Auditor Report of CHD Developers Ltd.

Mar 31, 2018

Auditor''s Report

misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including Ind AS specified under section 133 of the Act, of the state of affairs (financial position) of the Company as at March 31, 2018, its profit or loss including other comprehensive income, its Cash Flows and the Statement of Changes in Equity for the year ended on that date.

OTHER MATTERS

The comparative financial information of the Company for the year ended March 31, 2017 and March 31, 2016 was prepared in accordance with Accounting Standards prescribed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditor''s reports to the shareholders of the Company dated May 30, 2017 and May 30, 2016, respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016(“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 1" 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 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 it appears from our examination of those books;

c) The standalone Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts;

TO,

THE MEMBERS OF CHD DEVELOPERS LIMITED

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying Standalone Ind AS financial statements of CHD DEVELOPERS LIMITED (“the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone IND AS Financial Statements").

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE IND AS 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 of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial Performance including other Comprehensive income, Cash Flows and the Statement of changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended from time to time.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone Ind AS 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 of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 Standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material

Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or IND AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note no. 16, 21 & 46 to the financial statements ;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Refer Note 45 to the standalone Ind AS financial statements;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act read with Companies (Indian Accounting Standards) Rules,2015, as amended from time to time;

e) On the basis of the written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2" to this report;

g) 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 standalone Ind AS financial statements. Refer Note 35 to the standalone of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any disputed dues on account of employees'' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at March 31, 2018 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 amount 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:

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

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets comprising of property, plant and equipment''s, and other intangible assets.

b) The Company has a regular programme for physical verification in a phased periodic manner, which, in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) According to information and explanations given by the management, the title deeds/lease deeds of immovable properties included in Property, Plant and Equipment are held in the name of the Company.

ii. The management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory represented by development rights. No material discrepancies were noticed on such physical verification.

iii. The Company has not granted any loan, secured or unsecured to Body Corporates, Firms, Limited Liability Partnerships(LLPs) or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act'').

iv. In our opinion and according to the information and explanations provided to us, Company has not entered into any transaction covered under provisions of Section 185 and 186 of the Companies Act 2013(“The Act"). Accordingly, the provisions of clause 3(iv) of the Order are not applicable.

v. In our opinion, and according to the information and explanations provided to us, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules framed under Companies (Acceptance of Deposits) Rules, 2014 to the extent notified, with regard to the deposits accepted from the public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the Construction activities, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

vii. a) According to the information and explanations given to us and on the basis of our search of the records of the Company, amounts deducted/ accrued in the books of account in respect

viii. In our opinion and according to the information and explanations provided by the management, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks or Government or dues to debenture holders during the year.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and the company has raised the amount from term loans during the year and they were utilized for the purpose for which those are raised.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements and according to the information and explanations provided by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

xi. According to the information and explanations provided by the management, the managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations provided by the management, the transactions with the related party are

Name of the Statute	Nature of Dues	Amount (In Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax & Int. thereon	2704.17	FY 2012-13	CIT Appeal

xvi. The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of related party transactions have been disclosed in the Standalone Ind AS financial statements ,as required by the applicable accounting standards.

xiv. According to the information and explanations provided to us, during the year company has made preferential allotment of equity shares and share warrants convertible into equity shares & Company has complied with the provisions of Sections 42 & 62 of Companies Act, 2013, with regard to the preferential allotment.

xv. According to the information and explanations provided by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013. Accordingly, paragraph 3(xv) of the order is not applicable.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) Pertains to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India .

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (“THE ACT")

We have audited the internal financial controls over financial reporting of CHD Developers LIMITED (“the Company") as at March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal financial Controls Over Financial Reporting(the “Guidance Note")and the Standards on Auditing as specified under Section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

For AMRG & Associates

Chartered Accountants

FRN: 004453N

CA Madhu Mohan

Place: New Delhi (Partner)

Date: May 30, 2018 Membership No. 082938

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Mar 31, 2016

To The Members,

CHD Developers Ltd.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CHD Developers Ltd. (''the Company''), which comprise the balance sheet as at 31st March, 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of 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 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. 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.

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 31st March, 2016 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, 2016 ("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, a statement on the matters specified in the paragraph 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 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 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

(g) 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 Note No.27 to the financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note No.6 & 29 to the financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company- Refer Note no.30 to the financial statements.

