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Auditor Report of GCV Services Ltd.

Mar 31, 2010

We have audited the attached Balance Sheet of GUJARAT CAPITAL VENTURES LIMITED, as at 31st March, 2010 and also the Profit and Loss Account for the Year ended on that 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.

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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentations. We believe that our audit provides a reasonable basis for our opinion.

As required by the companies (Auditors Report) Order, 2003 as amended by the companies (Auditors Report) (Amendment) Order 2004 (together the order) issued by the central Government of India in terms of Sub-section (4A) of Section 227 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.

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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii) The Balance Sheet and Profit & Loss Account and Cash Flow dealt with by this Report are in agreement with the Books of Accounts;

iv) In our opinion, the Balance sheet and the 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 written representation received from Directors, as on 31st March, 2010, and taken on record by the Board of Directors, we, report that none of the directors are disqualified as on 31st March, 2009 from being appointed as Director in terms of Clause (g) of Sub-Section (1) of Section 274 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 subject to an read together with the notes there on in schedule 11 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, 2010 and

b. In the case of Profit & Loss Account, of the LOSS of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

RE: GUJARAT CAPITAL VENTURES LIMITED

Referred to in our paragraph 3 of our report of even date.

(i) a) The company has maintained proper records showing full particulars, including quantities details and situation of assets.

b) The management has not carried out physical verification of its assets during the year.

c) During the year, the company has not disposed off substantial part of its fixed assets so as to affect its going concern.

(ii) The nature of Companys activity/Business during the year has been such that Clauses 4(ii), of the~brder are not applicable to the company.

(iii) a) The company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (b) (c) & (d) of the Order is not applicable. b) The company has not taken any loans secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (f) & (g) of the Order is not applicable.

(iv) In our opinion and according to the information and explanation given to us, there is an internal control system but not commensurate with the size and nature of its business.

(v) According to the information and explanation given to us, during the year there were no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly the paragraph (v) (a) & (b) of the Order are not applicable.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted deposit from public within the meaning of section 58-A of the Companies Act 1956 and the rules framed there under.

(vii) In our opinion the company need to strengthen the internal Audit commensurate with the size and nature of the business.

(viii) According to the information and explanation given to us the Central Government of India has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, for any product of the Company.

(ix) According to information and explanation given to us there is no provident fund Act, Employees State Insurance Act, Investor Education and Protection Fund is applicable to the company. There is no statutory demand outstanding at the end of the year.

(x) The company has accumulated loss of Rs. 12.94 Lacs and have cash profit Rs.0.43 Lacs during the year.

(xi) The Company has not borrowed from financial institution, bank or to debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a Chit fund or a nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4(xiii) (a), (b), (c), of the order are applicable.

(xiv) The company has maintained proper records of purchase and sales of share and securities.

(xv) According to the information and explanations given to us, the company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) The company has not taken term loan during the year.

(xvii) The company has not raised fund during the year.

(xviii) The company has not allotted preferential shares during the year.

(xix) During the year company has not issued debentures.

(xx) The company has not raised money through public issue during the year.

(xxi) According to the information and explanations given by the management, no fraud on or by the company has been noticed or reported during the course of our audit.

For Subhash Shah & Co.

Chartered Accountants

Sd/-

CA. Rakesh Gandhi Partner

Place: Vadodara Date: May 30, 2010

 
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