1.  We have audited the attached Balance Sheet of M/s. Matra Realty
 Limited as at 31st March, 2011 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 and the Profit Loss Account 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.
 
 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, 2011 from being
 appointed as director in terms of clause (g) of sub-section (1) of
 section 274 of the Companies Act 1956 as on that date.
 
 f) Attention is invited to the following:
 
 i) Note no. 5 of Schedule-9 of the financial statement wherein the
 management acknowledges that there are no employees being employed by
 the company. Further, the company has not been I carrying out any business 
 operations since last two years and also does not have any new projects in hand. 
 This raises a substantial doubt as to the Company''s ability to continue as a 
 going concern and therefore, may not be able to realise its assets and 
 discharge its liabilities in the normal course of business though the 
 management has represented otherwise.
 
 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 (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 31sl March, 2011;
 
 ii.  in so far as it relates to the Profit and Loss Account, of the
 Loss of the Company 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. However, no documentary evidence
 supporting such physical verification carried out, were made available
 to us, and hence we are unable to express any opinion on the material
 discrepancies noticed on such verification. 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. However, this may be read with our comments in clause
 (ii) of para (f) of our main report above.
 
 2.  In respect of its inventories:
 
 The company does not hold any inventories hence clause 4(ii) of the
 Companies (Auditor''s Report) order, 2003 is not applicable to the
 Company.
 
 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:
 
 The Company has not granted/taken any unsecured loans to/from
 companies, firms or other parties covered in the register maintained
 u/s. 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 fixed assets. During the course of our
 audit, we have not observed any weaknesses in internal control.
 
 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.
 
 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, Provident 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, 2011 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 financial year and had not incurred cash loss
 in the 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 or financial institutions. The company has not obtained any
 borrowings by issue of 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.  !n our opinion, the company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 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.  In our opinion, the Company has not raised 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 & Associates
                                                 Chartered Accountants
                                                        (FRN: 117307W)
                                                     C A Tushar Parekh
                                                            Proprietor
 
 Place: Mumbai
 
 Date: 13th August, 2011