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st march 2016, we report that:

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

(b) The Fixed Assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company

(ii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans to anybody corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, in respect of the loans and investments.

(v) According to the information and explanation given to us, The Company has accepted deposits from the public according to the directives issued by Reserve bank of India and the provisions of sections 73 to 76 or any relevant provisions of Companies Act, 2013 and the rules there under have been complied with.

Name of the Statute	Nature of dues	Amount (In Lacs)	Period to which the amount	From where dispute is pending
Income Tax Act,1961	Income Tax & Int. thereon	2704.17	F.Y. 2012-13	CIT Appeal
Haryana VAT Act,	Value Added Tax	169.09	F.Y 2010-11	Assessing Authority,
2003		57.48	F.Y 2011-12	Karnal
		89.68	F.Y 2012-13
		1.63	F.Y 2009-10

(vi) We have broadly reviewed the books of accounts maintained by the company, regarding cost records as prescribed under section 148(1) of the Companies Act 2013, and are of the opinion that are prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with the view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given

to us and on the basis of our search of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees'' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March, 2016 for a period of more than six months from the date they became payable except the following:

(b) According to the information and explanations given to us and the records of the company examined by us, the disputed amount payable in respect of Income Tax, Sales Tax, wealth Tax, Custom duty and excise duty/cess not deposited with the appropriate authorities are as follow:

(viii) In our opinion and according to the information and explanation given to us, the Company has not defaulted in the repayment of Loans or Borrowings to financial institution, banks, government. The Company has not issued any debentures during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and the company has raised the amount from term loans during the year and they were utilized for the purpose for which those are raised.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act")

We have audited the internal financial controls over financial reporting of CHD Developers Ltd. ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

for Mohan & Mohan

Chartered Accountants FRN: 002612N

CA. Adarsh Mohan

Partner MRN: 081491

Place- New Delhi

Date- May 30, 2016

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Mar 31, 2015

We have audited the accompanying financial statements of CHD Developers Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 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 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 of these 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 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 reburied 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. 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 financial statements.

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 reburied by the Act in the manner so reburied 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 March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As reburied 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 Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As reburied 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 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 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 March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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. 27 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer to Note No. 6 &28 to the financial statements;

iii. During the year, Company has transferred Rs.10,000/- to the Investor Education and Protection Fund. Refer to Note No.29 to the financial statements.

The Annexure referred to our Independent Auditors' Report to the members of CHD Developers Ltd. ('The Company') on the Standalone financial statements for the year Ended on March 31,2015. We report that:

(i) I n respect of its Fixed Assets:

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

b) The Company has a regular Programme of Physically verification of its Fixed assets at reasonable intervals. In accordance with this programme fixed assets are verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity verification is reasonable having regards to the size of the Company and nature of its assets.

(ii) In respect of its Inventories:

a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of such verification is reasonable.

b) In our opinion and according to the information and 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 inventories as compared to book records.

(iii) a) The Company have granted interest free Unsecured loans to Body Corporate covered in the register maintained under section 189 of the Companies Act, 2013,which are repayable on demand.

b) Paragraph (iii) b of the order is not applicable to the Company in respect of repayment of principal amount, as these are repayable on demand.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed major weakness in the internal control system during the course of company.

(v) According to the information and explanation given to us, the Company has complied with the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, with regards to deposits accepted from the public.

(vi) We have broadly reviewed the books of accounts maintained by the Company, regarding cost records as prescribed under sub-section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with the view to determine whether they are accurate or complete.

(vii)(a) According to the information and explanation given to us, the Company is regular in depositing undisputed statutory dues including provident fund, employees 'state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

There are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no material dues in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute except the following:

Name of the Statute Nature of Dues Amount Period which From Where dispute is (Rs,in Lacs) amount relates pending

Income Tax Act, 1961 income Tax& Int. thereon 2704.17 F.Y.2012-13 CIT Appeal

(c) According to the information and explanation given to us, no amount is pending to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The Company as has been registered for a period not less than five years, does not have accumulated losses at the end of the financial year exceeding fifty per cent of its net worth. It has neither incurred any cash losses in this financial year nor in the immediately preceding financial year;

(ix) According to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) According to the information and explanation given to us, the Company has given Corporate guarantee for loans taken by others from bank or financial institutions amounting Rs. 1248.67 Lacs and the terms and conditions whereof are not prejudicial to the interest of the Company.

