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Auditor Report of Dewan Housing Finance Corporation Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Dewan Housing Finance Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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 in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company''s branches/ offices at 207 locations.

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 and ensuring their operating effectiveness and 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 required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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 disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 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, 2015, 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 (Auditors'' Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b. In our opinion, proper books of account as required by the law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. 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 and with the returns received from branches not visited by us;

e. 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;

f. On the basis of written representations received from the directors as on March 31, 2015, and 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;

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 33 on Contingent Liabilities to the financial statements;

(ii) The Company has no material foreseeable losses on long-term contracts including derivative contracts as required under the applicable law or accounting standards;

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditor''s Report

The annexure required under CARO, 2015 referred to in our report to the members of Dewan Housing Finance Corporation Limited ("the Company") for the year ended 31st March, 2015, We report that:

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

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals. As informed to us, no material discrepancies were noticed on such verification.

ii) The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company.

iii) During the year the Company has granted loans to a party listed in the register maintained under Section 189 of the Act. The receipt of the principal amount and interest are regular.

iv) In our opinion and according to the information given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v) The Company has accepted deposits from the public. In our opinion and according to the information and explanations given to us, the Company has, during the year, complied with the directives issued by the National Housing Bank under the Housing Finance Companies (NHB) Directions, 2010 with regard to deposits accepted from the public and the Rules frames there under and provisions of section 73 to 76 and other relevant provisions of the Act.

vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of the business of the Company.

vii) a) According to the records of the Company, the Company has been generally regular in depositing its undisputed statutory dues such as Provident Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Service Tax and any other material statutory dues whichever is applicable to the Company with the appropriate authorities during the year.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Service Tax, and any other material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

c) The disputed statutory dues aggregating to Rs. 530 Lakh have not been deposited on account of disputed matters pending before appropriate authorities. However, out of the above, a sum of Rs. 50 Lakh has been deposited under protest. The details of disputed statutory dues are as under:

Statute Nature Amount Period to Forum where Name of Dues Rs. in Lakh which the the dispute is amount pending relates

Income Tax Income 140 A.Y.2007-08 ITAT, Delhi Act, 1961 Tax

Income Tax Income 390 A.Y.2008-09 ITAT, Delhi Act, 1961 Tax

Total 530

d) Company has transferred required amount within time to investor education and protection fund under section 124(5) of the Act.

viii) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

ix) According to the information and explanations given to us and based on the records of the Company examined by us, the Company has not defaulted in repayment of dues to any financial institutions or bank.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) The Company has generally applied the amount raised by it by way of term loans for the purpose for which those loans were obtained, other than temporary deployment pending application of those funds.

xii) According to the information and explanation given to us, no material fraud on or by Company has been noticed or reported during the year, except four instances of fraud on Company by way of misrepresentation by borrower of loan by fabricating Financial and Property documents at the time of loan appraisal, in earlier year, involving an amount of Rs. 108.33 lakh. The details of the same have been reported to NHB by the Company.

For T R CHADHA & Co. For RAJENDRA NEETI & ASSOCIATES Chartered Accountants Chartered Accountants ICAI FRN: 06711N ICAI FRN: 006543C (Pramod Tilwani) (Rajendra K. Gupta) Partner Partner ICAI MN: 076650 ICAI MN: 070165

Date: April 29, 2015 Place: Mumbai


Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Dewan Housing Finance Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 in accordance with 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 misstatement.

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 entity''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 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. The reports on the accounts of the branch offices audited under Section 228 by a person other than the Company''s auditor, have been provided to us, as required by Clause (c) of sub section (3) of Section 228 and have been dealt with in preparing our report in the manner considered necessary by us.

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the Audited Returns from the branches and with the return received from branches not visited by us.

d. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated September 13, 2013, issued by 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 March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure Referred to in our Report to the members of Dewan Housing Finance Corporation Limited (The Company) for the year ended on March 31, 2014, we report that :

1. Fixed Assets

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

b) Some of the fixed assets have been physically verified by the management in accordance with a phased 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) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Corporation and such disposal has, in our opinion, not affected the going concern status of the Company.

