Brand Realty Services Ltd

To

The Members,

Brand Realty Services Limited

(1) We have audited the attached Balance Sheet of Brand Realty Services Ltd., Regd.Office at: S-8 & S-2, DDA Shopping Complex, Opp.-Ptct-1, Mayur Vihar Phase I,Delhi-110091 as at 31st March, 2010, Profit and Loss Account and also the Cash FlowStatement for the year ended on that date annexed thereto. These financial statements arethe responsibility of the company's management. Our responsibility is to express anopinion on these financial statements based on our report.

(2) We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amount and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by the management, as well as evaluating the overallthe financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion.

(3) As required by the Companies (Auditor's Report) Order, 2003 issued by the CentralGovernment of India in terms of Sub-Section (4A) of Section 227 of the Companies Act,1956,as amended by the Companies (Auditor's Report) (Amendment)Order, 2004, we enclose in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the said order ofThe Companies Act, 1956.

(4) Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany, so far as appears from our examination of those books.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with bythe report of the company are in agreement with the books of account.

(d) In our opinion and to the best of our information and according to the explanationsgiven to us, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealtwith by report are, prepared in compliance of the applicable accounting standard referredto in Sub Section (3C) of Section 211 the Companies Act, 1956.

(e) Based on representations made by all the directors of the company, and theinformation and explanations as made available, directors of the company do notprima-facie have any disqualification as referred to in clause (g) of sub section (1) ofSection 274 of the Companies

Act 1956.

(f) Ir, our opinion, and to the best of our information and according to theexplanations given to us, the said accounts read together with the other notes thereongive the information required by the Companies Act,1956 in the manner so required and givea true and fair view n conformityiwith the accounting principle generally accepted inIndia :-

(i) In the case of the Balance sheet, of the state of affairs of the Company as at 31stMarch, 2010 and (ii) In the case of the Profit and Loss Account, of the profit of theCompany for the year ended on that date. (iii) In the case of cash flow statement, of cashflow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT OF BRAND REALTY SERVICES UNITED

A) As required by the Companies (Auditor's Report) Order 2003 issued by the CentralGovernment in terms of Section (4A) of Section 227 of the Companies Act,1956 as amended bythe Companies (Auditor's Report)(Amendment)Order, 2004 as referred to in paragraph 3 ofour report of even date, we report that: I (a ) The company has maintained proper recordsshowing full particulars including quantitative details and situation of the fixed assets.

(b) All the assets have been physically verified by the management during the year andthere is a regular program of periodical verification of all the fixed assets which in ouropinion is reasonable having regard to the size of the company and nature of its fixedassets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

II. (a) According to the information & explanation given to us, physicalverification of inventories of flats/shops has been conducted at reasonable intervals bythe management during the year. In our opinion the frequency of verification isreasonable, (b) In our opinion the Company has maintained proper records of inventories offlats/shops and according to the information and explanation given to us no materialdiscrepancies were noticed on the physical verification conducted by the management.

M. (a) According to the information and explanations given to us, the Company has notgranted any secured or unsecured loan to companies, firms and other parties covered in theregister maintained Under Section 301 of the Companies Act. 1956.

(b) According to the information and explanations given to us, the Company has nottaken any secured cr unsecured ban from companies, firms and other parties covered in theregister maintained Under Section 301 of the Companies Act, 1956 other than the unsecuredloan taken of Rs.89,94,244/- from subsidiary company i.e. Brand Realty Private Limited,the maximum balance was of Rs.2,57,76,959/- and year end balance was Rs.89,94,244/-.

(c) No interest was paid on this loan taken from subsidiary company, since there is noschedule of repayment of principal on the loan taken by the company, therefore otherprovisions of this clause of the order are not applicable.

IV. In our opinion and according to the information and explanations given to us, thereare adequate internal control system commensurate with the size of the company and thenature of its business, with regard to purchase of property, for purchase of shares andfixed assets and with regard to sale of property, shares and fixed assets , we have notobserved any continuing failure to correct major weaknesses in internal control system.

V. (a) In our opinion and according to the information and explanations given to us,there is no transaction that needs to be entered into the Register in pursuance of Section301 of the Companies Act, 1956.

(b) Other provision of this clause of the order is not applicable, hence not commentedupon.

VI. The company has not accepted deposits from the public within the meaning of section58A & 58AA or any other relevant provisions of the Act. VII. In our opinion, thecompany has an internal audit system commensurate with size of the company and the natureof its business.

VIII. In the case of company the maintenance of cost record has not been prescribed bythe Central Government under clause (d) of sub-section (1) of section 209 of the CompaniesAct, 1956.

IX. (a) According to the records of the company examined by us, in our opinion, thecompany is generally regular in depositing with appropriate authorities undisputedstatutory dues including income tax, and other material statutory dues applicable to it.

(b) According to information and explanations given to us, there were no undisputedamounts payable in respect of income tax, and other material statutory dues applicable toit, which have remained outstanding as at 31st March 2010 for a period of more than sixmonths from the date they became payable.

(c) According to information and explanations given to us, there were no dues of Incometax and other material statutory dues applicable to it, which has not been deposited onaccount of any dispute.

X. The Company has no accumulated losses at the end of the current financial year andhas not incurred cash loss either during the year or during the immediately financialyear.

XI. The Company had not taken any loan from bank or financial institution.

XII. The company has not granted loans and advances on the basis of security by way ofpledge of shares, debentures and other securities. XIII. The company is not a chit fund ora nidhi mutual benefit fund / society. Therefore this clause is not applicable to thecompany.

XIV. The Company is dealing on the derivative (shares) segment and also in/or tradingin shares, securities, debentures and investments in shares, proper records have beenmaintained of the transactions and contracts and timely entries have been made therein:also shares, securities, debentures and other investments have been held by the company inits own name.

XV. The company has not granted loans and advances, on the basis of security oy way ofpledge of shares, debentures and other securities. XVI. The Company has not received anyfresh term loan during the year.

XVII. According to the information and explanations given to us and on an overallexamination of the balance sheet of the company, we report that the nature of business issuch that it is not possible to classify the deployment of funds into long term and shortterm.

XVIII. The company has not made any preferential allotment of shares to parties andcompanies covered in the Register maintained under Section 301 of the Act.

XIX. No debentures were issued by the company during the year.

XX. No money was raised by way of public issue during the year.

XXI. According to the information and explanations given to us, no fraud on or by thecompany has been noticed or reported during the course of our audit.