1.  We have audited the attached Balance Sheet of M/s. Clarus
 Infrastructure Realities Limited as at 31 st March, 2012 and also the
 Profit and loss Account and the Cash Flow Statement of the Company 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.
 
 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 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.
 
 2.  As required by the 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 we enclose in the Annexure a
 statement on the matters specified in paragraph 4 and 5 of the said
 Order.
 
 3.  Further to our comments in the Annexure referred to in paragraph 2
 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 Balance Sheet, Profit Loss Account and Cash Flow Statement dealt
 with by this report are in agreement with the books of account;
 
 d) In our opinion the Balance Sheet, Profit and Loss Account and Cash
 Flow Statements dealt with by this report comply with the mandatory
 Accounting Standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956 except for Accounting Standard 15 Accounting
 for Employee Benefits in respect of leave encashment and Gratuity
 liability not provided as explained in note 21.14;
 
 e) On the basis of written representations received from the directors,
 and taken on record by the Board of Directors, in our opinion none of
 the director is disqualified as on 31st March, 2012 from being
 appointed as directors in terms of clause (g) of sub-section (1) of
 section 274 of the Companies Act 1956 as on that date.
 
 0 Reference is invited to Note 21.15, regarding non compliance with the
 provisions of Section 295 of the Companies Act, 1956 in obtaining the
 prior approval of the Central Government.  The impact of this non
 compliance on the loss for the year and results is not ascertainable.
 
 g) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts subject to the effects
 of matters discussed in para (d) and (f) above read together with the
 Significant Accounting Policies and other 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 principles generally accepted in India:
 
 i.  in so far as it relates to Balance Sheet, of the state of affairs
 of the Company as at 31st March, 2012;
 
 ii.  in so far as it relates to the Profit and Loss Account, of the
 Loss for the year ended on that date;
 
 iii. in case of Cash Flow Statement of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditors  Report
 
 (Referred to in Paragraph 3 of our report of even date)
 
 Based upon the information and explanations furnished to us, and the
 books and records examined by us in the normal course of our audit, we
 report that to the best of our knowledge and belief:
 
 1.  In respect of its fixed assets:
 
 a) As explained to us, the company is in the process of maintaining
 proper records showing full particulars including quantitative details
 and situation of fixed assets on the basis of available information. As
 on the date of signing of this report the register was not available
 for verification
 
 b) According to the information and explanations given to us, the fixed
 assets of the company have been physically verified at the year-end,
 which in our opinion is reasonable, having regard to the size of the
 company and nature of its assets. As per the management representation,
 no material discrepancies have been reported on such verification as
 compared to book records.
 
 c) In our opinion and according to the information and explanations
 given to us, the Company has not disposed of substantial part of fixed
 assets during the year and the going concern status of the Company is
 not affected.
 
 2.  In respect of its inventories:
 
 a) As explained to us, inventories of shares have been physically
 verified by the management at regular intervals during the year.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories of
 shares 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 information and explanations
 given to us, the Company has maintained proper records of inventories
 of shares. As explained to us, there was no material discrepancies
 noticed on physical verification of inventory of shares as compared to
 the book records.
 
 3.  In respect of loans, 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 unsecured loans to a company
 covered in the register maintained under section 301 of the Companies
 Act, 1956. The maximum amount involved during the year aggregate to Rs.
 50,05,000/- and the year-end balance in respect of these loans was Rs.
 45,05,000/-;
 
 b) The above loans being interest free, the question of commenting on
 the rates of interest does not arise. In the absence of any stipulated
 terms and conditions of the loans granted, we are unable to comment
 whether the same are prejudicial to the interest of the Company,
 whether receipt of principal is regular and reasonable steps have been
 taken for recovery of principal.
 
 c) The Company has taken interest free unsecured loans from one party
 covered in the register maintained u/s. 301 of the Companies Act, 1956.
 The maximum amount involved during the year aggregate to Rs. 15,00,000/-
 and the year-end balance in respect of these loans was Rs. 15,00,000/-; .
 
 d) In our opinion and according to the information and explanations
 given to us, the terms and conditions on which such loans had been
 taken are not, prima facie prejudicial to the interest of the Company;
 
 e) In respect of said loans, these are repayable on demand and hence
 the question of overdue amounts as such does not arise.  .
 
 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 for the purchase of inventory, fixed assets and with regard
 for the sale of goods and services. During the course of our audit, we
 have not observed any continuing failure to correct major weaknesses in
 internal controls.  .
 
 5.  To the best of our knowledge and belief and according to the
 information and explanations given to us, the particulars of contracts
 or arrangements that need to be entered into the register maintained
 under section 301 of the Companies Act, 1956 have been so entered.
 
 To the best of our knowledge and according to the information and
 explanations given to us, there were no transactions in pursuance of
 contracts or arrangements entered in the register maintained under
 section 301 of the Companies Act, 1956, aggregating during the year to
 5,00,000/- (Rupees five lacs) or more in respect of any party.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of section 58A and section 58AA or other relevant
 provisions of the of the Companies Act, 1956 and Companies (Acceptance
 of Deposits) Rules, 1975 with regard to acceptance of deposits from the
 public.
 
 7.  There is no internal audit system prevalent in the Company.
 
 8.  According to information and explanations give to us, Central
 Government has not prescribed maintenance of Cost Records under Section
 209(1)(d) of the Companies Act, 1956 in respect of business activities
 of the Company.
 
 9.  In respect of statutory dues:
 
 a) According to the records of the Company, and according to the
 information and explanations given to us, the company is generally
 regular in depositing undisputed statutory dues including Investor
 Education & Protection Fund, Income-Tax, Service tax and other material
 statutory dues applicable to the company with the appropriate
 authorities during the year.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31st March, 2012 for a period of more than six months
 from the date of becoming payable.
 
 c) According to the records of the Company, and as per information and
 explanations given to us there are no disputed statutory dues
 outstanding during the year.
 
 10.  The accumulated losses of the Company at the end of the financial
 year are not less than 50% of its net worth. The Company has incurred
 cash loss in the current and immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks. The company has not issued any debentures.
 
 12.  In our opinion and according to the information and explanations
 given to us, the company has not granted any loans and advances 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 nidhi/mutual
 benefit fund/society.
 
 14.  As per information and explanation given to us and books and
 records produced before us, the company is dealing and trading in
 shares and securities and proper records have been maintained of
 transactions and contracts and timely entries have been made therein.
 Also, shares and securities have been held by the company in its own
 name.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantees for loans taken by others from
 banks or financial institutions.
 
 16.  The Company has not obtained any term loans during the year.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, funds
 raised on short-term basis during the year have not been used for
 long-term investments.
 
 18.  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.
 
 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 covered by our audit report.
 
 21.  To the best of our knowledge and according to the information and
 explanations given to us by the management, no fraud on or by the
 Company has been noticed or reported during the year that causes the
 financial statements to be materially misstated.
 
 
                                        For Tushar Parekh and Associates
 
                                                   Chartered Accountants
 
                                                          (FRN: 117307W)
  
                                                       CA Tushar Parekh
 
                                                              Proprietor
 
                                                   Membership No: 103230
 
 Place: Mumbai
 
 Date: 31st July, 2012