(xi) According to the information and explanation given to us, term loans were applied for the purpose for which the loans were obtained;

(xii) According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Mohan & Mohan

Chartered Accountants

FRN: 002612N



Sd/-

CA. Adarsh Mohan

Place: New Delhi (Partner)

Date: May 29, 2015 M. No.: 081491

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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 flows of the Company in accordance with the accounting Standards notified under 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 control 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 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 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 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 control 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 accounting policies used and the reasonableness of the accounting estimates made by 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 March 31, 2014;

(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.

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 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.

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 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 those books.

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and 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 written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Independent Auditor''s Report

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" of our report of even date)

1. In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its Inventories:

a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of such verification is reasonable.

b) In our opinion and according to the information and 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 inventories as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a) The Company has granted interest free unsecured loan to its subsidiary, associate companies and other related parties. At the year end, the outstanding balance of such loans granted were Rs. 9526.15 lacs and the maximum amount involved during the year were Rs. 1 1736.35 lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and the other terms and conditions are not prima-facie prejudicial to the interest of the Company.

c) The receipt of principal and interest (if any) are regular. The loans granted by the company are interest free.

d) Since the loans granted by the Company are repayable on demand, no question of overdue amounts arises.

e) The Company has taken unsecured loans during the year from related parties covered in the register maintained under section 301 of the Companies Act, 1956. At the year end, the outstanding balance of such loans taken were Rs. 42.79 lacs and the maximum amount involved during the year were Rs. 363.49 lacs.

(f) In our opinion and according to the information and explanation given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

(g) In respect of loans taken by the Company the interest payment wherever applicable is regular and the principal amount is repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods. Further in our opinion there is no continuing failure to correct major weaknesses in the internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements, that needed to be entered in the register maintained under 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 transaction made in pursuance of such contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of each party during the year, if any have been made at prices which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58 A, 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

8. We have broadly reviewed the books of account maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the information and explanations given to us and the books and records examined by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Service Tax, Wealth Tax, Investor Education and Protection Fund and any other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, Service Tax, Wealth Tax, and any other statutory dues were outstanding at the year ended for a period of more than six month from the date they became payable.

c) According to records of the Company there are no dues outstanding of Sales Tax, Income Tax, Wealth Tax, and Service Tax on account of any dispute, except the following:

Name Nature of Name of the demand Amount Forum where dispute the Statute (Rs.in Lacs) is pending

Income Tax Act Additional Income Tax 183.69 Income Tax 1961 Demand,A.Y-2008-09 AppellatenTribunal



Income Tax Act Additional Income Tax 12.10 Income Tax Appellate 1961 Demand,A.Y-2009-10 Tribunal



UP, Sales Tax Additional Sales 2.49 Additional Tax Act, 1948 Demand A.Y-2007-08 Commissioner VAT, Mathura

10. The company does not have any accumulated losses at the end of the financial year and the company has not incurred cash losses during the year and in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any Financial Institution or any Bank or to Debenture holders, during the year.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to the information and explanations given to us, the Company is not a Chit Fund/ Nidhi/ Mutual Benefit Society. Hence the requirements of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares or other securities. Hence the requirements of clause (xiv) of paragraph 4 of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given corporate guarantee of Rs. 1,642.00 lacs for loan taken by others, from banks or financial institutions and the terms and conditions are not prima facie prejudicial to the interest of the company.

16. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion term loans availed by the Company have been prima-facie applied during the year for the purpose for which they were availed.

17. According to the information and explanations given to us, there are no fund raised on short-term basis which have been used for long term investment.

18. According to the information and explanations given to us, the Company has not made any preferential issue of shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures. Hence, the requirements of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

20. The Company has not raised any money through public issue during the year. Hence requirements of clause (xx) of paragraph 4 of the Order are not applicable to the company.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Mohan & Mohan

Chartered Accountants Firm''s Registration Number: 002612N

CA. Adarsh Mohan Place: New Delhi (Partner) Date: 29th May, 2014 Membership Number: 81491

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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 principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 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 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 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 internal control 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 affairs of the Company as at March 31, 2013;

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

c) the case of the Cash Flow Statement, of the cash fows 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 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 specifed in paragraphs 4 and 5 of the said 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 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 those books.

