I.  We have audited the attached Balance Sheet of Ritesh Properties and
 Industries Limited as at 31st March 2012 and also the Statement of
 Profit & Loss Account for the year ended on that date Annexed thereto
 and the Cash Flow Statement for the year ended on that date. These
 financial statements are the responsibility of the Company''s
 management. Our responsibility is to express opinion on these financial
 statements based on our audit.
 
 II.  We have 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 mis-statement. 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.
 
 III.  We report that:-
 
 1.  As required by Companies (Auditors'' Report) Order, 2003 issued by
 the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956, we annex hereto a statement on the matters
 specified in paragraphs 4 & 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to in paragraph
 (1) above, we report as under:
 
 (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 accounts as required by law have
 been kept by the Company so far as appears from our examination of the
 books;
 
 (c) The Balance Sheet, Statement of Profit & Loss Account and Cash Flow
 Statement, referred to in this report, are in agreement with the books
 of accounts;
 
 (d) On the basis of written representations received from the Directors
 as on 31st March 2012 and taken on record by the Board of Directors, we
 report that none of the Director 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;
 
 (e) In our opinion the Balance Sheet, the Statement of Profit & Loss
 and the Cash Flow Statement referred to in this report comply with the
 Accounting Standards referred to in sub section (3C) of Section 211 of
 the Companies Act, 1956; and
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said statement of accounts, read with
 notes thereon as given in the Notes on Accounts
 
 1. Depreciation :- Depreciation on Fixed Assets have not been
 calculated on the rates as per Schedule XIV of the Companies Act, 1956,
 however, it had been calculated and provided as per the rates
 prescribed in Income Tax Act, 1961 as consistently been provided year
 after year in past.
 
 Give the information required by the Companies Act, 1956 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 Balance Sheet, of the state of affairs of the Company
 as at 31st March 2012;
 
 ii. In the case of the Statement of Profit & Loss Account, of the
 Profit for the year ended on that date; and
 
 iii. In the case of Cash Flow Statement, of the Cash flow for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 (Referred to in Paragraph (1) of our Report of even date)
 
 1.  a) The Company has maintained proper
 
 records showing full particulars including quantitative details and
 situation of its fixed assets.
 
 b) As explained to us, all the fixed assets have been physically
 verified by the management in phased periodical manner which in our
 opinion is reasonable having regard to the size of the company and
 nature of its fixed assets. No material discrepancies were noticed on
 such verification.
 
 c) As per the information and explanations given to us, the company has
 not disposed off any substantial part of its fixed assets during the
 year.
 
 2.  a) Inventories have been physically verified by
 
 the management at reasonable intervals during the year/at the year end.
 
 b) As explained to us, the procedure of physical verification of the
 stocks refer to in (a) above followed by the management, in our opinion
 are 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 explanations
 given to us, the company is maintaining proper records of its
 inventories and there were no material as compared to two companies in
 previous year which are duly recorded as compared to the books of
 accounts.
 
 3.  a) The Company during the year under audit
 
 has taken loan from one Company and one individual in the register
 maintained under Section 301 of the companies Act, 1956. The year-end
 aggregate balance of such loans taken from such parties was Rs.2017.58
 Lacs (Previous Year Rs.975.37 Lacs). There are four (previous year
 four) Companies covered in the register maintained under Section 301 of
 the Companies Act, 1956, to which the company has granted loans. The
 year-end aggregate balance of loans granted to such parties was
 Rs.691.83 Lacs (Previous Year Rs. 787.10 Lacs).
 
 b) The company has given loans to wholly owned subsidiaries of the
 Company. In respect of the said loans, the maximum amount outstanding
 at any time during the year and by year end is Rs.1755.07 Lacs
 (Previous year Rs. 1460.09 Lacs).
 
 c) In our opinion and according to the information and explanations
 given to us, the rate of interest, where applicable, and other terms
 and conditions of loans given by the company are not prima facie
 prejudicial to the interest of the company.
 
 d) In respect of the said loans, the same payable / receivable on
 demand and there is no repayment schedule. The interest, where
 applicable, is payable/receivable on demand. In respect of interest,
 there are no overdue amounts.
 
 e) In respect of said loans, there are no overdue amount.
 
