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Auditor Report of Ansal Housing & Construction Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Ansal Housing & Construction Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Basis of Qualified Opinion

The managerial remuneration paid to the Managing Director of the Company during the year is in excess of the limit provided in Section 197 read with Schedule-V of the Companies Act, 2013 by Rs. 84.57 lacs due to the inadequacy of the profit for the year computed in the manner referred to in Section 198 of the Companies Act, 2013. The Company has decided to apply to the Central Government under Section 197(10) of the Companies Act, 2013. No adjustments in this respect have been made in the accounts.

Qualified Opinion

Subject to our comment under basis of qualified opinion, in our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by the law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f ) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer to Note No. 28.1 to the financial statements. ii. As the company follows percentage of completion method of accounting for revenue from real estate development contracts, in a few cases projects may result in a loss in a particular year which are generally set of against profits of the future years. The management has confirmed to us that there are no material foreseeable losses in the case of long term contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under the heading 'Report on Other legal and Regulatory Requirements' of our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books and accounts and other records examined by us in the normal course of audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets are physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant's provisions, beverages etc. and fats/shops/ houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress cannot be physically verified.

b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company had granted unsecured interest free loan of Rs, 500 lacs to a wholly owned subsidiary company in the earlier years which was repaid during the year. In respect of loan given to the wholly owned subsidiary, there was no stipulation regarding repayment and the loan given was interest free.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. According to the information and explanations given to us, in this regard, no order under the aforesaid sections 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 on the Company.

6. As per information and explanations given to us and as broadly reviewed by us, the Company has maintained the cost records prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, wherever applicable. However, there were delays in deposit of employee state insurance dues and sales tax in a few cases and in the deposit of service tax and advance tax during the year. Other than for undisputed amount of employee state insurance of Rs, 0.23 lacs, according to the information and explanations given to us, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom duty and excise duty / cess not deposited with the appropriate authorities are as follows:

Name of the statute Nature of dues Amount * (Rs, In lacs)

Income Tax Act Income Tax 765.79

Wealth Tax Act Wealth Tax 0.49

UP Sales Tax Act Sales Tax 84.08

UP Value Added Tax Act Sales Tax 381.33

UP Value Added Tax Act Sales Tax 56.94

MP Value Added Tax Act Sales Tax 5.00

Haryana Value Added Sales Tax 79.46 Tax Act

Employees Provident Provident Fund 33.39 Fund Act

The Finance Act, 1994 Service Tax 271.31



NAME OF THE STATUTE Period to which the amount Forum where dispute relates is pending

Income Tax Act Various Assessment Years Supreme Court

Wealth Tax Act Assessment Year 2004-05 CWT (Appeals)-I, New Delhi

UP Sales Tax Act Assessment Years 2003-04 to Tribunal, Commercial Tax, 2007-08 Ghaziabad

UP Value Added Tax Act Assessment Years 2007-08 to Tribunal, Commercial Tax, 2010-11 Ghaziabad

UP Value Added Tax act Assessment 2013-14 Additional Commercial of Trade Tax, Ghaziabad

MP Value Added Tax Act Assessment Year 2008-09 Tribunal, Commercial Tax, Bhopal

Haryana Value Added Tax Assessment Year Act 2010-11 Joint Excise & Taxation Commissioner (Appeals), Haryana

Employees Provident June 1994 to Fund act March 2006 Delhi High Court

The Finance Act,1994 October 2003 to March 2010 Custom, Excise and Service Tax Appellate Tribunal, New Delhi

* The amounts are net of payments made under protest to the authorities.

c) According to the information and explanations given to us the amounts which are required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under have been transferred to such fund within time.

8. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year.

10. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or financial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

11. According to the information and explanations given to us and the records examined by us, terms loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

12. 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 Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 001297N)



(Jitender Dhingra)

Place : New Delhi Partner

Date : 27th May, 2015 Membership No. 90217


Mar 31, 2014

We have audited the accompanying financial statements of Ansal Housing and Construction Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash Bows of the Company in accordance with the Accounting Standards notified under of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 31 March, 2014;

b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date and

c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) 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.

b) 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 those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of the written representations received from the directors as on 31 March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 1 under the heading ''Report on Other legal and Regulatory Requirements'' of our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books and accounts and other records examined by us in the normal course of audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets are physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The Company has not disposed off a substantial part of the fixed assets during the year and hence the going concern assumption is not affected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant''s provisions, beverages etc. and Iflats/shops/ houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verified.

b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and the year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) The Company has taken unsecured loan from two companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount of loan during the year and the year end balance was Rs. 2135 lacs.

e) In our opinion, the rate of interest and other terms and conditions of such deposits are not, prima facie, prejudicial to the interest of the Company.

f) In respect of loans taken by the Company, payment of interest has been regular. The principal amount has not become due for payment during the year

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements during the year that are needed to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections 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 on the Company.

7. In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8. As per information and explanations given to us and as broadly reviewed by us, the Company has maintained the cost records pursuant to the Companies (Cost Accounting Record) Rules 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, wherever applicable. However, there were delays in deposit of service tax, sales tax and advance tax during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31st March, 2014 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom tax and excise duty / cess not deposited with the appropriate authorities are as follows:

Name of the statute Nature of Amount * dues (Rs. in lacs)

Income Tax Act Income Tax 765.79

Income Tax Act Income Tax 94.69

Wealth Tax Act Wealth Tax 0.49

UP Sales Tax Act Sales Tax 84.08

UP Value Added Tax Act Sales Tax 85.93 UP Value Added Tax Act Sales Tax 270.96

UP Value Added Tax Act Sales Tax 186.39

MP Value Added Tax Act Sales Tax 4.62

Haryana Value Added Tax Act Sales Tax 79.46

Employees Provident Fund Act Provident Fund 33.39

The Finance Act, 1994 Service Tax 271.31

Name of the statute Period to which Forum where dispute is the amount relates pending

Income Tax Act Various Assessment Years Supreme Court

Income Tax Act Assessment Years CIT (Appeals), New Delhi 2009-10 to 2011-12

Wealth Tax Act Assessment Year 2004-05 CWT (Appeals)-I, New Delhi

UP Sales Tax Act Assessment Years Tribunal, Commercial Tax, 2003-04 Ghaziabad to 2007-08

UP Value Added Tax Act Assessment Years Tribunal, Commercial Tax, 2007-08 Ghaziabad to 2008-09

UP Value Added Tax Act Assessment Year Deputy Commissioner of 2010-11 Trade Tax, Ghaziabad

UP Value Added Tax Act Assessment Years Additional Commissioner 2009-10 of Trade and 2013-14 Tax, Ghaziabad

MP Value Added Tax Act Assessment Year Tribunal, Commercial Tax, 2008-09 Bhopal

Haryana Value Added Assessment Year Joint Excise & Taxation Tax Act 2010-11 Commissioner (Appeals), Haryana

Employees Provident June 1994 to Delhi High Court Fund Act March 2006

The Finance Act, 1994 October 2003 to Custom, Excise and March 2010 Service Tax Appellate Tribunal, New Delhi

* The amounts are net of tax paid under protest to the authorities.

10. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year.

12. According to the information and explanation given 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.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or financial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term investments.

18. 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.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

21. 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 Khanna & Annadhanam Chartered Accountants (Firm Registration No. 001297N)

(Jitender Dhingra) Place : New Delhi Partner Date : 28th May, 2014 Membership No. 90217


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Ansal Housing and Construction Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal controls relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the efectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid fnancial statements give the information required by the Act 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 afairs of the Company as at 31 March, 2013;

b) in the case of the Statement of Proft and Loss, of the proft of the Company for the year ended on that date and

c) in the case of the Cash Flow Statement, of the cash fows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) 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.

b) 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 those books.

c) The Balance Sheet, the Statement of Proft and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Proft and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

e) On the basis of the written representations received from the directors as on 31 March, 2013 taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books and accounts and other records examined by us in the normal course of audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets.

b) As explained to us, the fxed assets are physically verifed by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifcation.