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

d) In our opinion, the Balance Sheet, Statement of Proft and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

1. In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets on the basis of available information.

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

c) In our opinion, the Company has not disposed off substantial part of fxed assets during the year and the going concern status of the Company is not affected.

2. In respect of its Inventories:

a) As explained to us, the inventories have been physically verifed by the management at reasonable intervals during the year. In our opinion the frequency of such verifcation is reasonable.

b) In our opinion and according to the information and 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 inventories as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, frms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a) The Company has granted interest free unsecured loan to its subsidiary, associate companies and other related parties. At the year end, the outstanding balance of such loans granted were Rs. 8,096.01 lacs and the maximum amount involved during the year was Rs.13,648.87 lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and the other terms and conditions are not prima-facie prejudicial to the interest of the Company.

c) The receipt of principal and interest (if any) are regular. The loans granted by the company are interest free.

d) Since the loans granted by the Company are repayable on demand, no question of overdue amounts arises.

e) The Company has taken unsecured loans during the year from related parties covered in the register maintained under section 301 of the Companies Act, 1956. At the year end, the outstanding balance of such loans taken was nil and the maximum amount involved during the year was Rs. 31.58 lacs.

f) In our opinion and according to the information and explanation given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

g) In respect of loans taken by the Company the interest payment wherever applicable is regular and the principal amount is repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fxed assets and with regard for the sale of goods. Further in our opinion there is no continuing failure to correct major weaknesses in the internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements, that needed to be entered in the register maintained under 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 transaction made in pursuance of such contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of each party during the year, if any have been made at prices which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58 A, 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

8. We have broadly reviewed the books of account maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the information and explanations given to us and the books and records examined by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Service Tax, Wealth Tax, Investor Education and Protection Fund and any other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, Service Tax, Wealth Tax, and any other statutory dues were outstanding at the year ended for a period of more than six month from the date they became payable.

c) According to records of the Company there are no dues outstanding of Sales Tax, Income Tax, Wealth Tax, and Service Tax on account of any dispute, except the following

Name of the Nature of the Amount Forum where Statute demand (Rs. in Lacs) dispute is pending

Income Tax Additional Income 60.38 High Court, Act, 1961 Tax Demand, New Delhi A.Y-2006-07

Income Tax Additional Income 239.31 High Court, Act, 1961 Tax Demand, New Delhi A.Y-2007-08

Income Tax Additional Income 183.69 Income Tax Act, 1961 Tax Demand, Appellate A.Y-2008-09 Tribunal

Income Tax Additional Income 12.10 Income Tax Act, 1961 Tax Demand, Appellate A.Y-2009-10 Tribunal

UP, Sales Additional Sales 2.49 Additional Tax Act, 1948 Tax Demand, Commissioner A.Y-2007-08 -VAT, Mathura

10. The company does not have any accumulated losses at the end of the fnancial year and the company has not incurred cash losses during the year and in the immediately preceding fnancial year.

11. Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any Financial Institution or any Bank or to Debenture holders, during the year.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to the information and explanations given to us, the Company is not a Chit Fund/ Nidhi/ Mutual Beneft Society. Hence the requirements of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares or other securities. Hence the requirements of clause (xiv) of paragraph 4 of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given corporate guarantee of Rs. 1,642.00 lacs for loan taken by others, from banks or fnancial institutions and the terms and conditions are not prima facie prejudicial to the interest of the company.

16. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion term loans availed by the Company have been prima-facie applied during the year for the purpose for which they were availed.

17. According to the information and explanations given to us, there are no fund raised on short-term basis which have been used for long term investment.

18. According to the information and explanations given to us, the Company has not made conversion of warrants issued on preferential basis into equity shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures. Hence, the requirements of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

20. The Company has not raised any money through public issue during the year. Hence requirements of clause (xx) of paragraph 4 of the Order are not applicable to the company.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.



For Mohan & Mohan

Chartered Accountants

Firm''s Registration Number: 002612N



CA. Adarsh Mohan

Place: New Delhi (Partner)

Date: 30th May, 2013 Membership Number: 81491

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of CHD Developers Limited as at March 31, 2012, Profit and Loss Account and 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 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, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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 those books;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Mandatory Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of 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 March 31, 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 said accounts read together with the Significant Accounting Policies and other 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;

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

(ii) In the case of the Profit and Loss Account, of the profit for the year ended on that date and;

(iii) In the case of the Cash Flow Statement, of the Cash flow for the year ended on that date.

