1.  We have audited the attached Balance Sheet of Omaxe Limited, as at
 March 31, 2011, the Profit and 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 the 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 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 statements
 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 Companies (Auditor Report) (Amendment) Order 2004 (together
 the Order) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1 956 (the
 Act), and on the basis of such examination of the books and records of
 the Company as we considered appropriate and the information and
 explanations given to us during the course of the audit, 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 in paragraph 3
 above, we report that:
 
 i) a) We have obtained all the information and explanations, which to
 the best of our knowledge and belief were necessary for the purposes 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 ofthose
 books;
 
 c) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 FlowStatement dealt with bythis report comply with the Accounting
 Standards referred to in sub-section (3C) of section211 ofthe Act;
 
 ii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iii) On the basis of written representations 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 Act;
 
 5. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 significant accounting policies and other notes thereon give the
 information required by the Act, in the manner so required and give a
 true and fair view in conformity with the Accounting Principles
 Generally Accepted in India:
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31,2011;
 
 ii) In the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) In the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure to Auditors'' Report
 
 (Referred to in paragraph 3 of our report of even date to the members
 of Omaxe Limited on the accounts for the year ended March 31,2011)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets have been physically verified by the management at
 reasonable intervals, which in our opinion, is considered 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 a substantial part of fixed assets
 during the year, and accordingly, going concern is not affected.
 
 (ii) (a) The inventory includes land, completed real estate projects,
 project in progress, construction material, development and other
 rights in identified land.  Physical verification of inventory have
 been conducted at reasonable intervals by the management.
 
 (b) The procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company has maintained proper records of inventory. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventory as compared to the book records.
 
 (iii) (a) The Company had granted interest bearing unsecured loan to
 one subsidiary company listed in the register maintained under section
 301 of the Act. The maximum amount involved during the year was
 Rs.1800.00 mio and the year-end balance of loan granted to such company
 was Rs.922.00 mio.
 
 (b) According to the information and explanations given to us, the rate
 of interest and other terms and conditions of the loan given wherever
 applicable, are not, prima facie, prejudicial to the interest of the
 Company.
 
 (c) In respect of loan granted to one subsidiary company, the repayment
 thereof is linked to repayment by the Company to the bank. The Company
 is regular in repaying the principle and interest amount as stipulated
 whenever principle & Interest have become due.
 
 (d) The Company has taken unsecured loan from two companies listed in
 the register maintained under section 301 of the Act. The maximum
 amount involved during the year was Rs.694.58 mio and the year end
 balance of such loan taken was Rs.339.64 mio.
 
 (e) According to the information and explanation given to us, the rate
 of interest and other terms and conditions of the loan taken are not
 prima facie, prejudicial to the interest of the Company.
 
 (f) The principal amount of loan taken along with interest is repayable
 on call. The Company is regular in repayment of principal and interest
 whenever such call has been made.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of inventory, fixed assets and with regards to the sale of
 goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weakness in internal
 controls.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the transactions that need to be entered into
 the register required to be maintained in pursuance of section 301 of
 theAct have been soentered.
 
 (b) In our opinion and according to the information and explanations
 given to us, transactions made in pursuance of contracts or
 arrangements entered into the register required to be maintained in
 pursuance of section 301 of the Act and exceeding the value of rupees
 five lacs in respect of any party during the year have generally been
 made, other than the transactions for which comparable prices are not
 available, at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (vi) In our opinion, the Company has not accepted deposits from the
 public with in the provisions of sections 58A, 58AA or any other
 relevant provisions of the Act and the Companies (Acceptance of
 Deposits) Rules, 1 975.
 
 (vii) The Company has in house internal audit system, which in our
 opinion, is commensurate with the size of the Company and the nature of
 its business.
 
 (viii)As informed 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 Act in respect of the activities of the Company.
 
 (ix) (a) According to the records of the Company, provident fund,
 employees'' state insurance, income tax, sales tax, work contract tax,
 wealth tax, service tax, cess and other applicable material undisputed
 statutory dues have generally been deposited regularly during the year
 with the appropriate authorities except for delays in certain cases and
 there are no arrears of outstanding statutory dues as at the last day
 of the financial year concerned, for a period of more than six months
 from the date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of provident fund, employees'' state insurance, income tax,
 sales tax, work contract tax, wealth tax, service tax, cess and other
 applicable material statutory dues which have not been deposited as on
 March 31, 2011 on account of any dispute except the followings:
 
 Name of Statutes        Nature of Dues       Financial Year
                                              to which the matter
                                              pertains
 