2. Inventories

The Company does not have any inventory due to its nature of business being housing finance company. Therefore, the provisions of Clause 13 of Para 4 of the Companies (Auditor''s Report) Order are not applicable to the Company.

3. Secured or Unsecured Loans Granted or Taken

The Company has not granted or taken secured or unsecured loans, to or from companies, firms, or other parties covered under register maintained under Section 301 of Companies Act, 1956.

4. Internal Control

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 fixed assets and for sales of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. Transactions under Section 301

a) According to the information and explanation given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. Public Deposits

The Company has accepted deposits from the public. In our opinion and according to the information and explanations given to us, the Company has during the year complied with the directives issued by the National Housing Bank under the Housing Finance Companies (NHB) Directions, 2010 with regard to deposits accepted from the public and the rules framed thereunder and the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956.

7. Internal Audit System

In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business, implemented by in-house department and supported by various independent professional firms of Chartered Accountants appointed as concurrent auditor by the management to carry out concurrent audit function at all its branches.

8. Cost Records

The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. Statutory Dues

(a) According to the information and explanations given to us in respect of statutory and other dues, the Company has been generally regular in depositing its undisputed statutory dues such as Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Service Tax, Income Tax, Sales Tax and any other statutory dues as applicable with the appropriate authorities during the year.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Service Tax, Income Tax and any other material statutory dues were in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to C497 Lac have not been deposited on account of disputed matters pending before appropriate authorities. Out of the above, a sum of C67 Lac has been deposited under protest. The details of disputed statutory dues are as under:

Statute Name Nature of Dues Amount Rs. In Lac Period to which the Forum where the dispute is amount relates pending

Income Tax Act, 1961 Income Tax 17 A.Y.2004-05 Assessing Officer, New Delhi

Income Tax Act, 1961 Income Tax 90 A.Y.2007-08 ITAT, Delhi

Income Tax Act, 1961 Income Tax 390 A.Y.2008-09 ITAT, Delhi

Total 497

10. The Company has positive net worth, which is more than its equity capital and does not have any accumulated losses or cash losses in the current financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders.

12. According to the information and explanations given to us, Company has maintained adequate documents and records for the loans and advances granted by it on the basis of security by way of residential houses and properties, pledge of shares, debentures and other securities.

13. As explained, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 13 of Para 4 of the Companies (Auditor''s Report) Order are not applicable to the Company.

14. According to the information and explanations given to us, Company is maintaining proper records of the transactions and contracts in regards to the dealings in securities & investments and has made timely entries in records. The shares, securities, debentures and other securities have been held by the Company in its own name.

15. According to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, Company has generally applied the amount raised by it by way of term loans for the purpose for which those loans were obtained, other than temporary deployment pending application of those funds.

17. The Company is engaged in the housing finance business and is governed by National Housing Bank (NHB) Directions, for raising deposits and deployment of its funds in its business and the Company has followed the NHB guidelines for fund raising and deployment of funds and is adhering to the Asset Liabilities Management guidelines (ALCO) prescribed by NHB and accordingly based on above information, we report that the Company has generally not used its short term funds in long term investments.

18. The Company has made preferential allotment of equity shares during the year to its employees as approved by the members in its EGM for the quantity and pricing thereof. Accordingly the price at which such shares are allotted are not prima facie prejudicial to the interest of the Company.

19. According to the information & explanations given to us, the Company has issued secured non-convertible debentures amounting to C2,05,790 lakh and has created charges in respect of the debentures issued during the year.

20. The Company has not raised any money by way of public issue of equity share capital during the year save and except allotment of equity shares under Employees Stock Option Scheme as detailed in Note no. 3.5 of Notes forming part of the financial statements.