Annexure to the Auditors' Report

Referred to in Paragraph 3 above of our report of even date)

1. In respect of its Fixed Assets:

A. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

B. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

C. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its Inventories:

A. As explained to us the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of such verification is reasonable.

B. In our opinion and according to the information and 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 was no material discrepancies noticed on physical verification of inventories as compared to book records.

3. In respect of loans secured or unsecured granted and taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

A. The Company has granted Unsecured Loan to its Subsidiary and Associate Companies. At the year end the outstanding balance of such loans granted were Rs. 3,195.32 lacs and the maximum amount involved during the year was Rs.9,544.74 lacs.

a) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and the other terms and conditions are not prima- facie prejudicial to the interest of the Company.

b) The loan granted by the company is interest free except to one party having interest rate @ 16%.

c) Since the loans granted by the Company are repayable on demand, no question of overdue amounts arises.

B. The Company has not taken any Unsecured Loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanations given to us the rate of interest, wherever applicable and other terms and conditions, are not prima-facie prejudicial to the interest of the Company.

b) In respect of loans taken by the Company the interest payment wherever applicable is regular and the principal amount is repayable on demand.

4. 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 the nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods. Further in our opinion there is no continuing failure to correct major weaknesses in the internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act,1956:

A. In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements, that needed to be entered in the register maintained U/s 301 of the Companies Act, 1956 has been so entered.

B. In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements entered in the Register maintained U/s 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of each party during the year, if any have been made at prices which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58 A, 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

8. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

A. According to the information and explanations given to us and the books and records examined by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Service Tax, and any other statutory dues applicable to it with the appropriate authorities.

B. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Service Tax, and any other statutory dues were outstanding at the year ended for a period of more than six month from the date they became payable.

C. According to records of the Company there are no dues outstanding of Sales Tax, Income Tax, Wealth Tax and Service Tax on account of any dispute, other than the following:

Name of the Statute Nature of the demand Amount Forum where dispute is pending (Rs. in Lacs)

Income Tax Act , 1961 Additional Income 60.38 Income Tax Appellate Tribunal, New Delhi Tax Demand, A.Y-2006-07. Income Tax Act , 1961 Additional Income Tax Demand, 239.31 Income Tax Appellate Tribunal, New Delhi A.Y-2007-08.

Income Tax Act , 1961 Additional Income Tax Demand, 183.69 Commissioner of Income Tax (Appeal), A.Y-2008-09. Range-6 ,New Delhi

Income Tax Act , 1961 Additional Income Tax Demand, 12.10 Commissioner of Income Tax(Appeal), A.Y-2009-10. Range-6 ,New Delhi

UP, Sales Tax Act, 1948 Additional Sales Tax Demand, 10.04 Additional Commissioner Grade-2 A.Y-2005-06 (Appeal),Range-4, Sales Tax, Mathura

UP, Sales Tax Act, 1948 Additional Sales Tax Demand, Additional Commissioner Grade-2 A.Y-2005-06 11.74 (Appeal),Range-4, Sales Tax, Mathura

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred any cash loss during current year.

11. Based on our audit procedures and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to any Financial Institution or any Bank during the year.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to the information and explanations given to us the Company is not a Chit Fund/ Nidhi/ Mutual Benefit Society. Hence the requirements of item (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares or other securities except the investment made in the equity shares of the Subsidiary Companies/Group Companies. All the shares are held by the Company in its own name except one share in the name of nominee in wholly owned subsidiaries to comply with section 49(3) of the Companies Act, 1956.

15. According to the information and explanations given to us, the Company has given corporate guarantee to the extents of Rs.1,934.08 Lacs for loan taken by others, from banks and financial institutions and the terms and conditions are not prima facie prejudicial to the interest of the Company.

16. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion term loans availed by the Company have been prima-facie applied during the year for the purpose for which the loans were obtained.

17. According to the information and explanations given to us, there are no fund raised on a short-term basis which has been used for long term investment.

18. According to the information and explanations given to us, the Company has not made conversion of warrants issued on preferential basis into equity shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

20. The Company has not raised any Capital through public issue during the year. However, the Company has issued 2,97,034 Equity Shares through Employee Stock Option Scheme. According to the information and explanations given to us, the amount has been prima-facie used for the purpose for which it was raised.

