1.  We have audited the attached Balance Sheet of GWL PROPERTIES
 LIMITED as at 31st March, 2010 and the Profit and Loss Account for the
 year ended on that date annexed thereto. These financial statements are
 the responsibility of the Companys management. Our responsibility is
 to express an opinion on these financial statements based on our audit.
 
 2.  We have conducted our audit in accordance with the auditing
 standards generally accepted in India. Those standards require that we
 plan and perform the audit to obtain reasonable assurance about whether
 the financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.  -
 
 3.  Attention is invited to note number B (ii) of Notes on Accounts
 regarding non-obtaining of the deed of conveyance in respect of land
 included under stock in trade and note number B(iv) of Notes on
 Accounts on injunction order regarding restraining the Company from
 alienating its assets and consequently non redemption of certain
 preference shares which have fallen due during the year.
 
 4.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit.
 
 5.  In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books.
 
 6.  In our opinion, the Balance Sheet, Profit and Loss Account dealt
 with by this report comply with the accounting standards issued by the
 Institute of Chartered Accountants of India referred to in sub section
 (3C) of Section 211 of the Act, to the extent applicable.
 
 7.  On the basis of written representations received from directors as
 on March 31, 2010 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on 31st March,
 2010 from being appointed as a director of the Company in terms of
 clause (g) of sub-section (1) of Section 274 of the Act.
 
 8.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 Significant Accounting Policies contingent liabilities and Notes to
 Accounts appearing in Schedule 12 and subject to Para 3 mentioned
 above, give the information required by the Act, in the manner so
 required and give a true and fair view in conformity with the
 accounting principles generally accepted in India:
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2010 and;
 
 ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date.
 
 9.  As required by the Companies [Auditors Report] Order 2003 and
 other amendments to the order, issued by the Central Government in
 terms of Section 227(4A) of the Companies Act, 1956 and on the basis of
 such checks as we considered appropriate and information and
 explanations given to us, we further report that:
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) We were informed that the physical verification of assets was
 carried out during the year, and no material discrepancies between book
 records and physical inventory have been noticed on such verification
 and in our opinion the frequency of verification is reasonable.
 
 (c) During the year the Company has not disposed of any property.
 
 (ii) As informed to us, the inventories lying with the company were
 physically verified by the management at reasonable intervals.  
 
 (iii) In our opinion, the procedure of physical verification of
 inventory followed by the management is reasonable and adequate in
 relation to the size of the company and nature of its business.  
 
 (iv) The company is maintaining proper records of inventory.  In our
 opinion, no material discrepancies have been noticed during the
 verification.
 
 (v) The Company has not granted or taken, any loans, secured or
 unsecured to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Act.  Accordingly,
 paragraph 4(iii) (b), (c), (d), (e), (f) and (g) of the order,
 regarding the rate of interest and terms and conditions, regularity of
 the receipt of principal and interest thereon and over due amount are
 not applicable.
 
 
 (vi) There are adequate internal control procedures commensurate with
 the size of the company and nature of its business with regard to
 purchase of inventory, fixed assets and with regard to the sale /
 supply of services. We have neither come across nor have we been
 informed of any major weakness in internal control procedures.
 
 (vii) According to the information and explanations given to us, the
 contracts or arrangements referred to in Section 301 of the Act, have
 been entered in the register maintained under that Section.
 
 (viii) In our opinion and according to the information and explanations
 given to us, there are no transactions made in pursuance of contracts
 or arrangements entered into the register maintained in pursuance of
 Section 301 of the Act and exceeding the value of Rupees five lakhs in
 respect of any party during the year, which have been made at prices
 which are not reasonable having regard to the prevailing market prices
 at the relevant time.  (ix) In our opinion and according to the
 information and explanations given to us, the Company has not accepted
 any public deposits under the provisions of the Sections 58A and 58AA
 of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
 Rules, 1975.  
 
 (x) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.  
 
 (xi) (a) The Company is regular in depositing with the appropriate
 authorities the undisputed statutory dues including Provident Fund,
 Investor Education and Protection Fund, State Insurance, Income Tax,
 Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and
 other material statutory dues applicable to it.  There were no
 undisputed amounts payable in respect of the aforesaid statutory dues
 outstanding as at the last day of the financial year for a period of
 more than six months from the date they became payable.  (b) According
 to the records of the Company, there are no dues in respect of Sales
 Tax, Income Tax, Customs duty, Wealth Tax, Service Tax, Excise duty,
 Cess which have not been deposited on account of any dispute except Rs.
 723.53 lakhs as detailed below pending before the concerned
 authorities.
 
 Sr. 
 No.Name of Statute        Nature of Dues    Amount 
                                            (Rs.inlacs)   Pending before
 
 1. Wealth Tax Act,1957    Wealth tax          28.23      ITAT, Chennai
 
 2. Income Tax Act,1961    Income tax           2.25      ITAT, Kolkata
 
 3. Income Tax Act,1961    Income tax          83.59      ITAT Kolkata
 
 4. Income Tax Act,1961    Income tax         609.46      CIT, Chennai
 
 
 (xii) The Company has no accumulated losses as at 31-03-2010 and has
 not incurred cash losses both in the current financial year as well as
 in the immediately preceding financial year.
 
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company has not taken any loan from banks/ financial
 institutions.
 
 
 (xiv) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 
 (xv) In our opinion, the Company is not a chit fund or a nidhi/ mutual
 benefit fund/ society. Therefore, the provisions of paragraph 4 (xiii)
 of the Companies (Auditors Report) Order, 2003 are not applicable to
 the Company.
 
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the company is not dealing or trading in shares,
 securities, debentures and other securities. The investments shown in
 the accounts are held in the name of the company except to the extent
 of the exemption granted under Section 49 of the Act.
 
 
 (xvii) According to the information and explanations given to us, the
 Company has not given guarantees for loans taken by others from banks
 or financial institutions.  (xviii) According to the information and
 explanations given to us, the company has not availed of any term loans
 from any bank or financial institution during the year.
 
 (xix) On the basis of the overall examination of the Balance Sheet of
 the Company, in our opinion, there are no funds raised on short term
 basis which have been used for long term investments.
 
 (xx) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the Act.
 
 (xxi) The Central Government has not prescribed maintenance of cost
 records under Section 209(1 )(d) of the Act for the company
 
 
 (xxii) According to the information and explanations given to us, the
 Company has not issued any debentures and hence the question of
 creating any security does not arise.
 
 (xxiii) According to the information and explanations given to us, the
 Company has not raised any money through public issues.
 
 (xxiv) During the course of our examination of the books and records of
 the Company, carried out in accordance with generally accepted auditing
 practices and according to the information and explanations given to
 us, we have neither come across any fraud on or by the Company nor have
 we been informed of any such case by the management.
 
 For LODHA & COMPANY
 
 Chartered Accountants
 FirmRegn. No. 301051E
 
 G. SUBRAMANIA SARMA
 Partner, 
 [M. No 21756]
 Chennai, 9th August, 2010