21. According to the information and explanation given to us, no material fraud on or by Company has been noticed or reported during the year, except one instances of fraud amounting to C42 lakh on Company by way of misrepresentation by borrower by fabricating the financial and property documents at the time of loan approval in the earlier year. The detail of the same has been reported to NHB by the Company.

For T R Chadha & Co. For Rajendra Neeti & Associates

Chartered Accountants Chartered Accountants

(Firm Registration No.06711N) (Firm Registration No. 006543C)

(Pramod Tilwani) (Pranav Kumar Shukla)

Partner Partner

Membership No.076650 Membership No. 073832

Date : April 30, 2014

Place : Mumbai


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Dewan Housing Finance Corporation Limited which comprise the Balance Sheet as at 31 March 2013, 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 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 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 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 misstatement.

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. 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 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:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31 March 2013;

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

(iii) 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received by the company from the branches not visited by us. The Branch Auditor''s Reports produced before us have been appropriately dealt with.

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the Audited Returns received by the company from the branches not visited by us.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report, 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 of the company, as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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; and

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441 A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

The annexure referred to in our report to the members of DEWAN HOUSING FINANCE CORPORATION LTD. (''the company'') for the year ended on 31st March 2013, we report that:

i) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. The Company has not disposed off substantial part of fixed assets during the year.

ii) The Company does not have any inventory due to nature of its business of housing finance.

iii) The Company has given loans to the parties covered in the register maintained under section 301 of the Companies Act 1956. In respect of said loans, the maximum loans outstanding at any time during the year was Rs. 56,783 lacs including interest free loan Rs. 55,068 lacs to 100% subsidiary company merged with the company and year end balance of such loans was Rs. Nil. The rate of interest & other terms and conditions of the loan are, in our opinion, prima facie not prejudicial to the interest of the Company. The repayment of principal & interest whereof is regular and as per stipulation during the year. The Company has not taken any loans from any company, firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, with regards to the purchase of fixed assets and sale of services. The Company has no purchase or sale of goods.

v) 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 contracts or arrangements, that need 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 transactions 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 rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has accepted deposits from the public. In our opinion and according to the information and explanations given to us, the Company has, during the year, complied with the directives issued by the National Housing Bank under the Housing Finance Companies [NHB] directions, 2010 with regard to deposits accepted from the public and the rules framed thereunder and the provisions of sections 58A, 58AA and other relevant provisions of the Companies Act, 1956.

vii) In our opinion, and according to the information and explanations given to us, the company has an internal audit system commensurate with its size and nature of its business, implemented by in-house department and supported by various independent professional firms of Chartered Accountants appointed as concurrent Auditor by the management to carry out concurrent audit function at all its branches.

viii) Central Government has not prescribed maintenance of any cost records in respect of the business of the Company.

ix) a) According to the information and explanations given to us, Company is regular in depositing undisputed statutory dues such as Provident Fund, Investors Education and Protection Fund, Employees'' State Insurance, Income-tax, Wealth Tax, Service Tax and any other statutory dues whichever is applicable to the company with the appropriate authorities

b) The disputed statutory dues aggregating Rs. 497 lacs that have not been deposited on account of disputed matters pending before appropriate authorities subject to Rs. 67 lacs deposited under protest against above and details of dispute are as under:

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

Income Tax Act,1961 Income Tax 17 A.Y. 2004-05 Assessing Officer, New Delhi

Income Tax Act,1961 Income Tax 90 A.Y. 2007-08 ITAT, Delhi

Income Tax Act,1961 Income Tax 390 A.Y. 2008-09 In process of filing with ITAT, Delhi

Total 497

x) The Company has positive net worth, which is more than its equity capital and does not have any accumulated losses or cash losses in the current financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders.

xii) According to the information and explanations given to us, Company has maintained adequate documents and records for the loans and advances granted by it on the basis of security by way of residential houses and properties, pledge of shares, debentures and other securities.

xiii) The Company is not engaged in the business of any Chit fund / nidhi / mutual benefit fund or society.

