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Auditor Report of DS Kulkarni Developers Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of D. S. Kulkarni Developers Ltd. which comprise the

a) Balance Sheet as at the 31st March 2015

b) Statement of Profit and Loss for the year ended on that date

c) Cash Flow Statement for the year ended on that date, and

d) A summary of significant accounting policies and other explanatory information.

Management 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 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

a) 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;

b) selection and application of appropriate accounting policies;

c) making judgments and estimates that are reasonable and prudent; and

d) 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.

Auditors' 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 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 the 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 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,

a) in the case of the standalone balance sheet, of the state of affairs of the Company as at 31st March, 2015

b) in the case of the standalone statement of profit & loss, of the profit of the Company for the year ended on that date.

c) in the case of the standalone cash flow statement, of the cash flows of the Company for the year ended on that date.

Report on other legal and regulatory requirements

a) As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we enclose, on the basis of our opinion, our examination of the relevant records and according to the information and explanation given to us, in the Annexure a statement on the matters specified in Paragraphs 3 and 4 of the said Order.

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

i 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.

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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

iv 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.

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

vi 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:

a) the Company does not have any pending litigations which would impact its financial position

b) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

c) there has been no delay on the part of the Company in transferring amounts, required to be transferred, to the Investor Education and Protection Fund

Annexure Referred to in Paragraph a) under the heading "Report on other legal and regulatory requirements" of Our Report of Even Date

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

(b) The management has not physically verified all the fixed assets during the year but there is a regular programme of verification which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventories at reasonable intervals during the year.

(b) The procedures of such physical verification are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 189 of the Act. The number of parties and amount involved in the transactions is as follows: -

Number of Parties Amount of loans taken

Balance (Rs. Lacs)

31-Mar-15 31-Mar-14

Two (Two) 9,471.31 7,985.01

(b) The rate of interest and other terms and conditions of loans, secured or unsecured, granted by the Company, are not, prima facie, prejudicial to the interest of the Company;

(c) In respect of the loans, secured or unsecured, given by the Company, where stipulations have been made, the repayments of the principal amount and the payments of the interest have been regular.

(iv) There are adequate internal control systems 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 any major weakness or continuing failure to correct a major weakness in the internal control systems in respect of these areas.

(v) The Company has complied with the provisions of Sections 73-76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and the Reserve Bank of India Directives in the matter of acceptance of deposits from the public. No Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vi) The Company's turnover in the last preceding year i.e. FY 2013-14 was less than Rs.35 crores and therefore the Companies (Cost Records & Audit) Rules 2014, issued by the Central Government u/s 148(1) of the Act for maintenance of cost records are not applicable to the Company.

(vii) (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, TDS, Income-tax (except advance tax), Sales-tax, Wealth Tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory dues applicable to it. There are no arrears of outstanding undisputed statutory dues (except advance tax of approximately Rs.5.06 crores) as at the last day of the financial year for a period of more than six months from the date those became payable.

(b) There are no disputed amounts outstanding in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory dues applicable to it as at the last day of the Financial year. The disputed amounts in respect of income tax are as follows:

Rs. Lacs

Sr. Fourm where dispute is pending Asst. Yr. 31-Mar-15 31-Mar-14 No.

1 High Court of Judicature, Mumbai 2004-05 67.25 67.25

2 High Court of Judicature, Mumbai 2005-06 152.02 152.02

3 High Court of Judicature, Mumbai 2006-07 311.45 311.45

4 High Court of Judicature, Mumbai 2007-08 418.80 418.80

5 High Court of Judicature, Mumbai 2008-09 116.00 116.00

6 High Court of Judicature, Mumbai 2009-10 156.93 156.93

7 Income Tax Appellate Tribunal 2010-11 99.95 99.95 8 Commissioner of Income Tax (Appeals) 2011-12 35.47 35.47

9 Commissioner of Income Tax (Appeals) 2012-13 40.40 -

1,398.27 1,357.87

The ITAT Pune decided the Company's appeals for AY 2004-05, 2005-06, 2006-07, 2007-08, 2008-09 & 2009-10 in favour of the Company. However, the Dept has filed a reference with the High Court of Judicature at Mumbai. The Company expects that the I TAT Pune will decide similarly the Company's appeals for AY 2010-11, 2011-12 & 2012-13 in favour of the Company. Against these contingent liabilities the Company paid Rs.903.53 lacs. However, after the decision of the I TAT in the Company's favour, the Company received a refund of Rs.726.24 lacs.