21. 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 Mohan & Mohan

Chartered Accountants

(Firm Regn. No.-002612N)

CA. Adarsh Mohan

Place: New Delhi Partner

Dated: June 10, 2012 Membership No. 81491

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of CHD Developers Limited as at 31st March, 2010, Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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, 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, 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 to the extent applicable.

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 those books;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 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 said accounts read together with the significant accounting policies and other 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;

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010,

(ii) In the case of the Profit and Loss Account, of the profit for the year ended on that date and

(iii) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

Statement Referred to in Paragraph Above of Our Report of Even Date

1. In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its Inventories:

a. As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of such verification is reasonable.

b. In our opinion and according to the information and 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 was no material discrepancies noticed on physical verification of inventories as compared to book records.

3. In respect of loans secured or unsecured granted or taken by the Company to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. The Company has granted Unsecured Loan to nine parties. At the year end the outstanding balance of such loan granted was Rs. 76.91 lacs and the maximum amount involved during the year was Rs. 585.75 lacs.

b. In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other the terms and conditions are not prima-facie prejudicial to the interest of the Company;

a) The loan granted by the Company is interest free and the principal amount is repayable on demand;

b) Since the loans granted by the Company are repayable on demand, no question of overdue amounts arises;

c) The Company has taken Unsecured Loans from Seven parties. At the year end the outstanding balance of such loans taken was 88.01 lacs and the maximum amount involved during the year was Rs. 102.70 Lacs;

d) In our opinion and according to the information and explanations given to us the rate of interest, wherever applicable and other terms and conditions, are not prima-facie prejudicial to the interest of the Company;

e) In respect of loans taken by the Company the interest payment wherever applicable is regular and the principal amount is repayable on demand;

4. 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 the nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods. Further in our opinion there is no continuing failure to correct major weaknesses in the internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements, that needed to be entered in the register maintained u/s 301 of the Companies Act, 1956 has been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the Register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of each party during the year, if any, have been made at prices which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58 A, 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

8. According to information and explanations given to us, the Company is not required to maintain cost records prescribed by Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

9. In respect of statutory dues:

a. According to the information and explanations given to us and the books and records examined by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Fringe Benefit Tax, Service Tax, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Fringe Benefit Tax, Service Tax, Excise Duty, Cess and any other statutory dues were outstanding at the year ended for a period of more than six months from the date they became payable.

c. According to records of the Company there are no dues outstanding of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess on account of any dispute, other than the following:

Name of the Nature of the dues Amount (Rs. Forum where Statute in Lacs) dispute is pending Income Additional income 239.25 Addl. Commisss Tax act, 1961 tax Demand, Asst. ioner of income Yr. 2007-2008 tax Range-3, New Delhi. Central Sales Tax Act, 1956 Additional sales tax demand for the Asst. Yr. 2005-06 & 2006-07 2.68 Asst. Commissioner, Sales Tax Deptt., Varindavan.



10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred any cash loss during current year.

11. Based on our audit procedures and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to any Financial Institution or any Bank or to Debenture holders, during the year.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to the information and explanations given to us the Company is not a Chit Fund/Nidhi/ Mutual Benefit Society. Hence the requirements of item (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, theCompany is not dealing or trading in shares or other securities except the investment made in the equity shares of the Subsidiary Companies / Group Companies. All the shares are held by the Company in its own name.

15. According to the information and explanations given to us, the Company has given corporate guaranty to the extents of Rs.595.00 Lacs for loan taken by others, from banks and financial institutions and the terms and conditions are not prime-facie prejudicial to the interest of the Company.

16. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion term loans availed by the Company have been prima-facie applied during the year for the purpose for which the loans were obtained.

17. According to the information and explanations given to us, there are no fund raised on a short-term basis which has been used for long term investment.

18. According to the information and explanations given to us, the Company has not made conversion of warrants issued on preferential basis into equity shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures. Hence, the requirements of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

20. The Company has not raised any Capital through public issue during the year. However the Company has issued 2,96,067 equity shares through Employee Stock Option Scheme and 1,56,60,000 equity shares pursuant to Conversion of convertible share warrants into equity shares to non promoters on preferential basis. According to the information and explanations given to us, the amount has been prima-facie used for the purpose for which it was raised.

