We have audited the attached Balance Sheet of Rodium Realty Limited as
 at 31st March 2012, and also the Statement of Profit and Loss and the
 cash flow statement for the year ended on that date annexed thereto
 which we have signed under reference to this report. 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 generally accepted auditing
 standards 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 statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditor''s Report) Order, 2003 (the
 Order) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956 (the ''Act'')
 we give in the annexure a statement on the matters specified in
 paragraphs 4 and 5 of the Order.
 
 Further to our comments referred to above, we report that:
 
 1.  We have obtained all the information and explanations, which to the
 best of our knowledge belief were necessary for the purpose of our
 audit;
 
 2.  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;
 
 3.  The Balance Sheet, Statement of Profit and Loss and Cash Flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 4.  In our opinion, the Balance Sheet, Statement of Profit & Loss 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;
 
 5.  On the basis of written representations received from the Directors
 as on 31st March 2012 and taken on record by the Board of Directors and
 on the basis of examination and records of the company, we report and
 certify that none of the Directors is disqualified as on 31 March, 2011
 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956 on the said
 date;
 
 6.  In our opinion and to the best of our information and according to
 the explanations given to us, the said Accounts read together with
 notes thereon, 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;
 
 a) in the case of the Balance Sheet, of the State of Affairs of the
 Company as at 31st March 2012;
 
 b) in the case of the statement of Profit and Loss, of the Profit for
 the year ended on that date; and
 
 c) in the case of the Cash Flow Statement, of the Cash Flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS1 REPORT
 
 (Referred to in our report of even date to the members of RODIUM REALTY
 LIMITED as at and for the year ended 31st March, 2012).
 
 i) In respect of its Fixed Assets:
 
 a) The company has maintained proper records showing full particulars,
 including quantitative details and situation of Fixed Assets;
 
 b) As explained to us, the assets have been physically verified by the
 management, which in our opinion is reasonable, considering the size
 and the nature of its business. The frequency of verification is
 reasonable and discrepancies noticed on such physical verification have
 been properly dealt with in the books of account;
 
 c) The company has not disposed off any part of its Fixed Assets during
 the year.
 
 ii) In respect of its inventories:
 
 a) The inventory has been physically verified by the management during
 the year. In our opinion, the frequency of verification is reasonable;
 
 b) The procedures of physical verification of inventory followed by the
 management are, in our opinion, reasonable and adequate in relation to
 the size of the company and nature of its business;
 
 c) The company is maintaining proper records of inventory. As informed,
 no material discrepancies were noticed on such physical verification.
 
 iii) 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. Accordingly the clauses
 4(iii) (b) to (d) of the Order are not applicable;
 
 b) The company has taken unsecured loans from 10 parties covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year and the year end balance of
 loans taken from such parties were Rs. 208,749,547/- and Rs.
 165,083,889/- respectively.
 
 c) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms & conditions are not
 prima facie prejudicial to the interest of the company.
 
 d) The principal and interest payments in respect of the said loans
 were regular.
 
 iv) In our opinion 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 for
 the sale of goods and services. During the course of our audit, no
 major weakness has been noticed in internal control system, in respect
 of these areas.
 
 v) a) Based on the audit procedure applied by us and according to the
 information, explanations and representation given to us, we are of the
 opinion that particulars of contracts or arrangements referred to in
 section 301 of the Companies Act, 1956 that need to be entered in the
 register maintained under that section have been so entered.
 
 b) According to the information and explanations given to us, the
 transactions made in pursuance of contracts or arrangements entered in
 the register maintained under section 301 of the Companies Act, 1956
 exceeding the value of Rs.5 lakhs in respect of each party, the
 transactions have been made at prices which are, prima facie,
 reasonable having regard to the prevailing market prices at the
 relevant time, where comparable market price exists.
 
 vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits from public
 within the meaning of section 58 A and 58 AA of the Companies Act, 1956
 and Rules framed there under.
 
 vii) The Company has appointed a firm of Chartered Accountants to carry
 out the internal audit of its operations. In our opinion, the company''s
 internal audit system is commensurate with the size and nature of its
 business.
 
 viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the Rules made by the Central Government for
 maintenance of cost records under section 209(1)(d) of the Act, and are
 of the opinion that prima facie the prescribed accounts and records
 have generally been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 ix) a) The company is generally regular in depositing undisputed
 statutory dues, including Provident Fund, Investor Education and
 Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
 statutory dues with appropriate authorities, where applicable.
 According to the information and explanations given to us, there are no
 undisputed amounts payable in respect of such statutory dues which have
 remained outstanding as at 31st March, 2012 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 Sales tax, Income tax, Custom duty, Wealth tax, Service Tax,
 Excise duty and Cess that have not been deposited on account of any
 dispute.
 
 x) The accumulated losses at the end of the financial year are less
 than fifty percent of the net worth of the Company. Further, the
 Company has not incurred cash losses in the current financial year and
 in the immediately preceding financial year.
 
 xi) The company has not defaulted in repayment of its dues to banks.
 The company does not have any borrowings from financial institutions or
 by way of debentures.
 
 xii) The company has not granted any loans or advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 xiii) The provisions of any special statute applicable to Chit Fund,
 Nidhi or Mutual Benefit Fund / Societies 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 or
 other investments except for investments in mutual funds, where the
 company has maintained proper records, timely entries have been made
 and the investments are held in the name of the company.
 
 xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 xvi) On the basis of the records examined by us we have to state that,
 the company has, prima facie, applied the Hire Purchase loans for the
 purposes for which they were obtained. The company does not have any
 other term loans.
 
 xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the company, we report
 that no funds raised on short term basis have been used for long-term
 investments.
 
 xviii) The company has not made any preferential allotment of shares
 during the year to parties and companies covered in the register
 maintained under section 301 of the companies Act, 1956.
 
 xix) The company has not issued any debentures during the year.
 
 xx) The company has not raised any money by way of public issue during
 the year.
 
 xxi) On the basis of our examination and according to the information
 and explanations given to us, no fraud on or by the company, has been
 noticed or reported during the year.
 
                                             For M. M. NISSIM AND CO.
 
                                               Chartered Accountants 
 
                                       FRN No. (ICAI Reg. No.107122W)
 
                                                       (N. Kashinath)
 
 August 29, 2012                                             Partner
 
 Mumbai                                               Mem. No. 36490