Auditor Report of India Infraspace Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of M/s. INDIA INFRASPACE LIMITED, (the "Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit & Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements :

The Company's Board of Directors is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for the ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility :

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Emphasis of Matter :

We draw the attention to Point No. 3 in Note No. 16(II) to the accompanying financial statements regarding non charging of Interest on Loans & Advances to Related Parties and other parties u/s. 186 of the Companies Act, 2013

Opinion :

In our opinion and to the best of our information and according to the explanations given to us, the accompanying financial statements 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 Balance Sheet, of the state of affairs of the company as at 31st March 2015

ii) In the case of Statement of Profit & Loss, of the Loss for the year ended on that date; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to the "Order"), and on the basis of such checks of the books and records of the Company 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 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far it appears from our examination of those books.

c) The Balance Sheet and Statement of Profit & Loss dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the Directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015, from being appointed as a Director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us;

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii) In our opinion and as per the information and explanations provides to us, the company has not entered into any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses, and

iii) There are no outstanding amount which is required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. According to the information and explanations given to us, the Company has not any Fixed Assets. accordingly, the sub-clauses (a) and (b) are not applicable to the Company.

2.1 The Inventories has been physically verified at reasonable intervals by the management. In our opinion, the frequency of such verification is reasonable.

2.2 In our opinion and according to information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

2.3 On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventory and according to the records of the company, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of account.

3. According to the information and explanations given to us, the company has granted Interest free unsecured loans to parties covered in the Register maintained under Section 189 of the Companies Act.

3.1 In respect of the aforesaid loans, the parties are repaying the principal amounts, as stipulated.

3.2 In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in Para 3 above.

4. In our opinion and according to the information and explanation 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 purchase of inventory and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanation given to us, the Company has not accepted any deposits in terms of directives issued by Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and rules framed there under.

6. The Company is not a manufacturing company and hence maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable.

7. The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and we have been informed that there are no arrears of outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

7.1 According to the information and explanation given to us, there are no undisputed amounts payable in respect of Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom duty, excise duty, Value Added Tax and cess were in arrears, as on 31st March, 2015 for a period of more than six months from the date they became payable.

7.2 According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess were in arrears, as at 31st March, 2015 for a period of more than six months from the date they become payable except outstanding demand of Income Tax of Rs. 9,97,318/- for A.Y. 1996-97 & Rs. 88,594/- for 2002-03 and Income Tax Penalty of Rs. 2,58,783/- for A.Y. 2002-03.

7.3 According to the information and explanation given to us, there are no outstanding amounts that are required to be transferred to investor Education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder.

8. The Company has accumulated losses of Rs. 166.91 lacs at the end of the financial year under audit. The company has incurred cash losses of Rs. 4.35 lacs during the financial year covered under audit, and also incurred cash loss of Rs. 2.96 lacs during immediately preceding financial year.

9. Since the company has not availed any financial assistance from Bank and / or financial institution and also not issued any debentures, this clause is not applicable.

10. In our opinion, and according to information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

11. According to the information and explanations given to us, no term loans were obtained during the year under audit.

12. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W CHARTERED ACCOUNTANTS

(PANKAJ K. SHAH) Place : Ahmedabad PROPRIETOR Date : 30.05.2015 M. No. 34603

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Mar 31, 2014

We have audited the accompanying Financial Statements of M/s. INDIA INFRASPACE LIMITED (the "Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended and a summary of significant accounting polices and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the ''Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements 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 Balance Sheet, of the state of affairs of the company as at 31st March 2014.

ii) In the case of Statement of Profit & Loss, of the Loss for the year ended on that date and,

iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the companies (Auditor''s Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by Section 227(3) of the Act, we report that:

a) 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.

b) 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.

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 to the extent applicable.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2014 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. a. The Inventories lying with the company have been physically verified by the management to the extent practicable at reasonable interval during the year or at the year end.

b. In our opinion the procedures of physical verification of inventories 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 and according to the information and explanations given to us, the company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stocks and the book records were not material having regard to the size of operation of the company.

2. (a) According to the information and explanations given to us, the Company has taken/granted unsecured loans from/to companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has taken interest free loan from Three parties covered in the Register maintained u/s 301 of the Companies Act, 1956. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 648.65 lacs). Rs. 57.15 lacs were payable to these parties as at the close of the accounting year.

(ii) The company has granted interest free loan to Six Parties covered in the Register maintained u/s 301 of the Companies Act, 1956. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 757.01 lacs). Rs. 425.26 lacs were due from these parties as at the close of the accounting year.

(b) According to the information and explanation given to us, the terms and conditions in respect of unsecured loans taken/given by the Company are not prima-facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the payment of principle amount are on demand.