xiv) According to the information and explanations given to us, Company is maintaining proper records of the transactions and contracts in regards to the dealings in securities & investments and has made timely entries in records. The shares, securities, debentures and other securities have been held by the company in its own name.

xv) According to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanations given to us, Company has generally applied the amount raised by it by way of term loans for the purpose for which those loans were obtained, other than temporary deployment pending application of those funds.

xvii) The Company is engaged in the housing finance business and is governed by National Housing Bank [NHB] Directions, for raising deposits and deployment of its funds in its business and the company has followed the NHB guidelines for fund raising and deployment of funds and is adhering to the Asset Liabilities Management guidelines (ALCO) prescribed by NHB and accordingly based on above information, we report that company has generally not used its short term funds in long term investments.

xviii) The Company has made preferential allotment of equity shares during the year to its employees as approved by the members in its EGM for the quantity and pricing thereof. Accordingly the price at which such shares are allotted are not prima facie prejudicial to the interest of the Company.

xix) According to the information & explanations given to us, the company has issued secured non-convertible debentures amounting to Rs. 129,600 lacs and has created charges in respect of the debentures issued during the year.

xx) The company has not raised any money by way of public issue of equity share capital during the year save and except allotment of equity shares under Employees Stock Option Scheme as detailed in Note no. 3.5 of Notes forming part of the financial statements.

xxi) As explained to us, no material fraud on or by the company has been noticed or reported during the year.

For B.M.CHATURVEDI & Co.

Chartered Accountants

ICAI FRN: 114317W

(Rajendra K. Gupta)

Place: Mumbai ICAI M.NO. 070165

Date: 7th May, 2013 Partner


Mar 31, 2012

We have audited the attached Balance Sheet of Dewan Housing Finance Corporation Limited, as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that,

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors' reports have been forwarded to us and have been appropriately dealt with.

3. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches.

4. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement read with Notes thereon dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956

5. On the basis of written representations received from the Directors of the Company as on 31st March, 2012, and taken on record by the Board, we report that none of the Director is disqualified as at 31st March, 2012 from being appointed as a Director under Section 274 (1) (g) of the Companies Act, 1956.

6. 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 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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012,

ii) In the case of Statement of Profit and Loss, of the Profit of the Company for the year ended on that date and

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

7. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government, in terms of Section 227 (4A) of the Companies Act, 1956, we further state that,

i) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. The Company has not disposed off substantial part of fixed assets during the year.

ii) The Company does not have any inventory due to nature of its business of housing finance.

iii) The Company has granted unsecured loan in the nature of inter corporate deposit aggregating to Rs. 5600 lacs to its then subsidiary company covered in the register maintained under Section 301 of the Companies Act, 1956 and has recovered the full amount along with interest leaving Nil balance at the year end. The rate of interest & other terms and conditions of the loan are, in our opinion, prima facie not prejudicial to the interest of the Company and repayment of principal & interest has been regular and as per stipulation during the year. The Company has also given interest free advance of the nature of the current account to its 100% Subsidiary, amount outstanding at the year end Rs. 200.50 crores. The Company has not taken any loans from any company, firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv) There is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of services. The Company has no purchase or sale of goods.

v) 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 contracts or arrangements, that need 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 transactions 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 rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has accepted deposits from the public. In our opinion and according to the information and explanations given to us, the Company has, during the year, complied with the directives issued by the National Housing Bank under the Housing Finance Companies [NHB] directions, 2010 with regard to deposits accepted from the public and the rules framed thereunder and the provisions of sections 58A, 58AA and other relevant provisions of the Companies Act, 1956.

vii) In our opinion, and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and nature of its business, implemented by in-house department and supported by various independent professional firms of Chartered Accountants appointed as concurrent auditor by the management to carry out concurrent audit function at all its branches.

viii) Central Government has not prescribed maintenance of any cost records in respect of the business of the Company.