 Income Tax Act, 1961    Income Tax            2007-08
 
 Income Tax Act, 1961    Income Tax            2007-08
 
 Income Tax Act, 1961    Income Tax            2008-09
 
 Punjab General Sales    Sales Tax             March 31st, 2003
 Tax Act, 1948
 
 Haryana Value Added     Sales Tax             March 31st, 2005
 Tax Act, 2003
 
 Haryana Value Added     Sales Tax             March 31st, 2006
 Tax Act, 2003
 
 Haryana Value Added     Sales Tax             2009-10
 Tax Act, 2003
 
 U.R Trade Tax           Sales Tax             March 31 st, 2006
 Act, 1948
 
 U.R Trade Tax           Sales Tax             Dec, 2007
 Act, 1948
 
 U.R Trade               Sales Tax             January 2007
 Tax Act, 1948                                 to March 2008
 
 U.R Trade Tax           Sales Tax             March 31 st, 2009
 Act, 1948
 
 Delhi VAT ACT,          Sales Tax             2005-06
 2005
 
 Delhi VAT               Sales Tax             2006-07
 ACT, 2005
 
 Show Cause              Service Tax           2004-05 to
 
 Notice Received                               2007-08
 
 Show Cause              Service Tax           2002-03 to
 
 Notice Received                               2007-08
 
 Name of Statutes      Forum where dispute              Amount
                       is pending                       Outstanding
                                                        (Rs. in Mio)
 
 Income Tax Act, 1961  Commissioner of Income              418.82
                       Tax (A) - III, New Delhi
 
 Income Tax Act, 1961  Deputy Commissioner of               19.73
                       Income Tax, CIR 51 (1), New Delhi
 
 Income Tax Act, 1961  Deputy Commissioner of                0.04
                       Income Tax, CIR 51 (1), New Delhi
 
 Punjab General Sales
 Tax Act, 1948         Deputy Excise & Taxation              1.50
                       Commissioner, Chandigarh
 
 Haryana Value Added
 Tax Act, 2003         Joint Excise & Taxation               0.80
                       Commissioner (A) Faridabad
 
 Haryana Value Added
 Tax Act, 2003         Joint Excise & Taxation               1.55
                       Commissioner (A) Faridabad
 
 Haryana Value Added
 Tax Act, 2003         Joint Excise & Taxation               6.06
                       Commissioner (A) Faridabad
 
 U.R Trade Tax
 Act, 1 948            Joint Commissioner (A)                4.90
                       Trade Tax Range Noida (U.R)
 
 U.R Trade Tax
 Act, 1 948            Joint Commissioner (A)
                       Trade Tax Range Noida (U.R)           1.38
 
 U.R Trade
 Tax Act, 1948         Joint Commissioner (A)                0.63
                       Trade Tax Range Noida (U.R)
 
 U.R Trade Tax
 Act, 1 948            Joint Commissioner (A)                2.13
                       Trade Tax Range Noida (U.R)
 
 Delhi VAT ACT,
 2005                  Joint/ Deputy Commissioner           43.93
                       of Trade & Taxes, Delhi
 
 Delhi VAT
 ACT, 2005             Joint/ Deputy Commissioner            0.82
                       of Trade & Taxes, Delhi
 
 Show Cause
 Notice Received       Show Cause Notice issued by
                       Commissioner Service Tax A.E Delhi   15.00
 
 Show Cause
 Notice Received       Show Cause Notice issued by
                       Commissioner Service Tax A.E Delhi   14.10
 
 (x) The Company does not have any accumulated losses as at March 31,
 2011 and has not incurred cash losses during the financial year covered
 by our audit and the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to
 Bank, Financial Institution and debenture holders as atthe balance
 sheet date.
 
 (xii) In our opinion and according to the information and explanations
 given to us, no loans and advances have been granted by the Company on
 the basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) The Company is not a chit fund or nidhi / mutual benefit
 fund/society.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in securities. The
 Company has invested some funds in mutual funds and other securities.
 According to the information and explanations given to us, proper
 records have been maintained of the transactions and contracts and
 timely entries have been made there in. The investments have been held
 by the Company in its own name.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantees on behalf of subsidiaries and others, the
 terms and conditions whereof in our opinion are not prima-facie
 prejudicial to the interest of the Company.
 
 (xvi) According to the information and explanations given to us and
 records examined by us, the term loans have been applied for the 
 purpose for which they were raised.
 
 (xvii) On the basis of an overall examination of the balance sheet of
 the Company, in our opinion and according to the information and
 explanations given to us, we report that funds raised on a short-term
 basis, have not been used for long-term investment.
 
 (xviii)The Company has not made preferential allotment of shares to the
 parties covered in register maintained under section 301 of the Act.
 
 (xix) According to the information and explanations given to us the
 Company has not issued debentures during the year.  The Company had
 created security or charge in respect of debenture issued in prior
 years which were outstanding during the current year.
 
 (xx) The Company has not raised money by way of public issue during
 the year.
 
 (xxi) During the course of the audit carried out 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 Doogar & Associates
 
 (Regn. No. - 000561 N)
 
 Chartered Accountants
 
 Sd/-
 
 M.K.Doogar
 
 Partner
 
 (F-80077)
 
 Place: New Delhi
 
 Date: 30th May, 2011