(c) During the year under review, the Company has transferred Rs.269,914/- to the Investor Education and Protection Fund in accordance with the provisions of section 124(5) the Companies Act, 2013 and Rule 4 of the Companies (Declaration & Payment of Dividend) Rules 2014, made thereunder

(viii) The contents of Paragraph 3(viii) of CARO, 2015 are not applicable since the company does not have accumulated losses at the end of the financial year.

(ix) The Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

(x) The Company has continued the guarantee of Rs.100 crores in respect of a loan taken by its erstwhile subsidiary, DSK Global Education & Research Ltd. from Central Bank of India. The terms and conditions of such guarantee are not prejudicial to the interests of the Company.

(xi) The Company has applied the term loans obtained during the year under review for the purposes for which they were obtained.

(xii) The contents of Paragraph 3(xii) of CARO, 2015 are not applicable since no fraud on or by the Company has been noticed or reported during the year.

For Gokhale, Tanksale & Ghatpande,

Firm Registration No. 103277W

Chartered Accountants

S. M. Ghatpande

Partner

Membership No. 30462

Place: Pune

Date: 29th May, 2015


Mar 31, 2014

We have audited the financial statements of D. S. Kulkarni Developers Ltd. which comprise the

a) Balance Sheet as at the 31st March, 2014

b) Statement of Profit and Loss for the year ended on that date

c) Cash Flow Statement for the year ended on that date

Management Responsibility for the financial statements The Management of the Company is responsible for -

a) the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in Section 211(3C) of the Companies Act, 1956. (the “Act”) and are free from material misstatement, whether due to fraud or error.

b) the design and maintenance of the internal control relevant to the preparation and presentation of these financial statements.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Auditing & Assurance Standards 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 of material misstatement.

An audit includes

a) performing procedures and examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The procedures selected depend on 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.

b) evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the financial statements, read with the notes thereon, 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 the 31st March, 2014; and

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

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

Report on other legal and regulatory requirements

a) As required by the Companies (Auditor’s Report) Order, 2003 and the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227(4A) of the Act, we enclose, on the basis of our opinion, our examination of the relevant records and according to the information and explanations given to us, in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

b) As required by Section 227(3) of the Act, we report that

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

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

iii. The Balance Sheet, the Statement of Profit and Loss and also the Cash Flow Statement of the Company dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, the Statement of Profit and Loss and also the Cash Flow Statement of the Company dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Act;

v. On the basis of the written representation received from the directors as at 31st March, 2014, and taken on record by the Board of Directors, we do hereby certify that none of the directors of the Company i.e. D. S. Kulkarni Developers Ltd. as on 31st March, 2014 is disqualified u/s 274(1)(g) of the Act on the said date for being appointed as a director in the aforesaid company;

vi. We cannot, as required by Section 227(3)(g) of the Act, state whether the cess payable u/s 441A of the Act, has been paid and, if not, the details of the amount of cess not so paid because the Central Government has not, till the date of this report, notified u/s 441A(1) of the Act the amount of cess payable u/s 441A(2) and has not specified u/s 441A(4) of the Act the manner in which the said cess is to be paid.

Annexure Referred to in Paragraph (a) under the heading "Report on other legal and regulatory requirements" of Our Report of Even Date

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

(b) The management has not physically verified all the fixed assets during the year but there is a regular programme of verification which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year under review, the Company has not disposed of a substantial part of its fixed assets.