ix) According to the information and explanations given to us, Company is regular in depositing undisputed statutory dues such as Provident Fund, Investors Education and Protection Fund, Employees' State Insurance, Income-tax, Wealth Tax, Service Tax and any other statutory dues whichever is applicable to the Company with the appropriate authorities. However, the Company has deposited full amount of disputed Income tax pending in appeals on the subject matters before appropriate appellate authorities and has no unpaid demands of the department.

x) The Company has positive net worth, which is more than its equity capital and has neither any accumulated losses nor it has incurred any cash losses in the current financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders.

xii) According to the information and explanations given to us, the Company has maintained adequate documents and records for the loans and advances granted by it on the basis of security by way of residential houses and properties, pledge of shares, debentures and other securities.

xiii) The Company is not engaged in the business of any chit fund / nidhi / mutual benefit fund or society.

xiv) According to the information and explanations given to us, the Company is maintaining proper records of the transactions and contracts about the dealings in securities & investments and has made timely entries in records. The shares, securities, debentures and other securities have been held by the Company in its own name.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanations given to us, the Company has generally applied the amount raised by it by way of term loans for the purpose for which those loans were obtained, other than temporary deployment pending application of those funds.

xvii) The Company is engaged in the housing finance business and is governed by National Housing Bank [NHB] Directions for raising deposits and deployment of its funds in its business and the Company has followed the NHB guidelines for fund raising and deployment of funds and is adhering to the Asset Liabilities Management guidelines (ALCO) prescribed by the NHB and accordingly based on the above information, we report that the Company has generally not used its short term funds in long term investments.

xviii) The Company has made preferential allotment of equity shares during the year as approved by the members in its EOGM for the quantity and pricing thereof. Accordingly the price at which such shares are allotted are not prima facie prejudicial to the interest of the Company.

xix) According to the information & explanations given to us, the Company has issued secured non- convertible debentures amounting to Rs. 73,020 lacs and has created securities and charges in respect of the debentures issued during the year.

xx) The Company has not raised any money by way of public issue of equity share capital during the year save and except allotment to QIB's under Qualified Institutional Placement and allotment of equity shares under Employees Stock Option Scheme as detailed in Note no. 3.1 of Notes forming part of the Balance Sheet.

xxi) As explained to us, no material fraud on or by the Company has been noticed or reported during the year.

For B. M. Chaturvedi & Co. Chartered Accountants

ICAI FRN: 114317W

Rajendra K. Gupta

Place : Mumbai

Partner Date : 10th May, 2012 ICAI M. N. 070165




Mar 31, 2011

We have audited the attached Balance Sheet of Dewan Housing Finance Corporation Limited, as at 31st March, 2011, the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that,

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors' reports have been forwarded to us and have been appropriately dealt with.

3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches.

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

5. On the basis of written representations received from the Directors of the Company as on 31st March, 2011, and taken on record by the Board, we report that none of the Directors is disqualified as at 31st March, 2011, from being appointed as a Director under Section 274 (1) (g) of the Companies Act, 1956.

6. 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 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

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

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

7. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government, in terms of Section 227 (4A) of the Companies Act, 1956, we further state that,

i) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification. The Company has not disposed off substantial part of fixed assets during the year.

ii) The Company does not have any inventory due to nature of its business of housing finance.

iii) The Company has granted unsecured loan in the nature of inter corporate deposit aggregating to Rs. 2000 lacs to its subsidiary company covered in the register maintained under Section 301 of the Companies Act, 1956 and has recovered the full amount along with interest leaving Nil balance at the year end. The rate of interest & other terms and conditions of the loan are, in our opinion , prima facie not prejudicial to the interest of the Company and repayment of Principal & interest has been regular and as per stipulation during the year. The Company has not taken any loans from any company, firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of services. The Company has no purchase or sale of goods.