21. 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 Mohan & Mohan

Chartered Accountants (Firm Regn. No.-002612N)

Place: New Delhi CA. Adarsh Mohan Dated: May 29,2010 Partner Membership No. 81491

---

Mar 31, 2009

We have audited the attached Balance Sheet of CHD Developers Limited, as at 31st March, 2009, Profit and Loss Account and 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.

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, 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 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 to the extent applicable.

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 purpose of our audits,

(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 those books,

(iii) The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts,

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956,

(v) On the basis of written representations received from the directors, as on 31st March, 2009 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act , 1956,

(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 Significant Accounting Policies and other 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, 2009,

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

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

ANNEXURE STATEMENT REFERRED TO IN PARAGRAPH ABOVE OF OUR REPORT OF EVEN DATE 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 on the basis of information available.

b) According to the information and explanations given to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii. In respect of its Inventories:

a) As explained to us, the inventories have been physically verified by the Management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

b) In our opinion and according to the information and 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 stocks, as compared to book records.

iii. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a) The company has granted Unsecured Loan to five parties. At the year end the outstanding balance of such loan granted was Rs.109.49 lacs and the maximum amount involved during the year was Rs.248.98 lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other the terms and conditions are not prima-facie prejudicial to the interest of the company.

c) The loan granted by the Company is interest free and the principal amount is repayable on demand

d) Since the loans granted by the Company are repayable on demand, no question of overdue amounts arises.

e) The Company has taken Unsecured Loans from three parties. At the year end the outstanding balance of such loans taken was 17.24 lacs and the maximum amount involved during the year was Rs.17.38 Lacs.

f) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other the terms and conditions are not prima-facie prejudicial to the interest of the Company

g) In respect of loans taken by the Company, the interest payment, wherever applicable is regular and the principal amount is repayable on demand.

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 the nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods. Further in our opinion, there is no continuing failure to correct major weaknesses in the internal control.

v. a) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements, that needed to be entered in the register maintained U/s 301 of the Companies Act, 1956 has been so entered. b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements has been made at the price which are reasonable having regard to prevailing market price at the relevant time where such prices are available.

vi. In our opinion, and according to the information and explanations given to us the Company has complied with the provisions of Sections 58 A, 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

vii. In our opinion, the Company has an internal Audit system commensurate with the size and the nature of its business.

viii. According to information and explanations given to us, The Company is not required to maintain cost records prescribed by Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

ix. a) According to the information and explanations given to us and the books and records examined by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Fringe Benefit Tax, Service Tax, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Fringe benefit Tax, Service Tax, Excise Duty, Cess and any other statutory dues were outstanding at the year ended for a period of more than six month from the date they became payable.

c) According to records of the Company there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, service Tax ,excise duty and Cess on account of any dispute, other than the following:

Name of the Statute Nature of the dues Amount From where dispute is pending

(Rs.) in Lacs

Central Sales Tax Additional demand for Rs. 0.52 Asst. Commissioner,

Act,1956 the Asst.Yr. 1996 -97 Sales Tax Deptt.

x. The Company does not have accumulated losses as at the end of the year and the Company has not incurred any cash loss during the year.

xi. Based on our audit procedures and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or any bank or to Debenture holders during the year.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. According to the information and explanations given to us, the Company is not a Chit fund, Nidhi or mutual benefit Society. Hence the requirements of item (xiii) of paragraph 4 of the Order 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 or other securities except the investment made in the equity shares of the subsidiary Companies. All the shares are held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has given corporate guarantee to the extents of Rs. 595 Lacs for loan taken by others, from banks and financial institutions and the terms and conditions are not prime facie prejudicial to the interest of the Company.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion term loans availed by the Company have been prima-facie applied during the year for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us, there are no fund raised on a short-term basis which has been used for long term investment.

xviii. According to the information and explanations given to us, the Company has not made any conversion of warrants into equity shares during the year.

xix. The Company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

xx. The Company has not raised any Capital through public issue during the year. However the Company has issued 1,14,847 Equity Shares through Employee Stock Option Scheme, the end use of which has been disclosed. According to the information and explanations given to us, the amount has been prima-facie used for the purpose for which it was raised.

xxi. 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 Mohan & Mohan

Chartered Accountants

CA. Adarsh Mohan

Place: New Delhi Partner

Dated: 30th June, 2009 Membership No. 81491