(ii) (a) The management has conducted physical verification of inventories at reasonable intervals during the year.

(b) The procedures of such physical verification are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act. The number of parties and amount involved in the transactions is as follows: -

Number of Parties Amount of loans taken

Balance (Rs. Lacs) 31-Mar-14 31-Mar-13 Two (Two) 7,985.01 5,611.95

(b) The Company has taken loans, secured or unsecured, from companies, firms or other parties covered in the register maintained u/s 301 of the Act. The number of parties and amount involved in the transactions is as follows: -

Number of Parties Number of Parties Balance (Rs. Lacs) 31-Mar-14 31-Mar-13

One (One) 658.99 605.74

(c) The rate of interest and other terms and conditions of loans, secured or unsecured, taken or granted by the Company, are not, prima facie, prejudicial to the interest of the Company;

(d) In respect of the loans, secured or unsecured, taken/given by the Company, where stipulations have been made, the repayments of the principal amount and the payments of the interest have been regular.

(iv) There are adequate internal control systems 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 any major weakness or continuing failure to correct a major weakness in the internal control systems in respect of these areas.

(v) (a) The particulars of the contracts or arrangements which were entered into during the year under review with the parties referred to in Section 301 of the Act and which need to be entered into the register maintained u/s 301, of the Act have been recorded therein;

(b) The transactions made in pursuance of the contracts or arrangements referred to under subclause (a) above, which exceed ` 5,00,000/- in each case have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and the Reserve Bank of India Directives in the matter of acceptance of deposits from the public. No Order has been passed by the Company Law Board in this regard.

(vii) The Company has an internal audit system, which is commensurate with its size and the nature of its business.

(viii) The Company has maintained cost records as required by the Companies (Cost Accounting Records) Rules, 2011 made by the Central Government u/s 209(1)(d) of the Act.

(ix) (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance,TDS, Income-Tax (except Advance Tax), Sales-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it. There are no arrears of outstanding undisputed statutory dues (except advance tax of approximately `4.36 crores) as at the last day of the financial year for a period of more than six months from the date those became payable.

(b) There are no disputed amounts outstanding in respect of Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it as at the last day of the Financial year. The disputed amounts in respect of income tax are as follows:

Rs. Lacs Sr. Fourm where dispute is pending Asst. Yr. 31-Mar-14 31-Mar-13 No. 1 High Court of Judicature, Mumbai 2004-05 67.25 67.25 2 High Court of Judicature, Mumbai 2005-06 152.02 152.02 3 High Court of Judicature, Mumbai 2006-07 311.45 110.75 4 Income Tax Appellate Tribunal 2007-08 418.80 418.80 5 Income Tax Appellate Tribunal 2008-09 116.00 116.00 6 Income Tax Appellate Tribunal 2009-10 156.93 156.93 7 Commissioner of Income Tax (Appeals) 2010-11 99.95 99.95 8 Commissioner of Income Tax (Appeals) 2011-12 35.47 -

1,357.87 1,121.70

The ITAT Pune decided the Company''s appeals for AY 2004-05, 2005-06 & 2006-07 in favour of the Company. However, the Dept has filed a reference with the High Court of Judicature at Mumbai. The Company expects that the ITAT Pune will decide similarly the Company’s appeals for AY 2007-08, 2008-09, 2009-10 & 2010-11 in favour of the Company.

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

(xi) The Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

(xii) The contents of Paragraph 4(xii) of CARO, 2003 are not applicable since the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The contents of Paragraph 4(xiii) of CARO, 2003 are not applicable since the Company is not a chit fund or a nidhi or a mutual benefit fund/society.

(xiv) The contents of Paragraph 4(xiv) of CARO, 2003 are not applicable since the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) The Company has continued the guarantee of `100 crores in respect of a loan taken by its erstwhile subsidiary, DSK Global Education & Research P. Ltd. from Central Bank of India. The terms and conditions of such guarantee are not prejudicial to the interests of the Company.

