1) We have audited the attached Balance Sheet of M/s Matra Realty
 Limited as at 31st March, 2012 and also the Profit and Loss Account and
 the Cash Flow Statement for the Period 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 from any 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 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 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 paragraphs 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 the
 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 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 of
 the Company;
 
 d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report comply with accounting
 standards referred to in sub-section (3C) of Section 211 of the
 Companies Act, 1956.
 
 e) On the basis of representations made by the Directors of the Company
 and taken on 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 sub- section (1) of
 Section 274 of the Companies Act, 1956;
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said financial statements read together
 with Significant Accounting Policies and Notes on Accounts forming part
 thereof, 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 the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March. 2012
 
 II.  In the case of Profit and Loss Account, of the Profit for the
 Period ended on that date; and
 
 III.  In the case of Cash Flow Statement of the cash flows for the
 Period ended on that date.
 
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Annexure referred to in paragraph 3 our report of even date
 
 On the basis of such checks as we considered appropriate and on the
 basis of examination of records and in terms of the information and
 explanations given to us, we state that:
 
 I (a) The Company is maintaining proper records to show full
 particulars, including
 
 quantitative details and situation of fixed assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the period but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) The Company has not disposed off any part of fixed assets so it
 will not affect on its going concern status.
 
 II (a) The Inventories have been physically verified by the management
 at reasonable intervals
 
 during the period. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) In our opinion and according to the information and explanation
 given to us, the company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 Ill (a) The Company has not granted loans, secured or unsecured, to or
 from companies, firms or other parties covered in the register
 maintained under section 301 of the companies Act 1956.
 
 (b) The other terms and conditions on which the loans have been taken
 is prima facie, not prejudicial to the interest of the company.
 
 (c) In view of our comments in Para III (d) and (e) above, clause III
 (g) of the said order is not applicable to the company.
 
 IV. In our opinion, there are generally adequate internal control
 procedures commensurate with the size of the Company and nature of its
 business. We have not come across any instance of major weakness in the
 said internal controls.
 
 V (a) On the basis of audit procedures performed by us, we are of the
 opinion that the transactions in which directors were interested and
 which were required to be entered in the register maintained under
 section 301 of the Companies Act, 1956, have been so entered.
 
 (b) Based on the information and explanation given to us, in our
 opinion, these transactions have been made at reasonable prices having
 regard to the prevailing market prices at the relevant time.
 
 VI.  The Company has not accepted any deposits from public; hence
 clause (vi) of the Order does not apply.
 
 VII.  In our opinion, the internal audit system is commensurate with
 the size of the Company and the nature of its business.
 
 VIII.  The Company is not required to maintain cost records under
 section 209(1) (d) of the Companies Act, 1956.
 
 IX.  The Company is regular in depositing undisputed statutory dues
 including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Customs
 Duty and other material statutory dues with appropriate authorities. As
 per information and explanations given to us, no such undisputed
 statutory dues were in arrears as on 31st March 2012 for a period of
 more than six months from the date they became payable.
 
 X.  The Company has accumulated losses of Rs. 39, 52,878/- as at the end
 of the financial period and has incurred a net profit of Rs. 135,134/- in
 the current financial period.
 
 XI.  The Company has not taken any loan from Financial Institution or
 bank so this clause (xi) does not apply.
 
 XII.  The Company has not granted any loans or advances on the pledge
 of any securities; hence clause (xii) of the order does not apply.
 
 XIII.  In our opinion and according to the information and explanation
 given to us, the company is not a Chit fund or nidhi /mutual benefit
 fund/ society. Therefore, the provisions of clause (xiii) of paragraph
 4 of the companies (Auditor''s Report) order, 2003 are not applicable to
 the Company.
 
 XIV.  According to the information and explanations given to us, the
 company is not dealing or trading in shares, securities, debentures and
 other investments, the requirements of clause
 
 (xiv) of the order relating to the maintenance of the proper records of
 the transactions are not applicable.
 
 XV In our opinion and according to the information and explanation
 given to us, the terms & conditions of the guarantees given by the
 company for loans taken by others from banks and financial
 institutions, are not prima facie prejudicial to the interest of the
 company.
 
 XVI.  In our opinion and according to the information and explanation
 given to us, the term loans obtained during the Period have been prima
 facie applied for the purpose for which they were taken.
 
 XVII.  According to the information and explanation given to us and an
 overall examination of the Balance Sheet of the company, funds raised
 on short-term basis, have not been used for long-term investments.
 
 XVIII. During the Period under review, the Company did not make any
 preferential allotment of shares to the parties and companies covered
 in the register maintained under section 301 of the Companies Act,
 1956.
 
 XIX.  The Company has not issued any secured debentures during the
 Period, hence the question of creation of security or charge in respect
 of debenture issued does not apply.
 
 XX.  The company has not raised any money by public issues during the
 Period under review.
 
 XXI.  According to the information and explanations given to us and to
 the best of our knowledge and belief, no fraud on or by the Company has
 been noticed or reported by the Company during the Period.
 
 For and on behalf of
 
 TUSHAR PAREKH AND ASSOCIATE
 
 Chartered Accountants
 
 Sd/-
 
 TCISHAR PAREKH
 
 (Proprietor)
 
 Membership No. 103230
 
 FRN. 117307W
 
 Place : Mumbai
 Date  : 24.08.2012