(d) In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

3. In our opinion and according to the information and explanation 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 purchase of inventory. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

4. (a) Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that Section.

(b) The transaction made in pursuance of contracts and arrangements referred to in 4(a) above and exceeding value of Rs. 5 lakhs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. According to the information and explanation given to us, the Company has not accepted any deposits attracting the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

6. The Company did not have any formal internal audit system during the year. In the opinion of the management the existing operations are very limited and internal procedure are adequate and hence separate internal audit System do not called for.

7. We are informed that the central government has not prescribed the maintenance of cost records under the provision of Section 209(1)(d) of the Companies Act, 1956 in respect of the company''s activities.

8. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they become payable except outstanding demand of Income Tax of Rs. 9,97,318/- for A.Y. 1996-97 & Rs. 88,594/- for 2002-03 and Income Tax Penalty of Rs. 2,58,783/- for A.Y. 2002-03.

9. The Company has accumulated losses of Rs. 162.66 lacs at the end of the year. The company has incurred cash loss of Rs. 2.96 lacs during the financial year under audit, however the company had not incurred any cash loss during immediately preceding financial year.

10. In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

11. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the company is not chit fund or nidhi mutual fund/society.

13. According to the information and explanation given to us, the company is not dealing or trading in shares, securities and/or debentures.

14. In our opinion, and according to information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

15. Company has not availed any term loan during the year.

16. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets.

17. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act.

18. According to the information and explanations given to us, the Company has not issued any debenture.

19. Company has not raised any money by public issue during the year.

20. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

21. Since the company has no Fixed Assets, the Clause (i) of the aforesaid order is not applicable to the company.

FOR PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W CHARTERED ACCOUNTANTS

(PANKAJ K. SHAH) Place: Ahmedabad PROPRIETOR Date : 30/05/2014 M. No. 34603

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. INDIA INFRASPACE LIMITED, as at 31st March, 2011 and also the Profit Loss Account and Cash Flaw Statement for the year ended on that date. 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 amount and disclosures in the Financial Statement. 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 by the companies (Auditor's Report) (amendment) order, 2004, 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.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

a. 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.

b. 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 such books.

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 31st March 11 from being appointed as Directors of the company under section 274(1 )(g) of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanation given to us, the accounts together with the notes thereon, give the information required under 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 Balance Sheet, of the state of affairs of the company as 31 st March 2011.

ii) In the case of Profit & Loss account, of the Loss for the year ended on that date.

iii) In the case of Cash Flaw Statement of the cash flaw, for the year ended on that date.

ANNEXURE TO THE AUDITORS' Report

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/s. INDIA INFRASPACE LIMITED (Formerly known as GANPATI INFRASTRUCTURE LIMITED) on the accounts for the year ended 31st March, 2011.

1 (a) According to the information and explanations given to us, the Company has taken/granted unsecured loans from/to companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has taken interest free loans from Two party covered in the afforest a Register. The amount involved (i.e. the maximum amount outstanding during the year was Rs.0.83 lacs). Rs.0.83 lacs were payable to these parties as at the close of the accounting year.

(ii) The company has not granted any loan to party covered in the Register maintained u/s 301 of the Companies Act, 1956.

(b) According to the information and explanation given to us, the terms and conditions in respect of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the payment of principal amount are on demand.

(d) In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

2 In our opinion and according to the information and explanation 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 purchase of inventory and sale of fixed assets. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

3 According to the information and explanations given to us, there were no transactions that were required to be entered into the register maintained under section 301 of the Companies Act, 1956.

4 According to the information and explanation given to us, the Company has not accepted any deposits attracting the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

5 The Company did not have any formal internal audit system during the year. In the opinion of the management the existing operations are very limited and internal! procedure are adequate and hence separate internal audit System do not called for.

6 We are inform that the central government has not prescribed the maintenance of cost records the under provision of Section 209(1 )(d) of the Companies Act, 1956 in respect of the company's activities.

7 (a) The company is regular in depositing with appropriate authorities undisputed statutory dues

including provident fund, investor education and protection fund, employees state insurance, income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax. VAT, wealth tax, custom duty, service tax, excise duty, cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date they become payable.

(c) According to information and explanation given to us, details of dues in respect of Income Tax in arrears on account of dispute is

Particulars Financial Year, for which the Forum where Amount (Rs.) matter for pertains pending dispute to Income Tax A. Y. 1996-97 Tribunal (ITAT) 11,77,316/-

8. The Company has accumulated losses of Rs. 651.17 lacs at the end of the year which is more than 50% of Net worth of the company. Moreover, the company has not incurred any cash losses during the financial year but incurred cash losses of Rs. 0.07 lacs in the immediately preceding financial year.