(xvi) The Company has applied the term loans obtained during the year under review for the purposes for which they were obtained.

(xvii) The Company has not used the funds raised on short term basis for the purposes of long-term investment.

(xviii) The contents of Paragraph 4(xviii) of CARO, 2003 are not applicable since the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of the Act.

(xix) The contents of Paragraph 4(xix) of CARO, 2003 are not applicable since the Company has not issued debentures.

(xx) The contents of Paragraph 4(xx) of CARO, 2003 are not applicable since the Company has not raised any money by public issue during the year.

(xxi) The contents of Paragraph 4(xxi) of CARO, 2003 are not applicable since no fraud on or by the Company has been noticed or reported during the year.

For Gokhale, Tanksale & Ghatpande, Firm Registration No. 103277W Chartered Accountants

S. M. Ghatpande Partner Membership No. 30462

Place: Pune Date: 29th May, 2014


Mar 31, 2012

We have audited the financial statements of D. S. Kulkarni Developers Ltd. which comprise the

a) Balance Sheet as at the 31st March, 2012

b) Statement of Profit and Loss for the year ended on that date

c) Cash Flow Statement for the year ended on that date Management Responsibility for the financial statements The Management of the Company is responsible for -

a) the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in Section 211 (3C) of the Companies Act, 1956. (the "Act") and are free from material misstatement, whether due to fraud or error.

b) the design, maintenance of the internal control relevant to the preparation and presentation of these financial statements.

Auditors' Responsibility

Our Responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Auditing & Assurance Standards 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 of material misstatement

An audit includes

a) performing procedures and examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The procedures selected depend on auditor's judgement, 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

b) evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the financial statements, read with the notes thereon, 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 the 31st March, 2012; and

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

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

Report on other legal and regulatory requirements

a) As required by the Companies (Auditor's Report) Order, 2003 and the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227(4A) of the Act, we enclose, on the basis of our opinion, our examination of the relevant records and according to the information and explanation given to us, in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

b) As required by Section 227(3) of the Act, we report that

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

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

iii. The Balance Sheet, the Statement of Profit and Loss and also the Cash Flow Statement of the Company dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, the Statement of Profit and Loss and also the Cash Flow Statement of the Company dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act;

v. On the basis of the written representation received from the directors as at 31st March, 2012, and taken on record by the Board of Directors, we do hereby certify that none of the directors of the Company i.e. D. S. Kulkarnl Developers Ltd. as on 31st March, 2012 is disqualified u/s 274(1) (g) of the Act on the said date for being appointed as a director in the aforesaid company;

vi. We cannot, as required by S.227(3)(g) of the Act, state whether the cess payable u/s 441A of the Act, has been paid and, if not, the details of the amount of cess not so paid because the Central Government has not, till the date of this report, notified u/s 441 A(1) of the Act the amount of cess payable u/s 441 A(2) and has not specified u/s 441 A(4) of the Act the manner in which the said cess is to be paid

Annexure Referred to in Paragraph a) under the heading "Report on other legal and regulatory requirements" of Our Report of Even Date

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

(b) The management has not physically verified all the fixed assets during the year but there is a regular programme of verification which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year under review, the Company has not disposed of a substantial part of its fixed assets.

(ii) (a) The management has conducted physical verification of inventories at reasonable intervals during the year.

(b) The procedures of such physical verification are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The contents of Paragraph 4(iii)(a),(b),(c) and (d) of CARO, 2003 are not applicable since the Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act.

(b) The contents of Paragraph 4(iii)(a),(b),(c) and (d) of CARO, 2003 are not applicable since the Company has not taken loans, secured or unsecured, from companies, firms or other parties covered in the register maintained u/s 301 of the Act.

(iv) There are adequate internal control systems 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 any major weakness or continuing failure to correct a major weakness in the internal control systems in respect of these areas.

