1.  We have audited the attached Balance Sheet of G.R. Cables Limited
 as at 31st March 2012, the Profit and Loss Account and the Cash Flow
 Statement of the Company for the year ended on that date, annexed
 thereto. These financial statements are the responsibility of the
 Company''s management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with 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.  As required by the Companies (Auditor''s Report) Order, 2003 and
 amendment thereto by the Companies (Auditor''s Report) (Amendment) Order
 2004 (hereinafter referred to as Order) issued by the Central
 Government of India in terms of Section 227 (4A) of the Companies Act,
 1956, we enclose in the Annexure a statement on the matters specified
 in Paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to 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 purpose of our
 audit;
 
 ii. 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;
 
 iii. The Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the Books of
 Account;
 
 iv. In our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in Section 211 (3C) of the Companies
 Act, 1956;
 
 v. On the basis of written representations received from Directors as
 on 31st March 2012, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on 31st March 2012
 from being appointed as a director in terms of Section 274 (1) (g) of
 the Companies Act, 1956;
 
 vi. In our opinion and to the best of our information and according to
 the explanations 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 March 31, 2012;
 
 b) In the case of the Profit and Loss Account, of the loss for the year
 ended on that date; and
 
 c) In the case of the Cash Flow Statement, of the cash flows for the
 period ended on that date.
 
                                 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDIT REPORT OF EVEN DATE
 
 1.  (a) The company has maintained proper records showing full
 particulars, including
 
 quantitative details and situation of fixed assets.
 
 (b) The fixed assets have been physically verified by the management at
 reasonable intervals and no material discrepancies have been noticed on
 such verification.
 
 (c) The company has not disposed off substantial part of fixed assets
 during the year so as to affect the going concern status of the
 company.
 
 2.  (a) The physical verification of inventory has been conducted at
 reasonable intervals by the management during the year.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) In our opinion, the Company is maintaining proper records of
 inventory.
 
 3.  (a) The company has not granted loans to parties covered in the
 Register maintained
 
 under Section 301 of the Companies Act, 1956 and hence clause 4 (iii)
 (a) to clause 4 (iii) (d) of the Order are not applicable.
 
 (e) The company has not taken loans from parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, clauses 4 (iii) (f) and 4 (iii) (g) of the Order are not
 applicable subject to Para no.16 of the note to accounts schedule -19
 forming of this report.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods; there is no sale of services. During the
 course of our audit, we have not observed any continuing failure to
 correct major weaknesses in internal controls.
 
 5.  (a) According to the information and explanations given to us, we
 are of the opinion
 
 that the particulars of contracts or arrangements that need to be
 entered in to the register maintained under section 301 of the
 Companies Act, 1956 are entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lakhs
 with such party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 6.  The Company has not accepted any deposits from the public to which
 the provisions of Sections 58A, 58AA and any other relevant provisions
 of the Companies Act, 1956 and the rules framed there under would
 apply.
 
 7.  The company has no outside internal audit system commensurate with
 its size and the nature of its business.
 
 8.  According to the information and explanations given to us, the cost
 records required to be maintained under section 209 (1) (d) of the
 Companies Act, 1956 are under compilation.
 
 9.  (a) According to the information and explanations given to us and
 on the basis of
 
 our examination of the books of account, the company has been regular
 in depositing with appropriate authorities undisputed statutory dues
 including income tax, sales tax, wealth tax, service tax, customs duty,
 excise duty, cess and other material statutory dues applicable to it
 except provident fund and employees'' state insurance.
 
 (b) According to the information and explanations given to us, there is
 an amount of Rs. 9516/- with respect to Employees'' State Insurance and
 Rs. 68816/- with respect to Provident Fund as at 31st March 2012, for a
 period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us, there
 are no dues in respect of sales tax, income tax, customs duty, wealth
 tax, service tax, excise duty, and cess that have not been deposited
 with the appropriate authorities on account of any dispute.
 
 10. The company have accumulated losses of Rs.3261 Lacs exceeding fifty
 percent of its net worth at the end of the financial year and has
 incurred a cash loss of Rs. 19.67 lacs in the financial year and a cash
 loss of Rs.187.04 lacs in the financial year immediately preceeding
 such financial year.
 
 11. In our opinion and according to the information and explanations
 given to us, the lending banks has initiated legal proceedings against
 the company for recovery of loan amounts the Company has not issued any
 debentures.
 
 12. The company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly, clause 4 (xii) of the Order is not applicable.
 
 13. The company is not a chit fund, nidhi, mutual benefit fund or a
 society. Accordingly, clause 4 (xiii) of the Order is not applicable.
 
 14. According to the information and explanations given to us, the
 company is not dealing or trading in shares, securities, debentures and
 other investments. Accordingly, clause 4 (xiv) of the Order is not
 applicable.
 
 15. According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks or financial institutions.  Accordingly, clause 4 (xv) of the
 Order is not applicable.
 
 16. The company has not raised any Term Loans during the year.
 Accordingly, clause 4 (xvi) of the Order is not applicable.
 
 17. According to the information and explanations given to us and on an
 overall examination of the balance sheet of the company, we are of the
 opinion that the no funds raised on short-term basis have been used for
 long-term investment.
 
 18. The company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under Section
 301 of the Companies Act. Accordingly, the question of reporting on
 whether the price at which such shares have been issued is prejudicial
 to the interest of the Company does not arise.
 
 19. The company has not issued any debentures. Accordingly, the
 question of creating a security or charge for debentures does not
 arise.
 
 20. The company has not raised any money by public issues during the
 year. Accordingly, clause 4 (xx) of the Order is not applicable.
 
 21. According to the information and explanations given to us, no fraud
 on or by the company has been noticed or reported during the course of
 our audit.
                                     For Srinivas P & Associates
 
                                          Chartered Accountants
 
                                              F.R.NO: 006987S
 
                                               P.Srinivas
 
 Place:Hyderabad                               Proprietor
 
 Date :04.09.2012                             M.No. 204098