v) 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 contracts or arrangements, that need 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 transactions 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 rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has accepted deposits from the public. In our opinion and according to the information and explanations given to us, the Company has, during the year, complied with the directives issued by the National Housing Bank under the Housing Finance Companies [NHB] Directions, 2010 with regard to deposits accepted from the public and the rules framed thereunder and the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956.

vii) In our opinion, and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and nature of its business, implemented by in-house department and supported by various independent professional firms of Chartered Accountants appointed as concurrent auditor by the Management to carry out concurrent audit function at all its branches.

viii) Central Government has not prescribed maintenance of any cost records in respect of the business of the Company.

ix) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues such as Provident Fund, Investors Education and Protection Fund, Employees' State Insurance, Income-Tax, Wealth Tax, Service Tax and any other statutory dues whichever is applicable to the Company with the appropriate authorities. However, the Company has deposited full amount of disputed Income Tax pending in the appeals on the subject matters before appropriate appellate authorities and has no unpaid demands of the department.

x) The Company has positive net worth, which is more than its equity capital and has neither any accumulated losses nor it has incurred any cash losses in the current financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders.

xii) According to the information and explanations given to us, the Company has maintained adequate documents and records for the loans and advances granted by it on the basis of security by way of residential houses and properties, pledge of shares, debentures and other securities.

xiii) The Company is not engaged in the business of any Chit Fund / Nidhi / Mutual Benefit Fund or society.

xiv) According to the information and explanations given to us, the Company is maintaining proper records of the transactions and contracts about the dealings in securities & investments and has made timely entries in records. The shares, securities, debentures and other securities have been held by the Company in its own name.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanations given to us, the Company has generally applied the amount raised by it by way of term loans for the purpose for which those loans were obtained, other than temporary deployment pending application of those funds.

xvii) The Company is engaged in the housing finance business and is governed by National Housing Bank (NHB) Directions for raising deposits and deployment of its funds in its business and the Company has followed the NHB guidelines for fund raising and deployment of funds and is adhering to the Asset Liabilities Management guidelines (ALCO) prescribed by NHB and accordingly based on the above information, we report that the Company has generally not used its short term funds in long term investments.

xviii) The Company has made preferential allotment of equity shares during the year as approved by the members in its EOGM for the quantity and pricing thereof. Accordingly the price at which such shares are allotted are not prima facie prejudicial to the interest of the Company.

xix) According to the information & explanations given to us, the Company has issued unsecured non convertible debentures amounting to Rs. 500 crores and secured non convertible debentures amounting to Rs. 585 crores in respect of which securities and charges have been created during the year.

xx) The Company has not raised any money by way of public issue of equity share capital during the year save and except preferential allotment, Qualified Institutional Placement and allotment of equity shares under Employees Stock Option Scheme as detailed in Note no. B-1 of Schedule 'Q'.

xxi) As explained to us, no material fraud on or by the Company has been noticed or reported during the year except some instances of fraud reported on the Company by way of misrepresentation by borrowers to avail housing loans or about its repayment in certain accounts involving an amount of about Rs. 29.03 lacs. The Company has initiated the legal proceedings against such parties and is hopeful of recoveries. However, the Company has provided for appropriate contingencies that may arise in future in respect thereof.

For B. M. CHATURVEDI & CO.

Chartered Accountants

ICAI FRN: 114317W

(Rajendra K. Gupta)

Place : Mumbai

Partner

Date : 13th May, 2011 ICAI M. N. 070165


Mar 31, 2010

We have audited the attached Balance Sheet of Dewan Housing Finance Corporation Limited, as at 31st March 2010, the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that,

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. In our opinion, proper books of accounts, as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors reports have been forwarded to us and have been appropriately dealt with.

3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts and with the Audited returns from the branches.

4. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement read with Notes thereon dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the Directors of the Company as on 31st March 2010, and taken on record by the Board, we report that none of the Directors is disqualified as at 31 st March 2010 from being appointed as a Director under Section 274 (1) (g) of the Companies Act, 1956.

