To

The Members,


BRAHMAPUTRA INFRAPROJECT LIMITED

1. We have audited the attached Balance Sheet of BRAHMAPUTRA INFRAPROJECT LIMITED
as at 31st March 2011 and also the Profit and Loss Account and Cash Flow
Statement for the year 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 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 test basis evidence supporting the amounts and disclosures in
the financial statement. An audit also includes assessing the accounting principles used
and significant estimates made by the 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 (Auditor’s Report) Order, 2003 issued by the
Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on
the basis of such checks as we considered appropriate 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 account, as required by law, have been kept by the
Company, so far as appears from our examination of those books; 

c) The Financial Statements dealt with by this report are in agreement with the books
of accounts; 

d) In our opinion and to the best of our information and explanation given to us, the
financial statements dealt with by this report comply with the applicable Accounting
Standards referred to in section 211 (3C) of the Companies Act,1956 to the extent
applicable; 

e) On the basis of written representations received from the Directors and taken on
record by the Board of Directors, we report that none of the Directors are disqualified as
on 31st March, 2011 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 explanation
given to us, the said accounts read together with the Significant Accounting Policies and
Notes thereon give the information required by the Companies Act, 1956 in the manner so
required and present a true and fair view in conformity with the accounting principal
generally accepted in India in the case of; 

(a) the Balance Sheet, of the state of affairs of the company as at 31st
March, 2011, 

(b) the Profit and Loss Account, of the profit of the company for the year ended on
that date and; 

(c) the Cash Flow statement, of the cash flows for the year ended on that date.


  

    

    
For A.B Bansal & Company
  
  

    

    
Chartered Accountants
  
  

    

    
A.B. Bansal
  
  

    
Place : New Delhi
    
Partner
  
  

    
Dated : 05.09.2011
    
M.No. 84628
  



ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in Paragraph 3 of our Report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair
view on the Financial Statements of the Company and taking into consideration the
information and explanation given to us and the books of account and other records
examined by us in the normal course of audit, we report that;

1. (a) The Company has maintained proper records of fixed assets showing full
particulars including quantitative details and situation of fixed assets. A significant
portion of the fixed assets have been physically verified by the management during the
year, which in our opinion is reasonable having regard to the size of the Company and
nature of its business. No material discrepancies were noticed on such physical
verification.

(b) Except Loss / Damages of some of the Fixed Assets due to Farmers Agitation as
referred in note no. 16 to notes to the accounts there was no substantial disposal of
fixed asset, according to the information and explanations given to us we are of the
opinion that the said Loss / Damages does not tantamount to affect the going concern
status of the company.

2. As per information and explanations given to us, the inventories and construction
materials at company’s sites, which are included under work in progress, have been
physically verified by the management at reasonable intervals during the year. In our
opinion and according to the information and explanations given to us, the procedure of
physical verification of inventories followed by the management is reasonable and adequate
in relation to size of the Company and the nature of its business. The company is
maintaining proper records of inventory and no material discrepancies were noticed on
physical verification of stocks.

3. (a) According to the information & explanation given to us, the company has not
granted unsecured loans to any parties covered in the register maintained u/s 301 of the
companies act 1956.

(b) According to the information and explanation given to us the company has taken
unsecured loans from two companies covered in the register maintained u/s 301 of the
Companies Act 1956. The maximum amount outstanding during the year was Rs 271.50 Lacs
(Previous Year Rs. 728.75 Lacs) and year end balance was Rs. Nil (Previous Year-Nil). 

(c) We are of the opinion that the rate of interest and other terms and conditions on
which loans, have been taken by the company are not prejudicial to the interest of the
company.

(d) The Company is regular in repayment of principal amount & interest wherever
applicable.

4. In our opinion and according to the information and explanations given to us, there
is an adequate internal control system commensurate with the size of the Company and the
nature of its business for the purchase of inventory and fixed assets and for the contract
receipt and services.

5. (a) Based on our audit procedure applied by us and according to the information and
explanations provided by the management, we are of the opinion that the particulars of
contract and / or arrangements referred to in section 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 year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant time.

6. As per the information and explanations given to us, the company has not accepted
any deposits from the public.

7. In our opinion the internal audit system of the Company is commensurate with the
size and the nature of its business.

8. As informed to us, the Central Govt has not prescribed cost records under section
209 (1) (d)of the Companies Act, 1956.

9. (a) The company, is generally regular in depositing undisputed statutory dues
including Provident fund, Investor Education Protection fund, Employees’ State
Insurance, Income tax, Sales- tax, Wealth- Tax, Customs Duty, Excise Duty, Cess, Entry
Tax, Service Tax and other statutory dues with the appropriate authorities.

(b) According to the information and explanation given to us no disputed amounts
payable in respect of the aforesaid dues were outstanding as on 31st March,
2011 for a year of more than six months from the date it become payable.

(c) According to the information and explanation given to us there are no dues of
income tax , sales tax, wealth tax, Service Tax, Custom duty and Excise Duty which have
not been deposited on account of any dispute except in respect of the following:


  

    
Name of Statute
    
Nature of Dues
    
Forum where Dispute is Pending
    
Amount
  
  

    
1. The Uttar Pradesh Value Tax Act, 2008
    
W.C.T
    
U.P. VAT, VAT Appellate Authority
    
Rs. 64.93 Lacs
  


10. The Company has no accumulated losses for the year ended 31st March 2011
and it has not incurred any cash losses during the said period covered by our audit or in
the immediately preceding financial year.

11. As per books and records maintained by the Company and according to the information
and explanation given to us, the Company has not defaulted in repayment of dues to
financial institutions or Banks.

12. In our opinion and according to the information and explanation given to us, no
Loans and Advances have been granted by the Company on the basis of security by way of
shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund /
society. Therefore, Clause 4 (xiii) of the Companies (Auditor’s Report) Order 2003 is
not applicable to the company.

14. Based on the records examined by us and according to the information and
explanation given to us, we are of the opinion that the Company has maintained proper
records for the transactions and contracts of purchase and sale of shares, securities and
other investments and timely entries are made in such record. Further, the company is
holding all the investments in its own name.

15. According to the information and explanations given to us, the Company has not
given bank guarantees for and on behalf of others.

16. The Company has raised term loans during the year and the same were applied for the
purpose for which the loans were obtained.

17. 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.

18. During the year covered under our audit, Company has not made any preferential
Allotment of shares to the parties and companies covered in the Register maintained under
section 301 of the Company’s Act 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us by the
management which have been relied upon by us, no fraud on or by the Company has been
noticed or reported during the year.


  

    

    
For A.B Bansal & Company
  
  

    

    
Chartered Accountants
  
  

    

    
A.B. Bansal
  
  

    
Place : New Delhi
    
Partner
  
  

    
Dated : 05.09.2011
    
M.No. 84628