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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

The information required by Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, are given in the annexure forming part of this report, as specified in Paragraphs 4 & 5 of the said Order.

Further to our comments as above, we report that;

1) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

2) In our opinion, proper books of account as required bylaw have been kept by the company so far as appears from our examination of those books;

3) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books account;

4) 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 & Subject to Notes Forming Part of the Accounts;

5) On the basis of written representations received from the directors, as on 31st March,2014, and taken on record by the Board of Directors, we report that None of the Directors are Not Disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Additional Note 1(iv) payment of liability under protest and amount unascertainable and note regarding non provision of impairment loss which is not quantifiable and read along with other notes to 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. Also Refer Notes to Accounts on the Basis of same Accounts Prepared and True and Fair View is Ascertained.

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; and

ii. In the case of Profit and Loss Account, of the loss for the year ended on that date, and

iii. In case of Cash Flow Statement, cash flow for the period ended on that date.

Annexure referred to in the Audit Report

(i) (a) The Fixed Assets Register for Addition in Fixed assets from Financial Year : 2012-2013 is available for our verification during the Year under Audit.

(b) These fixed assets are physically verified by the management.

(c) The Company has disposed of a substantial part of fixed assets during the year.

(ii) There is No stock of Finished Goods, Raw Materials, Stores and consumables and Trading material during the Year. Hence there is No Verification.

(iii) (a) The Company has granted loans, secured or unsecured to companies or parties except to the wholly owned subsidiary of the company. The subsidiary is incurring continuous losses. Company has made necessary provision, as the loan has become doubtful of recovery. The amount involved is Rs. 2966.80 lacs. However, deposits given for use of the assets by the companies to parties listed under section 301, as per the legal advice received by the company, amounting to Rs.624.48 Lacs are in the ordinary course of business of the company. The Company has granted Loan/Deposit to Director of Rs.10 Lacs During the Year.

(b) The Company has accepted loan or advances in nature of loan from companies or parties listed in the register maintained under section 301 of Companies Act, 1956.

(iv) The Company doesn't have any operational activity. Hence there is no comment as regards internal control procedures.

(v) (a) According to the information & explanation provided by the management, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act that need to be entered into the Register maintained Under Section 301 have been so entered.

(b) In our Opinion and according to the information & explanation given to us, the transaction made in pursuance of such contracts or arrangements exceeding value of Rupees Five Lacs have been entered into during the Financial Year at Prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In respect of Deposits accepted, In our Opinion and according to the information & explanation given to us, the company has not accepted deposits from the public and provisions of section 58A and 58AA of the Act and the rules framed there under are not applicable, We are informed by the Management that no order has been passed by the Company Law Board , National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal ;

(vii) The company does not have an internal audit system commensurate with its size and nature of its business;

(viii) Maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act in respect of the Past Production Items , However the Company is Non Operational at Present and thereby No Cost Records are required to be maintained as per the provisions of section 209(1)(d);

(ix) According to the records of the company and subject to method of accounts consistently followed by it, no undisputed amount except as listed below were outstanding as on 31.03.2014 for the period of six months from the date they become payable.

PARTICULARS                                    AMOUNT

Employees State Insurance Cont
Sept 99 to July 2002                         6,14,961

Sales Tax Payable                           12,63,968

GIDC Dues For NAA, Notified Area,
Water Chgs. Etc.                            77,36,749

Ukai Water Charges                           7,00,000

(x) The Company is Not a Sick Industrial Company.

(xi) According to the information & Explanation given to us & as per the Books and Records examined by us , as on the Balance Sheet Date No Amount is Outstanding to the Bank or Financial Institution.

(xii) According to the Information & Explanation given to us , the Company has not granted Loans and Advances on the basis of security by way of pledge of Shares , Debentures And other Securities.

(xiii) According to the Information & Explanation given to us , the Company is not a Chit Fund or a nidhi / Mutual benefits Fund / Society. Therefore the Provisions of Clause 4 (xiii) of the Companies (Auditors Report) Order , 2003 are not applicable to the Company.

(xiv) According to the Information & Explanation given to us , the Company is not dealing or Trading in Shares , Securities , Debentures & other investments. Accordingly , the Provisions of Clause 4 (xiv) of the Companies (Auditors Report) Order , 2003 are not applicable to the Company. All the Investments are held by the Company in its own Name.

(xv) According to the Information & Explanation given to us , The Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

(xvi) According to the Information & Explanation given to us by the management, The Company has not taken any term loans during the year and as such the information required by this para is not applicable. Except Advance Received from Parties to Whom the Fixed Assets are Sold.

(xvii) According to the Information & Explanation given to us , The Company has not taken any term loans on short term basis during the year.

(xviii) 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;

(xix) The Company has not issued any Debentures during the Year under Audit.

(xx) The Company has not raised any Monies by way of Public Issue during the Year.

(xxi) 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 explanation 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 BHATT THAKKER & CO.
                                                  CHARTERED ACCOUNTANTS

                                                           M.L. THAKKER
                                                                PARTNER
PLACE : VADODARA                                            (MN 044517)
DATE : 12/07/2014                                 Firm Reg. No. 124010W