6. 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 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 Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010,

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

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

7. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government, in terms of Section 227 (4A) of the Companies Act, 1956, we further state that,

i) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

ii) The Company does not have any inventory due to the nature of its business of housing finance.

iii) The Company has received unsecured loan in the nature of inter corporate deposit aggregating to Rs. 2000 lacs from its subsidiary company covered in the register maintained under Section 301 of the Companies Act, 1956 and has repaid the full amount along with interest leaving Nil balance at the year end. The rate of interest &otherterms and conditions of such loan are, in our opinion, prima facie not prejudicial to the interest of the Company and repayment of principal & interest has been regular and as per stipulation during the year.

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of services. The Company has no purchase orsale of goods.

v) 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 contracts or arrangements, that need 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 transactions 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 rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has accepted deposits from the public. In our opinion and according to the information and explanations given to us, the Company has, during the year, complied with the directives issued by the National Housing Bank under the Housing Finance Companies [NHB] Directions, 2001 with regard to deposits accepted from public and the rules framed thereunder and the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956.

vii) In our opinion, and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and nature of its business, implemented by in house department and supported by various independent professional firms of Chartered Accountants appointed as concurrent auditor by the management to carry out concurrent audit function at all its branches.

viii) Central Government has not prescribed maintenance of any cost records in respect of the business of the Company.

ix) According to the records of the Company, it is regular in depositing undisputed statutory dues such as Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income-Tax, Wealth Tax, Service fax and any other statutory dues whichever is applicable to the Company with the appropriate authorities. However, Company has deposited full amount of disputed Income Tax pending in appeals on the subject matters before appropriate appellate authorities and has no unpaid demands of the department.

x) The Company has positive net worth, which is more than its equity capital and has neither any accumulated losses nor it has incurred any cash losses in the current financial year.

xi) The Company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders.

xii) The Company has maintained adequate documents and records for the loans and advances granted by it on the basis of security by way of residential houses and properties, pledge of shares, debentures, and other securities.

xiii) The Company is not engaged in the business of any Chit fund / nidhi / mutual benefit fund or society.

xiv) The Company is maintaining proper records of the transactions and contracts about the dealings in securities & investments and has made timely entries in records. The shares, securities, debentures and other securities have been held by the Company, in its own name.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has generally applied the amount raised by it by way of term loans for the purpose for which those loans were obtained, other than temporary deployment pending-application of those funds.

xvii) The Company is engaged in the housing finance business and is governed by National Housing Bank [NHB] Directions for raising deposits and deployment of its funds in its business and the Company has followed the NHB guidelines for fund raising and its deployment and adhering to the Asset Liabilities Management guidelines (ALCO) prescribed by NHB and accordingly based on above we confirm that the Company has generally not used its short term funds in long term investments.

xviii) The Company has made preferential allotment of equity shares during the year as approved by the members in its EOGM for the quantity and pricing thereof. Accordingly the price at which such shares are allotted are not prima facie prejudicial to the interest of the Company.

xix) According to the information & explanations given to us, the Company has created securities and charges on secured debentures issued during the year.

xx) The Company has not raised any money by way of public issue of equity share capital during the year save and except preferential allotment, Qualified Institutional Placement and allotment of equity shares under Employee Stock Option Scheme as detailed in Note no. B-l of ScheduleQ.

xxi) As explained to us, no material fraud on or by the Company has been noticed during the year except some instances of fraud by way of misrepresentation by borrowers to avail housing loans or about its repayment in certain accounts involving an amount of about Rs. 36.90 lacs as reported to NHB by the Company. The Company has initiated legal proceedings against such parties and is hopeful of recoveries. However, the Company has provided for appropriate contingencies that may arise in future in respect thereof.

For B.M. CHATURVEDI & CO.

Chartered Accountants Registration No. 114317W

Place : Mumbai B.M. Chaturvedi

Date : 12 May, 2010 ICAI.M.No.17607

 
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