1.  We have audited the attached balance sheet of GUJARAT NARMADA
 FLYASH COMPANY LIMITED as at 31st March, 2012 and the profit and loss
 account for the period 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 cond ucted 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 in significant estimates made
 by management, as well as evaluating the ove rall financial statement
 presentation. We believe that our audit provides a reasonable basis of
 our opinion.
 
 3.  In our opinion and according to the information and explanations
 given to us, the Companies (Auditor''s Report) Order, 2003 issued by
 the Central Go vernment of India in terms of sub - section (4A) of
 section 227 of the Companies Act, 1956, is not applicable to the
 Company.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 a.  We have obtained all the information and explanation, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b.  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;
 
 c.  The balance sheet and profit and loss account dealt with by this
 report are in agreement with the books of account and with the audited
 returns from the branches;
 
 d.  In our opinion, the balance sheet and profit and loss account dealt
 with by this report comply with the accounting standards referred to in
 sub -section (3C) of Section 211 of the Companies Act, 1956;
 
 e.  On the basis of written representations received from the
 directors, as on 31 st March, 2012 and taken on record by the Board of
 Directors, we report that none of the direc tors is disqualified as on
 31 st March,2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts five 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;
 
 i.  In the case of the balance sheet, of the state of affairs of the
 company as at 31 st March,2012 and
 
 ii.  In the case of profit and loss account, of the loss for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 TO THE MEMBERS OF M/S . GUJARAT NARMADA FLYASH COMPANY LIMITED
 (REFERRED TO IN PARAGRAPH 3 there of )
 
 (1) (a) The company has maintained generally proper records showing
 full particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, the Management has physically verified the
 Company''s fixed assets duri ng the year and no material discrepancies
 were noticed on such verification.
 
 (c) During the year, the company has not disposed off a major part of
 the fixed assets.
 
 (2) (a) The Inventory 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 inventories followed by
 the management are reasonable and adequate in relation to the size of
 company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 (3) (a) According to the information and explanations given to us, the
 company has not granted and taken loans and advances from companies,
 firms or other parties listed in the registers maintained under section
 301 and the companies under the same management.
 
 (b) In our opinion , the rate of interest and other terms and
 conditions on which loans have been taken from / granted to companies,
 firms or other parties listed in the registers maintained under Section
 301 are not , prima facie prejudicial to the company, if any.
 
 (c) The company is regular in repaying the princip al amounts as
 stipulated and has been regular in the payment of interest wherever
 applicable. The parties have repaid principal amounts as stipulated and
 have been regular in payment of interest wherever applicable, if any.
 
 (d) There is no overdue am ount of loans taken from or granted by the
 companies, firms or other parties listed in the register maintained
 under Section of 301 of the Companies Act , 1956.
 
 (4) In our opinion and according to the information and explanation
 given to us, there a re adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchase of inventories, fixed assets and with
 regard to the sale of goods, if any.
 
 (5) (a) According to the information and explanations given to us, We
 are of the opinion that the transactions that need to be 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 explanation
 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 in
 respect of any party during the year h ave been
 
 (6) The company has not accepted deposit from public coming under the
 purview of section 58 A of the Companies Act, 1956 and the Companies
 (Acceptance of Deposits) Rule, 1975.
 
 (7) In Our Opinion the company has an internal Audit System
 Commensurate with the size of the company and its nature of business.
 
 (8) The Central Government has not prescribed maintenance of the cost
 records under Section 209 (1) (d) of the Companies Act, 1956 in respect
 of the products manufactured by the company.
 
 (9) In our opinion, the accumulated losses at the end of the year more
 than fifty percent of its net worth and has incurred cash losses during
 the financial year cover ed by our audit.
 
 (10) The company has made defaulted in repayment of dues to financial
 institutions, Financial institute for the recovery of dues with
 honorable Debt recovery Tribkunal has filed recovery suit.
 
 (11) According to the information and explanat ions given to us, the
 company has not granted any loan or advance on the basis of security by
 way of pledge of shares or debentures or any other securities.
 
 (12) In our opinion, the company is not a chit fund or a nidhi / mutual
 benefit fund / society.  Therefore the provisions of clause 4 (xiii) of
 the Companies (Auditors'' Report) Order, 2003 are not applicable to
 the company.
 
 (13) In our opinion, the company is not dealing in or trading shares,
 securities, debentures and other investments. Acco rdingly, the
 provisions of clause 4 (xiv) of the Companies (Auditors'' Report)
 Order, 2003 are not applicable to the company.
 
 (14) In our opinion, the company has not given any guarantee for loans
 taken by others from banks or financial institutions and hence the
 provisions relating to clause 4 (xv) are not applicable to the Company.
 
 (15) Clauses is not applicable as no term loans been raised during the
 year.
 
 (16) According to the information and explanation given to us and on
 overall examination of balance sheet of the company, We report that no
 short term funds have been used for long term purposes not long term
 funds are used for short term purposes.
 
 (17) According to the information and explanation 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.
 
 (18) No debentures have been issued during the year.
 
 (19) The company has not raised any money by public issue during the
 year.
 
 (20) According to the information and explanation give to us, no fraud
 on or by the company has been noticed or reported during the course of
 our audit.
 
                             For Shirish Dalal & Associates
 
                                 (Chartered Accountants)
                                     
                                           Sd/-
 
 Place: Ahmedabad                     Shirish Dalal
 
 Date: 31-08-2012                      (Proprietor)