9. In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

10. in our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. In our opinion, the company is not chit fund or nidhi mutual fund/society.

12. According to the information and explanation given to us, the company is not dealing or trading in shares, securities and / or debentures.

13. In our opinion, and according to information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

14. Company has not availed any term loan during the year.

15. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets.

16. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act.

17. According to the information and explanations given to us, the Company has not issued any debenture.

18. Company has not raised any money by public issue during the year.

19. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under review.

20. Clause (i) and (ii) of the aforesaid order is not applicable to the company.

FOR PANKAJ K. SHAH ASSOCIATES Firm Registration No. 107352W

CHARTERED ACCOUNTANTS

Place: Ahmedabad

Date : 01.09.2011 (PANKAJ K. SHAH)

PROPRIETOR M. No. 34603

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. GANPATI INFRASTRUCTURE LIMITED as at 31st march, 2010 and also the profit Loss Account and Cash Flaw Statement for the year ended on . that date 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 amount and disclosures in the Financial Statement. 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 by the companies (Auditor s Report) amendment) order, 2004, issued by the Central Government of India, in term 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.

4.. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and gene, necessary for the purpose of our audit

b. 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 such books.

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the

d.In our opinion the balance sheet and profit & Loss Accounts dealt with this report comply with the Accounting standard referred to in sub-section (3C) of section 2111 of the companies Act, 1956 to the extent applicable.

f. In our opinion and to the best of our information and according to the explanation given to us, the accounts together with the notes thereon, give the information required under the companies Act, 1956 m the manner so required and give a true and fair view cons wish the Accounting Principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the company as 31st March 2010.

ii) In the case of Profit & Loss account, of the Loss for the year ended on that date.

iii) In the case of Cash Flaw Statement of the cash flaw, for the year ended on that date.

ANNEXURE TO THF AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditors report to the members of M/S Ganapathi INFRASTRUCTURE limited on the accountants for the year ended 31st March, 2010

1.Accordingly to the information and explanations given to us, the company has neither granted nor taken any loans to or from parties covered in the Register maintained under section 301 of the Companies Act. 1956;

2. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of S business, with regard to purchase of inventory and sale of fixed assets. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal controls.

3. According to the information and explanations given to us, there were no transactions that were required to be entered into the register maintained under section 301 of the Compares Act, S

4. Accordingly to the information and explanations given to us, the company has not accepted any deposits attracting the provisions of section 58A and 58AA of the companies Act, 18956 and rules framed there under.

5. The Company did not have any formal internal audit system during the year. In the opinion of the management the existing operations are very limited and internal procedure are adequate and hence separate internal audit System do not called for.

6. We are inform that the central government has not prescribed the maintenance of coast records the under provisions of sections of sections 209(i) (c)) of the companies Act, 1956 in respect of the company's activities.

7. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state France income-tax, VAT, wealth tax, custom duty, service tax, excise duty cess and any the statutory dues applicable to it. year (b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess were Sarris as at 3,st March, 2010 for a period of more than six months from the date they become payaSe

(C) Accordingly to information and explanation given to us, details of dues in respect of income tax in arrears on account of dispute is

Particulars Financial Year, For which the Forum Where Amount(Rs) Matter for pertains pending Dispute to Income tax A.Y. 1996-97 Tribunai (ITat) 11,77,316

8. The Company has accumulated losses of Rs. 651.48 lacs at the end of the year which is more than 50% of Net worth of the company More ever has incurred cash losses of Rs, 0.07 lacs during the Financial year and Rs.0.07 lacs in the Immediately preceding financial Year,

9 In Our Opinion, and according( to the information and explanation given to us, the company has not defaulted ,n repayment of dues to a financial institution or bank or debenture holders

10. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. In our opinion, the company is not chit fund or nidhi mutual fund/society.

12. According to the information and explanation given to us, company is not dealing or trading in shares, securities and / or debentures.

13. In our opinion and according to information and explanations given to us, the Company has not given guarantee for loans by others from banks or financial institutions.

14. Company has not availed only term loan during the year

15. Accordingly to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties covered in the register maintained under section 301 of the Act.

17. According to the information and explanations given to us, the Company has not issued any debenture.

18. Company has net raised any money by public issue during the year.

19. Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed or reported the year under review.

20. Clause (i) and (ii) of the aforesaid order is not applicable to the company

FOR PANKAJ K. SHAH ASSOCIATES

Firm Registration No. 107352W

Place : Ahmedabad CHARTERED ACCOUNTANTS

Date :01.09.2010

(PANKAJ K. SHAH)

PROPRIETOR

M. No. 34603