1.  We have audited the attached Balance Sheet of M/s Esaar (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 standard
 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 test basis, evidence supporting the amounts and
 disclosure 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 over all Financial
 Statement presentation. We believe that our audit provides reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, as
 amended, issued by 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.
 
 4.  Further to our comments in the Annexure referred to above, we state
 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 accounts 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 accounts.
 
 d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to in sub section (3C) of section 211 of the
 Companies Act, 1956.
 
 e) On the basis of written representation received from the directors,
 as on March 31, 2011 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on March 31, 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 explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required and give
 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 the Profit & Loss Account, of the Loss 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 TO THE AUDITOR''S REPORT ON THE ACCOUNTS FOR THE YEAR ENDED
 31st MARCH. 2011
 
 (Referred to in paragraph 3 of Auditor''s Report of even date on the
 financial statements as for the year ended 31st March, 2011)
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) We have been informed that, the fixed assets have been physically
 verified by the Management at reasonable intervals. In our opinion the
 frequency of verification is reasonable with regard to the size of the
 company and nature of assets. According to information and explanations
 given to us by the management, no material discrepancy was noticed on
 such verification.
 
 (c) During the year the company has not disposed off a substantial part
 of its fixed assets and accordingly it has no effect on the going
 concern of the company.
 
 2.  (a) As informed to us, the inventories have been verified by the
 management with the supportive evidence during the year. In our opinion
 the frequency of verification is reasonable.
 
 (b) In our opinion, the procedures for physical verification of
 inventory followed by the management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) On the basis of our examination the records of inventory, we are of
 the opinion that Company is maintaining proper records of inventory. We
 are informed that no discrepancies were noticed on physical
 verification.
 
 3.  (a) 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.
 
 (b) 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,
 
 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 and fixed assets and for the
 sale of goods. In our opinion and according to the information and
 explanations given to us, there is no continuing failure to correct
 major weaknesses in internal control.
 
 5.  According to the information and explanations given to us, we are
 of the opinion that the company has not entered into any contracts or
 arrangements referred to in section 301 of the Companies Act, 1956.
 
 6.  No deposits, within the meaning of Section 58A and 58AA or any
 other relevant provisions of the Companies Act, 1956 and rules framed
 thereunder have been accepted by the Company.
 
 7.  In our opinion and according to information and explanation given
 to us, the company has adequate internal audit system commensurate with
 size of the Company and nature of its business.
 
 8.  According to the information and explanation given to us the
 maintenance of cost records has not been prescribed by the Central
 Government under clause (d) of sub-section (1) of section 209 of the
 Companies Act, 1956 for any of the activities of the company.
 
 9.  (a) The Company is regular in depositing undisputed statutory dues
 including Investor Education and Protection Fund, Employees State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
 Excise Duty, cess and other material statutory dues applicable to the
 company with the appropriate authorities. No undisputed amounts payable
 in respect of the aforesaid statutory dues were outstanding as at the
 last day of the financial year for a period of more than six months
 from the date they became payable.
 
 (b) According to the records of the Company, there are no dues of
 Income Tax, Sales Taxi Service Tax, Customs Duty, Wealth Tax, Excise
 Duty, cess which have not been deposited on account of any dispute.
 
 10.  The Company has no accumulated losses as at 31 March, 2011. The
 company has not incurred any cash losses during the financial year
 covered by our audit as well as during the immediately preceding
 financial year.
 
 11.  According to the records made available to us and information and
 explanations given to us by the management, the company has not taken
 any financial assistance from any financial institutions or banks.
 Accordingly Clause 4(xi) of Companies (Auditor''s Report) Order, 2003 is
 not applicable.
 
 12.  According to the information 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.
 
 13.  In our opinion, the company is not a chit fund or a nidhi/ mutual
 benefit fund/ society. Therefore, the provisions of clause. 4 (xiii) of
 the Companies (Auditor''s Report) Order, 2003 are not applicable to the
 company.
 
 14.  The Company has maintained proper records of the transactions and
 contracts for dealing or trading in shares, securities, debentures and
 other investments and timely entries have been made therein. All
 shares, securities, debentures and other investment have been held by
 the company, in its own name except to the extent of the exemption
 granted under section 49 of the Companies Act, 1956.
 
 15.  In our Opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from Banks or Financial Institutions during the year.
 
 16.  As per the information and records furnished to us, the Company
 has not accepted any term loans.  Accordingly Clause 4(xvi) of the
 Companies (Auditor''s Report) Order, 2003 is not applicable to the
 company.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the cash flow statements and balance sheet of
 the company, in our opinion, the funds raised on short-term basis have,
 prima facie, not been used for long-term investment.
 
 18.  During the period the company has not made allotment of shares on
 preferential basis. Accordingly Clause 4(xviii) of Companies (Auditor''s
 Report) Order, 2003 is not applicable.
 
 19.  During the financial year, company had not issued any debenture.
 Accordingly Clause 4(xvtii) of Companies (Auditor''s Report) Order, 2003
 is not applicable.
 
 20.  The Company has not raised any money by way of public issue during
 the year. Accordingly Clause 4(xx) of Companies (Auditor''s Report)
 Order, 2003 is not applicable.
 
 21.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 
 For PRAVIN CHANDAK & ASSOCIATES
 
 Chartered Accountants
 
 Sd/-
 
 Pravin Chandak
 
 Partner
 
 M.No. 049391
 
 Place : Mumbai
 
 Date : 30th May, 2011