 4.  In our opinion and according to the information given to us, there
 are adequate internal control procedures commensurate with the size of
 the Company and the nature of its business with regard to purchase of
 inventories, fixed assets and also for the sale of goods and services.
 
 5.  (a) In our opinion and according to the
 
 informations and explanations provided to us by the management, the
 transactions that need to be entered in to the register maintained
 under section 301 of Companies Act, 1956 have been so entered.
 
 (b) The company has no transaction exceeding to Rs.5,00,000/- or more
 with the parties to be entered in to the register maintained u/s 301 of
 the Companies Act, 1956.
 
 6.  According to the information and explanations given to us, the
 company has not accepted any deposits from the public. Therefore, the
 provisions of Clause (vi) of paragraph 4 of the Order are not
 applicable to the Company.
 
 7.  In our opinion, the Company has an adequate internal audit system
 commensurate with the size of the company and nature of its business.
 
 8.  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 the type of industry carried on by the company.
 
 9.  a) According to the records of the Company, the
 
 Company is generally regular in depositing with the appropriate
 authorities the undisputed statutory dues including Income Tax, Sales
 tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.
 
 b) According to the information and explanations given to us, no
 undisputed amounts are payable in respect of such statutory dues were
 outstanding as at 31st March, 2012 for a period of more than six months
 from the date they become payable.
 
 c) According to the information and explanations given to us and on the
 basis of our examination of the books of accounts, as on this date,
 there are no dues payable in respect of Income tax, Wealth Tax, Sales
 Tax, Custom Duty. Excise Duty and any other statutory dues which are in
 dispute and have not been deposited with appropriate authorities
 
 10.  The company has issued subscribed and fully paid up Share Capita I
 of Rs. 1159.10 lacs and credit balance of Rs.853.09 iacs in Reserve &
 Surplus by the year ended on 31st March, 2012 after adjusting the
 accumulated losses of Rs. 1679.84 lacs. During the year ended under
 audit, it has earned cash profit (after tax) of Rs. 123.46 lacs
 (Previous year Rs.623.17 lacs).
 
 11.  Based on our Audit procedure and on the information and
 explanation given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to bank.
 
 12.  According to the information and explanations given tc us. the
 company has not granted any loans and advances on the basis of
 securities by way of pledge of shares, debentures and other securities.
 
 13.  The company is not a chit fund or a nidhi / mutual benefit
 fund/society. Therefore, the provision of Clause (xiii) of paragraph 4
 of the Order is not applicable to the Company,
 
 14.  According to information and explanations given to us. the company
 has maintained proper records of investments. All investments are being
 held by the company in its own name,
 
 15.  According to information and explanations given to us, the company
 has not given guarantees for loans taken by others from the bank or
 financial institutions.
 
 16.  The company has not taken any term loan during the year.
 
 17.  Based on the information and explanations given to us and on an
 overall examination of the Balance Sheet of the company, we are of the
 opinion that there are no funds raised on short term basis which have
 been used for long term investment.
 
 18.  Based on the audit procedures performed and the information and
 explanations given to us by the management, we report that the company
 has not made any preferential allotment of shares/ debentures to
 parties and companies covered in the Register maintained under section
 301 of the Companies Act, 1956.
 
 19.  During the year under audit the company has no outstanding
 liability towards debentures.
 
 20.  The Company has not raised any money by public issue during the
 year.
 
 21.  In our opinion and according to the informations and explanation
 given to us, no informations fraud on or by the Company has been
 noticed or reported during the year.
 
                                         For S. M. Mathur & Co.
                                         Chartered Accountants 
                                        (Firm Registration No. 006588N)
 
                                                 sd/- 
 Place: New Delhi                          (S. M. Mathur)
 
 Dated: 27.08.2012 Prop.
 
                                             M.No.013066