1.  We have audited the attached Balance Sheet of G. P. Industries and
 Infrastructures Limited as at 31 st March 2009, also the profit and
 loss account and also the cash flow statement for the year ended on tat
 date annexed there-to.  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 conducted our audit in accordance with the auditing standards
 generally, accepted in Indta., Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. 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.  As required by the Companies (Auditors Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of sub-
 section (4A) of section 227 of the Companies Act, 1956, and on the
 basis of such checks as we considered appropriate, and according to the
 information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 order to the extent applicable to the company.
 
 4, Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 I) 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;
 
 ii) In our opinicn, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books.
 
 iii) The Balance Sheet, Profit and Loss Account and Cash Flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to In sub-section (3C) of Section 211 of the
 Companies Act, 1956:
 
 v) On the basis of the written representations received from the
 Directors, as on 31st March, 2009 and taken on record by the Board of
 Directors; we report that all the Directors are  disqualified as on
 31st March, 2009 from being appointed as ,a Director in terms on clause
 (g) of „sub-section.( I) of section 274 of the Companies- Act, 1956 on
 the said date;
 
 vi) In our opinion and to the best of our information and according to
 the explanation given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India.  
 
 a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2009;
 
 b) in the case of the Profit & Loss Account, the Profit for the year
 ended on that date; and
 
 c) in the case of the cashflow statement, of the cash flows for the
 year ended on that date. 
 
 ANNEXURE REFERRED TO IN PARAGRAPH (4) OF OUR REPORT OF EVEN DATE
 RELATING TO COMPANY
 
 I) a) According to the information and explanation given to us, the
 company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b) All fixed assets have been physically verified by Management during
 the year.  There is a regular programme of verification which, in our
 opinion, is reasonable having regard to the size of the Company and the
 nature of its assets. As informed, no material discrepancies were
 noticed on such verification.
 
 c) As the company has stopped the business in rice division also, going
 concern concept was not followed while preparing the accounts.
 
 2.  a) The stock of stores has been physically verified during the year
 by the management, In our opinion, the frequency of verification is
 reasonable.
 
 b) The procedures of physical verification of inventory followed by
 Management and reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 c) The Company is maintaining proper records of inventory relating to
 stores and spares.
 
 3.  The company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act.
 
 4) a) The company has not taken any loans during the year from parties
 covered in the register maintained under section 301 of the Act. The
 amount due to companies, firms or other parties covered in the register
 maintained under section 301 of the Act as on.31.03.09 is Rs. 1,21,43,1
 39. All the loans are interest free loans.
 
 b) The are no overdue amount of loans taken from companies, firms or
 other parties listed in the register maintained U/s. 301 of the
 Companies Act, 1956.
 
 5) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of the audit, we have not observed any
 continuing failure to correct major weaknesses in internal control
 system.
 
 6) a) According to the information and explanations given to us, we are
 of the opinion that the transactions that need to c- entered into the
 register maintained under section 301 of the Companies Act, 1956 have
 been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements were entered in the register maintained under section 301
 of the Companies Act, 1956 and made at prices which are reasonable
 having regard to prevailing market prices at the relevant time.
 
 7) The Company has not accepted any deposits during the year in respect
 of which sections 58A, 58AA or any other relevant provisions of the
 Companies Act, 1956 is applicable.
 
 8) In our opinion and according to the information and explanations
 given to s, the company is not having an internal audit system
 commensurate with the size and the nature of its business.
 
 9) The requirements of section 209 (i) (d) of the Companies Act, 1956
 with regard to maintenance of cost records are not applicable to this
 company.
 
 10) a) According to the books and records as produced and examined by
 us in accordance with generally accepted auditing practices in India
 and also based on Management representations, undisputed statutory dues
 in respect of Provident Fund, Investor Education and protection Fund,
 Employees State Insurance, Wealth-tax, Service-tax, Sales-tax, Customs
 Duty, Excise Duty, cess and any other material statutory gues have
 been regularly deposited by the company during, the year with the
 appropriate authorities in India.  
 
 b) According to the information and explanation given to us, there are
 no undisputed amounts payable in respect of Investor Education and
 Protection Fund, Employees State Insurance, Wealth Tax, Service Tax,
 Customs Duty, Excise Duty and cess were in arrears as at 31st March,
 2009 for a period of more than six months from the date they payable.
 
 c) According to the:information and explanation given to us, there are
 no dues of Sales Tax, Income Tax, Customs,Duty, Wealth Tax, Excise
 Duty and Cess which have not been deposited on account of any dispute.
 
 11) The accumulated losses of the company have exceeded 50% of its net
 worth as at .31.03.2009. The company has neither incurred a cash loss
 during the current financial year, not in .the immediately preceding
 financial year.
 
 12) In our opinion and according to the information and explanation
 given to us, the company has cleared all the dues to the financial
 institutions during earlier years and no amounts were due to financial
 institutions or banks as on 3 1.03.2009.
 
 13) Based on our examinationof the records and ¦ of the information and
 explanations given to us, the company has not granted any loans and/or
 advances on the basis of security by way of pledge of shares,
 -debentures or other securities.
 
 14) The Company is not a chit fund or a nidhi/.mutual benefit fund/
 society. Therefore, the provisions of clause 4(xlii) of theCompanies
 (Auditors Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 15) In our opinion, the company has not dealt or traded in shares,
 securities, debentures and other investments during the Year.
 
 16) According to the information and explanation given to us, the
 company has, not given guarantees for loan taken by other from banks or
 other financial institutions during the year and there are ho
 outstanding guarantees as on 31.03.09.
 
 17) According to, the information and explanations given to us, ;the
 company, has not taken any term loans during the year.
 
 18) According to the information and explanation given to us and on an
 overall explanation of balance sheet of the company, we report that no
 funds were raised on short terrn basis.  Hence the question of
 utilization of short term funds to long term investments does
 notarise.
 
 19) According to the information and explanation given .to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under Section 301 of the
 act.
 
 20) According to the information and  explanation given to us, the
 company has not raised any money by public issue during the year.
 
 21) As per the information and explanation given to us, and on the
 basis of examination of records, no material fraud on orby the company
 was noticed or rep6rted during the Vear.
 
 
                                               for MASTANAIAH & CO.,
 
                                                 Chartered Accounts
 
                                                               Sd/-
 
                                                      CA G. SAIBABU
 
 Place: Guntus                                              Partner.
 
 Date: 5-08-2009                                       (M.No.18320)