1) We have audited the attached Balance Sheet of Brescon Advisors &
 Holdings Limited (formerly known as Brescon Corporate Advisors Ltd.)as
 at 31st March,2012, 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 misstatements. 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 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 as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004
 issued by the Central Government of India in terms of Section 227 (4A)
 of the Companies Act, 1956 and in terms of the information and
 explanations given to us and also on the basis of such checks, as we
 considered appropriate set out in the Annexure, a statement on the
 matters specified in paragraph 4 & 5 of the said order.
 
 4) Further to our comments in Annexure referred to in paragraph 3 above
 we report that: -
 
 a) We have obtained all the information and explanation, 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 it appears from our examination of the
 books.
 
 c) The Balance Sheet, Profit & Loss account and Cash flow statement
 dealt with by this report are in agreement with the books of accounts.
 
 d) In our opinion, the Balance sheet, Profit & Loss account and Cash
 Flow Statement have been prepared, in all material respects in
 compliance with the Accounting Standards referred to in Section 211(3C)
 of the Companies Act,1956.
 
 e) On the basis of the written representations received from the
 Directors as on 31st March,2012, and taken on the record by the Board
 of Directors, we report that none of the Directors is disqualified as
 on 31st March,2012 from being appointed as a Director in terms of
 clause (g) of the 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 other Notes generally give the
 information required by the Companies Act, 1956, in the manner so
 required and also give a true and fair view: -
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012.
 
 (ii) in the case of the Profit and Loss Account, of the profit 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.
 
 (Referred to in paragraph 3 of our report of even date to the members
 of Brescon Advisors & Holdings Ltd. (formerly known as Brescon
 Corporate Advisors Ltd.) for the year ended 31st March, 2012.)
 
 (i) a) The company has maintained proper records to show full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) As explained to us, during the year the fixed assets have been
 physically verified by the management at reasonable intervals and no
 material discrepancies have been noticed on such verification.
 
 c) The fixed assets disposed of during the year, in our opinion do not
 constitute a substantial part of fixed assets of the company and such
 disposal has, in our opinion, not affected the going concern status of
 the company.
 
 (ii) According to the information and explanation given to us, during
 the year the company does not have any trading activity and hence does
 not have any inventory. Therefore the question of physical
 verification, adequacy of procedures of physical verification and
 maintenance of proper records of inventory does not arise.
 
 (iii) a) According to information and explanations given to us, the
 company has not granted any loans, secured or unsecured to companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Accordingly provisions of clause 4
 (iii) (a) to (d) are not applicable.
 
 b) According to the information and explanation given to us, the
 company has not taken any loans, secured or unsecured from companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Accordingly provisions of clause 4
 (iii) (e) to (g) are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, it appears that there is an adequate internal control
 system commensurate with the size of the company and the nature of its
 business with regard to purchase of shares and securities and other
 assets, and for the sale of shares and securities and services.
 Further, on the basis of our examination of the books of accounts of
 the company, and according to the information and explanation given to
 us, we have neither come across nor have been informed of any instance
 of major weaknesses in the aforesaid internal control system.
 
 (v) In respect of contracts of 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
 and explanation given to us:
 
 a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 b) Where each of such transactions (excluding loans reported under
 paragraph (iii) above) is in excess of Rs 5 lakhs in respect of any
 party, the transaction have been made at prices which are prima facie
 reasonable, having regard to the prevailing market prices at the
 relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposit from public
 during the year, within the meaning of Section 58A and 58AA and other
 relevant provisions of the Companies Act, 1956 and rules framed there
 under.
 
 (vii) In our opinion, internal audit function, carried out during the
 year by a firm of chartered accountants appointed by the management,
 have been commensurate with its size and nature of its business.
 
 (viii) According to the information and explanations given to us, the
 maintenance of Cost records has not been prescribed by the Central
 Government under Section 209 (1) (d) of the Companies Act, 1956.
 
 (ix) a) According to the records of the company and information and
 explanations given to us, the company has been regular in depositing
 undisputed statutory dues including provident fund, employees state
 insurance, income tax, sales-tax, wealth tax, custom duty, investor
 education and protection fund, excise duty, cess, service tax or any
 other statutory dues to the extent applicable with the appropriate
 authorities and there were no arrears under the above heads which were
 due for more than six months from the date they became payable as at
 the close of the year.
 
 b) According to the information and explanations given to us and
 records of the company examined by us, there are no dues of income tax,
 sales-tax, wealth tax, service tax, custom duty, excise duty, cess and
 any other statutory dues which have not been deposited on account of
 any dispute.
 
 (x) The company does not have any accumulated losses as at the end of
 the financial year and has not incurred any cash losses in the current
 financial year or in the immediately preceding financial year.
 
 (xi) Based on our examination of record and information and
 explanations given to us the company has not taken any loan from the
 financial institution, banks or debenture holders during the year.
 
 (xii) Based on our examination of record and information and
 explanations given to us the company has not granted any loans or
 advances on the basis of security by way of pledge of shares,
 debentures or other securities.
 
 (xiii) The provisions of any Special Statute applicable to chit fund,
 nidhi or mutual benefit fund/ societies are not applicable to the
 company.
 
 (xiv) The company has maintained proper records of transactions and
 contracts in respect of investments in shares, debentures and other
 securities and those timely entries have been made therein. The shares,
 debentures and other securities have been held by the company in its
 own name except to the extent of the exemption granted under section 49
 (4) of the Companies Act, 1956.
 
 (xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 (xvi) The company has not taken any term loan during the year.
 
 (xvii) In our opinion and according to the information and explanation
 given to us, and on an overall examination of the balance sheet and
 cash flow of the company, funds raised on short term basis have, prima
 facie, not been used for long term investment.
 
 (xviii) According to the information and explanations given to us,
 during the year, the company has not made any preferential allotment of
 shares to parties and companies covered in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 (xix) According to the information and explanations given to us, during
 the year the company has not issued any debentures and hence no
 securities or charges are required to be created in respect thereof.
 
 (xx) The company has not raised any money by way of public issues
 during the period covered under the audit report.
 
 (xxi) On the basis of our examination and according to the information
 and explanation given to us, no fraud, on or by the company, has been
 noticed or reported during the year.
 
 
                                          For VIJAY R. TATER & CO.
 
                                            Chartered Accountants 
 
                                     Firm Registration No.111426W
 
                                            (CA Suresh G. Kothari) 
 
 Place : Mumbai                                           Partner
 
 Date: 24th May 2012                                 (M. No 47625)