1.  We have audited the attached Balance Sheet of TIVOLI CONSTRUCTION
 LIMITED, as at 31st March 2012, the Statement of Profit & Loss for the
 year ended on that date and 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 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 of India in terms of sub-section (4A)
 of section 227 of the Companies Act, 1956 (the Act), 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.  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;
 
 ii.  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 said
 books;
 
 iii. The Balance Sheet, Statement of Profit & Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 iv.  In our opinion, the Balance Sheet, Statement of Profit and Loss
 and Cash Flow Statement, dealt with in this report comply with the
 requirements of the Accounting Standards referred to in sub-section
 (3C) of section 211 of the Act;
 
 v.  On the basis of the 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 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 Act;
 
 vi.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with the
 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 & 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 AUDITOR''S REPORT
 
 Re: Tivoli Construction Limited
 
 Referred to in Paragraph 3 of our report of even date,
 
 (i) The Company does not have any fixed asset and hence clause (i) of
 paragraph 4 of the Order is not applicable.
 
 (ii) The Company does not have any inventory and hence clause (ii) of
 paragraph 4 of the Order is not applicable.
 
 (iii) The Company has not granted or taken any loans secured or
 unsecured to or from the companies, firms or other parties in the
 register maintained under Sec 301 of the Companies Act, 1956.
 Therefore, the provisions of sub-clauses (a) regarding has the company
 granted any loans, secured or unsecured to companies, firms or other
 parties, (b) regarding the rate of interest and other terms and
 conditions given by the Company, (c) regarding payment of the principal
 amount and interest, (d) regarding if overdue amount is more than one
 lakh, (e) regarding has the company taken any loans, secured or
 unsecured from companies, firms or other parties , (f) regarding the
 rate of interest and other terms and conditions taken by the Company
 and (g) regarding payment of the principal amount and interest are
 regular of sub-para (iii) of para 4 of the order are not applicable to
 the Company. ,
 
 (iv) In our opinion and according to the information and explanations
 given to us, the Company has an adequate internal control procedure
 commensurate with the size of the Company and the nature of its
 business. During the course of our audit, we have not observed any
 major weakness in such internal control.
 
 (v) (a) Based on the audit procedures applied by us, to the best of our
 knowledge and belief and according to the information and explanations
 given to us, there were no transactions that needed to be entered in
 the Register maintained in pursuance of Section 301 of the Companies
 Act, 1956.
 
 (b) Sub-clause (b) of sub-para (v) of para 4 of the Order regarding
 reasonability of prices at which such transactions have been entered
 into is not applicable, as there are no such transactions.
 
 (vi) In our opinion and according to the information and explanation
 given to us, the Company has not accepted deposits from the public and
 accordingly the provisions contained in sections 58A and 58AA of the
 Act and Rules there under are not applicable to the Company in this
 regards. As informed to us, no order has been passed by the Company Law
 Board or National Company Law Tribunal or Reserve Bank of India or any
 Court or any other Tribunal.
 
 (vii) The Company does not have formal internal audit system.
 
 (viii) As informed to us provisions of clause (d) of sub-section (1) of
 section 209 of the Act regarding maintenance of cost records are not
 applicable to the Company.
 
 (ix) (a) According to the information and explanations given to us and
 according to the records of the Company examined by us, in our opinion,
 the Company is generally regular in depositing with the appropriate
 authorities undisputed statutory dues, wherever applicable. According
 to the information and explanations given to us, no undisputed amounts
 payable in respect of aforesaid dues were outstanding as at 31st March
 2012 for a period of more than 6 months from the date they became
 payable.
 
 (b) According to the information and explanations given to us and the
 records examined by us, there are no disputed dues of Income Tax/Sales
 Tax/Wealth Tax/Service Tax/Customs Duty/Excise Duty/Cess.
 
 (x) The Company has neither accumulated losses nor incurred cash losses
 during the financial year covered by our audit and the immediately
 preceding financial year. In view of the same, the clause (x) of
 paragraph 4 of the Order regarding comparison of net worth with
 accumulated losses is not applicable.
 
 (xi) According to the information and explanations given to us and
 based on the records made available to us, the Company has not raised
 any loans from Financial Institutions or Bank or on Debentures. In view
 of the same, the clause (xi) of paragraph 4 of the Order regarding
 default in repayment of dues to financial institution or bank or
 debenture holders is not applicable.
 
 (xii) According to the information and explanations given to us and
 based on our examination of the records made available to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us the Company is not a chit fund or a nidhi / mutual benefit
 fund / society. Therefore, the provisions of this clause are not
 applicable to the Company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities, debentures and other investments.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (xvi) According to the information and explanations given to us and the
 records made available to us, the Company has not obtained any term
 loans during the period covered by our audit report.
 
 (xvii) According to the Cash Flow Statement and other records examined
 by us and the information and explanations given to us and on an
 overall examination of the financial statements of the Company, we
 report that no funds raised on short-term basis have been utilized for
 long-term investment. .
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained under
 Section 301 of the Act during the year. Hence the question of reporting
 under clause 4(xviii) of the Order regarding whether the price at which
 shares have been issued is prejudicial to the interest of the company
 does not arise.
 
 (xix) The Company has not issued any debentures hence the question of
 reporting under clause 4(xix) of the Order regarding creation of
 securities or charge does not arise.
 
 (xx) According to the information and explanations given to us and the
 records made available to us, the Company has not raised any money by
 public issue during the period covered by our audit report.
 
 (xxi) During the course of our examination of the books and records of
 the Company carried out in accordance with the generally accepted
 auditing practices in India and according to the information and
 explanations given to us, no fraud (i.e. intentional material
 misstatements resulting from fraudulent financial reporting and
 misappropriation of assets) on or by the company has been noticed or
 reported during the year by the Company.
 
                                       For G. M. KAPADIA & CO. 
 
                                        Chartered Accountants 
 
                                       Firm Regn. No: 104767W
 
                                                YAGNESH MEHTA
 
                                                      Partner
 
                                         Membership No. 34275
 
 Place : Mumbai
 
 Dated: 03 SEP 2012