c) The Company has not disposed of a substantial part of the fxed assets during the year and hence the going concern assumption is not afected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant''s provisions, beverages etc. and fats/shops/ houses etc. at major locations has been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verifed.

b) In our opinion and according to the explanations given to us, the procedures of physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verifcation of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and the year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) The Company has taken unsecured loan from two companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount of loan during the year and the year end balance was Rs. 1800 lacs.

e) In our opinion, the rate of interest and other terms and conditions of such deposits are not, prima facie, prejudicial to the interest of the Company.

f) In respect of loans taken by the Company, payment of interest has been regular. The principal amount has not become due for payment during the year.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fxed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that are needed to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections 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 on the Company.

7. In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8. As per information and explanations given to us and as broadly reviewed by us, the Company has maintained the cost records pursuant to the Companies (Cost Accounting Record) Rules 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, wherever applicable. However, there were delays in deposit of service tax, sales tax and advance tax during the year. Other than for undisputed amount of service tax of Rs. 5.80 lacs, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31st March, 2013 for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses and has not incurred cash losses during the fnancial year covered by our audit and the immediately preceding fnancial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and fnancial institutions covered by the Order during the year.

12. According to the information and explanation given 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.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual beneft fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or fnancial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for fnancing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term investments.

18. 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.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

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

For Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 001297N)

(Jitender Dhingra)

Place : New Delhi Partner

Date : 29th May, 2013 Membership No. 90217


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Ansal Housing & Construction Ltd. ('the Company') as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company 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 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, evidences 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 as amended by (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, 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:

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 account as required by law have been kept by the Company so far as appears from our examination of the books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) 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 Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with accounting policies and other notes, give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and ;

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(Referred to in Paragraph 3 thereof)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books and accounts and other records examined by us in the normal course of audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets are physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The Company has not disposed off a substantial part of the fixed assets during the year and hence the going concern assumption is not affected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant's provisions, beverages etc. and flats/shops/ houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verified.

b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) The Company has not taken any loans, secured or unsecured, from companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. a) According to information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections 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 on the Company.

7. In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8. As per information and explanations given to us, the Central Government has during the year issued the Companies (Cost Accounting Record) Rules 2011 under section 209 (1) (d) of the Companies Act, 1956 prescribing for maintenance of cost records with regard to the real estate development activities of the Company w.e.f. 1st April 2011. We have been informed that the Company is taking necessary steps to comply with the said Rules.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, wherever applicable. However, in some cases there were delays in deposit of service tax on construction services and sales tax during the year. No undisputed amounts payable i n respect of these dues were outstanding at the year end for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom tax and excise duty / cess not deposited with the appropriate authorities are as follows:

Nature of dues Amount Period to which the Forum where dispute is pending (Rs. In lacs) amount relates

Wealth Tax 0.49 Assessment Year 2004-05 CWT (Appeals)-I, New Delhi

Sales Tax 159.38 Assessment Year - 2003-04 Tribunal, Commercial Tax, Ghaziabad. to 2006-07

Sales Tax 47.77 Assessment Year - 2007-08 Additional Commiss ioner of Trade Tax, Ghaziabad.

Sales Tax 39.70 Assessment Year 2010-11 Deputy Commissioner of Trade Tax, Ghaziabad.

Provident Fund 66.78 June 1994 to March 2006 Delhi High Court

Employee State Insurance 0.66 June 1998 to April 1999 Regional Director, ESIC Corporation, New Delhi

Service Tax 271.31 October 2003 to March Custom, Excise and Service Tax Appellate Tribunal, 2010 New Delhi

10. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, in a few cases during the year there have been delays in repayment of dues to banks amounting to Rs. 515.69 lacs ranging from 1 day to 22 days. The delays pertain to repayments due upto September 2011 which have been regularized by the Company by October 2011. Except for above, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year.

12. According to the information and explanation given 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.

13. The provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or financial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term investments.

18. The Company has made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the price at which shares have been issued to these parties is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

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

For Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 001297N)

Place : New Delhi (Jitender Dhingra)

Date : 26th May, 2012 Partner

Membership No. 90217

 
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