We have audited the accompanying financial statements of GCCL Construction & Realities Limited ("the Company") which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and 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 Management is responsible for the preparation of these financial statements that give a true and fair view of thu financial position, financial performance and cash flow of the Company in accordance with the Accounting Standards notifed under the Companies Act,1956 (the Act) read with the General Circular 15/2013 datedlSth September, 2013 of the Ministry of Corporate Affairs in respect of qprt-inn 1.33 of the Companies Act, 2013 and In accordance wth the accounting p;" oily accepted in India . This responsibility includes the design, Irr; md maintenance of internal control relevant to the preparation and of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's 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, These 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 misstatemant.

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 risks of material misstaternent of the financial statements, whether due to fraud or error, in niiK 'utt1. - n'jk assessments, the auditor considers internal control relevant ta the Compo. ">n and fair presentation of the financial statements in order to design aurtii that are appropriate in the circumstances but not for the purpose o! ex;1: -on an the effectiveness of the Company's internal control. An suds' hng the appropriateness of accounting puliciwb 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 aforesaid, the financial statements give the information required by the Act in the manner so required and give a true and fair view tn conformity with the accounting principles generally accepted in India:

a) in the case or the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Statement of Profit and Loss, of the profit of the company for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the tasn 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 ("CARO") issued by the Central Government of India In terms of section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 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, Statement of Profit and 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 and Loss, and Cash Flow Statement comply with the Accounting Standards notified under 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.

e) on the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of of section 274(1) (g) of the Act.

(f) Since the Central Goverment has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payble by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of GCCL

Construction & Realities Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1)

A. The Company does not have fixed assets. Hence the provisions of clause 4(1) of the Companies Auditor's Report) Order, 2003 is not applicable to the Company.

2)

A. The management has conducted physical verification of inventories at regular intervals, which in our opinion and according to the explanations and information given to us appears reasonable.

B. In our opinion, 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, and according to the information and explanations given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3)

The Company has not granted any loans, secured or unsecured, lo companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

In respect of loans secured or unsecured taken by the company from Companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956, according to the information & explanations given to us:

a) The Company has taken loan from company during the year. At the year-end, the outstanding balance of loans taken aggregated Rs 2,140.20lacs and the maximum amount involved during the year was Rs. 2,160.20lacs.

b) The rate of interest and other terms of conditions of such loans are, in our opinion, Prlrna facie not prejudicial to the interest of the Company

c) The Company is regular in repaying the principal amounts, wherever stipulated and has been reguiw In the payment of interest.

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 fixed assets. During the course of our audit, we have not observed any continuing failure lo correct major weaknesses in internal controls.

5) In respect of contracts & arrangements entered In the register maintained in pursuance of Section 301 of the Companies Act 1956 to the best of our knowledge and belief and according to the information & explanations given to us;

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 explanations given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five Lacs In respect of any party during the period have been made at prices which are reasonable having regard bo prevailing market prices at the relevant

6) The Company has not accepted deposit from public during the year or in the previous years.

7) In our opinion, the company does not have a formal internal audit system.

8) The Company is not required to maintain cost records prescribed by the Central Government under clause (d) of sub-setUon (1) of Section 209 of the Companies Act, 1956.

9)

A. The company is regular in depositing with appropriate authorities udisputed statutory dues inculuding income tax, wealth tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, there is no undisputed amount payable in respect of income tax, were in arrears, as at 31 st March, 2014 for a period of more than six months from the date they become payable.

Statute     Nature of due  Fsrum where   Period to          Amount
                           Dispute is    which the         involved 
                           pending       amount relates  (Rs in lakhs)

Income tax  Income Tfcx    Income Tax    A.Y. 2004-05 &      2.10
Act 1961,                  Officer       A.Y. 2006-07

11) In our opinion and according to the information and explanations given to us, the company has not defaulted tit repayment of dues to a financial institution, bank or debenture holders.

12) The Company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities, *

13) In our opinion, the company is not a chit fund or a Nfdhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiil) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14) In our opinion, the Company has maintained proper records of the investment transactions and timely entries have been made therein. All the shares and securities have been held by the Company in its own name.

15) The Company has not given any guarantee for loans taken by others from banks or financial Institutions,

16) The Company has not obtained term loans during the financial year or in the previous year.

17) According to the information ad explanations 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.

18) The company has not made preferential allotment of share during the year.

19) The Company has not issued debentures to the public. Hence, the provisions of clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

20) The company has not raised any money from public issued during the year. Hence, the provisions of clause4(xx) of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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,

Place: Ahmedabad                        For, Dinesh R. Shall & Nanavati
Date: 20/5/2014                         Chartered Accountants
                                        FRN No,: 102G11W

                                        Dinesh R. Shah
                                        Partner
                                        Membership No, 008228