We have audited the attached Balance Sheet of M/s. THAKKER''S DEVELOPERS
 LIMITED, as at 31st March 2011 and the Profit & Loss Account of the
 Company 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 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 whether the financial statements
 are free of material misstatement. An audit includes examining, on 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 and repot
 that:
 
 1. As required by the Companies (Auditors'' Report) Order, 2003, issued
 by the Company Law Board in terms of Section 227(4A) of the Companies
 Act, 1956, we give in the Annexure a statement on the matters specified
 in Paragraphs 4 & 5 of the said Order.
 
 2 Subject to our remarks in annexure referred to in para 1 and 2 above
 :
 
 2.1 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.
 
 2.2 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
 the books.
 
 2.3 The Balance Sheet, Profit and Loss Account and cash flow statement
 dealt with by this report are in agreement with the books of accounts.
 
 2.4 On the basis of the written representations received from directors
 and taken on record by the Board of Directors, we report that none of
 directors is disqualified as on 31st March,2011 from being appointed as
 a Director of the Company under section 274(1 )(g) of the Act.
 
 2.5 In our opinion and to the best of our information and according to
 the explanations given to us, read together with Significant Accounting
 Policies and Notes on Accounts in Schedules 16 & 17, give the
 information required by the Companies Act, 1956 and in the manner so
 required and give a true and fair view:
 
 (a) in the case of the Balance Sheet of the state of affairs of the
 Company as at 31 st March, 2011,
 
 (b) in the case of the Profit & Loss Account of the Profit for the year
 ended on that date, and
 
 (c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
     
 ANNEXURE TO THE AUDITOR''S REPORT
 
 The annexure referred to in para 1 of our report of even date on the
 accounts of M/s. THAKKER''S DEVELOPERS LIMITED for the year ended 31 st
 March, 2011.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) We have been informed that majority of fixed assets have been
 physically verified by the management during the year and no material
 discrepancies were noticed.
 
 (c) There is no material or substantial disposal of fixed assets, which
 may affect the going concern, the basic assumption on which the
 accounts of the company are prepared.
 
 (ii) (a) As explained to us inventories have been physcially verified
 by the management during the year.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures and physical verifications of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of it''s business.
 
 (c) The company is maintaining proper records of inventory. The
 discrepancies noticed on verifications between physical inventories and
 the book records were not materials in relations to the operation of
 the company and the same have been properly dealt in the books of
 accounts.
 
 (iii) (a) The Company has taken unsecured loans from Companies and
 other parties covered in the register maintained under section 301 of
 the Act. The number of parties involved are 4 (Four), maximum amount
 outstanding during the year is 1199.83 Lacs, and the total amount
 outstanding as on 31-03- 2011 is Rs.1164.11 Lacs.The company has not
 given an unsecured loan to any company which is covered in the register
 maintained under section 301 of the Act. The amount outstanding in
 respect of such loan given is Rs.Nil.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the rate of interest and other terms and conditions of
 Loans taken by the Company in respect of aforesaid parties are not
 prima-facie prejudicial to the interest of the Company.
 
 (c) No terms of repayment of principal and / or interest are
 stipulated.
 
 (d) Since there is no stipulation as to the time period for the
 repayment of unsecured loan taken, we are unable to comment on the
 regularity of the same.
 
 (iv) 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 nature of it''s business
 for the purchase of inventory and fixed assets and sale of goods.
 During the course of our audit no major weaknesses have been observed
 in the internal control.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the transactions made in pursuance of
 contracts or arrangements, that needed to be entered into in the
 register maintained under sections 301 of Companies Act 1956 have been
 so entered.
 
 (b) We are unable to express any opinion in respect of the transactions
 made in persuance of contract or arrangement entered in the registers
 maintained under section 301 and exceeding the value of Rs. 5,00,000/-
 in respect of any party, as prevailing market prices are not available.
 
 (vi) 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 Sec. 58A and 58AA of the Companies Act,
 1956 and rules made there under.
 
 (vii) The Company does not have any formal internal Audit System.
 
 (viii) As informed to us the maintenance of cost records has not been
 prescribed by the Central Govt.  under sec. 209(1 )(d) of the Companies
 Act, 1956.
 
 (ix) (a) According to the information and explanations given to us, and
 records of the Company, the Company is generally regular in depositing
 undisputed statutory liabilities, including Provident Fund, Income Tax,
 Sales Tax, Wealth Tax, Custome Duty, Excise Duty, cess and other
 statutory dues with appropriate authorities. According to information
 and explanations given to us, no undisputed amounts payable in respect
 of the aforesaid dues were outstanding as on 31 st March, 2011 for a
 period of more than six months from the date of becoming payable.  (b)
 According to the information and explanations given to us no dues in
 respect of disputed matters of Sales Tax, Income Tax, Custom Duty,
 Wealth Tax, Excise Duty, cess were pending as on 31.03.11.  However
 following appeals/disputes are pending the demands in respect of which
 are fully paid.
 
 A.Y.        Status      Demand (Rs.)               Status
 
 2000-01   Income Tax    3,00,917       Appeal Preferred with High Court, 
                                        Mumbai
 
 2001-02   Income Tax    4,33,166       Appeal Preferred with High 
                                        Court, Mumbai
 
 2002-03   Income Tax    3,70,710       Appeal Preferred with High 
                                        Court, Mumbai
 
 2004-05   Income Tax    2,61,918       Appeal Pending with ITAT, Pune
 
 2005-06   Income Tax    1,13,848       Appeal Pending with ITAT, Pune
 
 (x) The Company has no accumulated losses and has not incurred any cash
 losses during the financial year covered by our audit and in the
 immediately preceding financial year.  
 
 (xi) According to the information and explanations given to us, and the
 records examined by us the
 Company has not defaulted in repayment of dues to a financial
 institution or bank.  
 
 (xii) In our opinion and according to the information and explanations,
 no loans and advances have been granted by the Company on the basis of
 security by way of pledge of shares, debentures and others securities.
 
 (xiii) The Company is not carrying on the Chit Fund Business, or a
 Nidhi Mutual benefit fund/Society.  Therefore, the provision of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (xiv) The Company is not dealing or trading in shares, securities,
 debentures or other investments.  Accordingly, the provision of clause
 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantees for loans taken by others from
 banks or any financial institutions.
 
 (xvi) According to 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 the terms loans were applied for the purpose for which
 the loans were obtained.
 
 (xvii) According to 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 the funds raised on shorts term basis have not been
 used for long term investments and vice-versa.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year.
 
 (xix) The Company has not issued any debentures.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) In our opinion 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 and on behalf of
 
 GOVILKAR & ASSOCIATES
 
 Chartered Accountants
 
 Firm Reg.No.119099W
 
 HERAMBM. GOVILKAR
 
 Partner
 
 Membership No. 41693
 
 PLACE:  NASHIK
 
 DATE :   30/05/2011