1.  We have audited the attached Balance Sheet of Ajmera Realty & Infra
 India Limited as at 31st March 2011, the Profit & Loss Account and also
 the 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 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 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 (4A) of Section
 227 of the Companies Act, 1956 of India (the Act), we enclose in the
 Annexure a statement of the matters specified in paragraph 4 and 5 of
 the said order.
 
 4.  Further to our comments in the Annexure referred to 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 the
 books of account.
 
 c) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) In our opinion, the attached Balance Sheet, Profit & Loss Account
 and the Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred in Sub - Section (3C) of Section 211 of
 the Act subject to note no. 3(b) of schedule 19.
 
 e) On the basis of the written representations received from the
 directors except nominee Director 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 Section
 274 (1) (g) of the Act.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said statement of accounts read with
 other notes thereon give the information required by the Act, in the
 manner so required and gives 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, 2011;
 
 ii. In the case of Profit and Loss Account of the Profit of the Company
 for the year ended on that date; and
 
 iii. In the case of the Cash Flow Statement of the cash flows for the
 year ended on that date.
 
 
 Annexure Referred To In Para 3 Of Our Report Of Even Date
 
 I.  In respect of it''s Fixed Assets:
 
 a.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of its fixed assets.
 
 b.  The fixed assets have been physically verified by the Management at
 reasonable intervals. No material discrepancies were noticed during the
 course of such verification.
 
 c.  The disposal of part of fixed assets, in our opinion has not
 affected the going concern.
 
 ii.  In respect of it''s inventories:
 
 a.  The physical verification of inventories has been conducted at
 reasonable intervals by the Management
 
 b.  In our opinion and according to the 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 nature of its business.
 
 c.  In our opinion and according to the explanations given to us, the
 Company has maintained proper records of its inventories and no
 material discrepancies were observed during the course of physical
 verification.
 
 iii. In respect of the loan, secured or unsecured, granted or taken by
 the company to /from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 a.  The Company has granted Interest free loans to three subsidiary
 Companies and one associate Company. In respect of the said loans, the
 maximum outstanding during the year and the yearend balance is
 Rs.7108.98 Lacs.
 
 b.  In our opinion and according to the information and explanations
 given to us, and other terms and conditions of the loans given by the
 company, are not prima facie prejudicial to the interest of the company
 
 c.  The principal amount are repayable on demand and there is no
 repayment schedule.
 
 d.  In respect of the said loans, the same are repayable on demand and
 therefore the question of overdue amounts does not arise.
 
 iv. In our opinion, and according to the explanations given to us, the
 Company has adequate internal control systems commensurate with the
 size of the Company with regard to the purchase of inventory, fixed
 assets and sale of goods. During the course of our audit no major
 weakness has been noticed in the internals controls. We have not
 observed any failure on the part of the Company to correct major
 weakness in internal control system.
 
 v. a. Based on the audit procedures applied by us and according to the
 information and explanations provided to us by the Management, we are
 of the opinion that the particulars of the contract or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that Section.
 
 b. According to the information and explanation given to us, the
 transactions made in pursuance of contracts or arrangements entered in
 the registers maintained under Section 301 of the Act have been made at
 prices which are reasonable having regard to prevailing market prices
 at relevant time.
 
 vi. In our opinion and according to the explanations given to us the
 Company has not accepted any deposits within the meaning of Section 58A
 and Section 58AA or any other relevant provisions of the of the Act and
 the rules framed there under.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii. The Central Government has not prescribed maintenance of Cost
 Records under Section 209 (1) (d) of the Act in respect of activities
 of the Company.
 
 ix. a. According to the information and explanations given to us the
 Company is regular in depositing with appropriate authorities,
 undisputed statutory dues including provident fund, investor education
 fund, employees state insurance, income tax, sales tax, wealth tax,
 service tax, custom duty, excise duty, cess and other statutory dues to
 the extent applicable to it.
 
 b. In respect of Contingent dues on account of sales tax, income tax
 and excise dues disputed by the Company and not being paid vis-a-vis
 forums where such disputes are pending are mentioned below:
 
 Name of         Nature of     Amount         Year     Forum where 
 Statute         Dues         (Rs. in
                                Lacs)                  pending
 
 West Bengal     Ex-parte 
                 order          0.79      1997-98 &   The Company is in
                                                      the
 Sales Tax Act   passed                    1998-99    process of filing
                                                      appeal
 
 Income Tax      Block 
                 Assessment  2908.58     1988-89 to   The application
 Act. 1961.      Demand                    1992-93    of the Company is
                                                      pending with 
                                                      Settlement
                                                      Commission.
 
 Income Tax Act, Assessment 
                 Tax         1337 18      2006-07     The Commissioner of
 1961            Demand                               Income Tax Appeal
 
 x. The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and the
 immediately preceding financial year.
 
 xi. In our opinion and according to information and explanation given
 to us, the Company has not defaulted in repayment of dues to a
 financial institution, bank or debenture holder.
 
 xii. The Company has not granted 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 /
 Mutual Benefit Society. Therefore, the provisions of clause are not
 applicable to the Company.
 
 xiv. In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly the
 provisions of the clause are not applicable to the Company.
 
 xv. In our opinion and according to the information and explanations
 given to us the Company has not given any guarantees for loans taken by
 others from banks and institutions
 
 xvi. Based on the information and explanations given to us by the
 Management, Term Loans obtained during the year were applied for the
 purpose for which the loans were obtained.
 
 xvii. According to the information and explanation given to us and on
 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.
 
 xviii.The Company has not made any preferential allotment of shares to
 any of the entities/ persons covered in the register maintained under
 Section 301 of the Act.
 
 xix. The Company has not issued any debentures during the year, which
 required creation of security or charge.
 
 xx. The company has not raised any money by public issue during the
 year.
 
 xxi. Based on the audit procedures performed and information and
 explanations given by the Management, we report that no fraud on or by
 the Company has been noticed or reported during the year.
 
 
                                                 FOR AND ON BEHALF OF
 
                                               V. PAREKH & ASSOCIATES
 
                                                CHARTERED ACCOUNTANTS
 
                                       FIRM REGISTRATION NO : 107488W
 
 Place : Mumbai                             RASESH V. PAREKH (Partner)
 
 Dated : 10th June, 2011                         MEMBERSHIP No. 38615