(v) (a) The particulars of the contracts or arrangements which were entered into during the year under review with the parties referred to in S.301 of the Act and which need to be entered into the register maintained u/s 301, of the Act have been recorded therein;

(b) The transactions made in pursuance of the contracts or arrangements referred to under sub clause (a) above, which exceed Rs. 5,00,000/- in each case have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and the Reserve Bank of India Directives in the matter of acceptance of deposits from the public. No Order has been passed by the Company Law Board in this regard.

(vii) The Company has an internal audit system, which is commensurate with its size and the nature of its business.

(viii) The Company has maintained cost records as required by the Companies (Cost Accounting Records) Rules, 2011 made by the Central Government u/s 209(1 )(d) of the Act.

(ix) (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees1 State Insurance JDS, Income-tax (except advance tax), Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it. There are no arrears of outstanding undisputed statutory dues (except advance tax of approximately Rs. 3.18 crores) as at the last day of the financial year for a period of more than six months from the date those became payable.

(b) There are no disputed amounts outstanding in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it as at the last day of the Financial year. The disputed amounts in respect of income tax are as follows:

Rs. Lacs

Sr. Fourm where dispute is pending Asst. Yr. 31-Mar-12 31-Mar-11 No.

1. Income Tax Appellate Tribunal 2004-05 22.25 22.25

2. Income Tax Appellate Tribunal 2005-06 - 10.00

3. Commissioner of Income Tax (Appeals) 2006-07 - 7.14

4. Commissioner of Income Tax (Appeals) 2007-08 159.94 197.80

5. Commissioner of Income Tax (Appeals) 2008-09 111.00 209.44

6. Commissioner of Income Tax (Appeals) 2009-10 131.94 -

Total 425.13 446.63

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

(xi) The Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

(xii) The contents of Paragraph 4(xii) of CARO, 2003 are not applicable since the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The contents of Paragraph 4(xiii) of CARO, 2003 are not applicable since the Company is not a chit fund or a nidhi or a mutual benefit fund/society.

(xiv) The contents of Paragraph 4(xiv) of CARO, 2003 are not applicable since the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) The Company has given a guarantee of Rs. 100 crores in respect of a loan taken by its subsidiary others from a bank.

(xvi) The Company has applied the term loans obtained during the year under review were applied for the purposes for which they were obtained.

(xvii) The Company has not used the funds raised on short-term basis for the purposes of long-term investment.

(xviii) The contents of Paragraph 4(xviii) of CARO, 2003 are not applicable since the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of the Act.

(xix) The contents of Paragraph 4(xix) of CARO, 2003 are not applicable since the Company has not issued debentures.

(xx) The contents of Paragraph 4(xx) of CARO, 2003 are not applicable since the Company has not raised any money by public issue during the year.

(xxi) The contents of Paragraph 4(xxi) of CARO, 2003 are not applicable since no fraud on or by the Company has been noticed or reported during the year.

For Gokhale, Tanksale & Ghatpande,

Firm Registration No.: 103277W

Chartered Accountants

S. M. Ghatpande

Partner

Membership No. 30462

Place: Pune

Date : 23rd May 2012


Mar 31, 2011

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

2 We conducted our audit in accordance with the auditing standards generally accepted in India. These 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 the 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, and the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose, on the basis of our opinion, our examination of the relevant records and according to the information and explanations given to us, in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

(i) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

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

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

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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;

(v) On the basis of the written representation received from the directors as at 31st March, 2011, and taken on record by the Board of Directors, we do hereby certify that none of the directors of the Company as on 31st March 2011is disqualified under Section 274(1) (g) of the Companies Act, 1956 on the said date for being appointed as a director in the aforesaid Company;

(vi) We cannot, as required by S.227(3)(g) of the Companies Act, 1956, state whether the cess payable u/s 441A of the Companies Act, 1956, has been paid and, if not, the details of the amount of cess not so paid because the Central Government has not, till the date of this report, notified u/s 441A(1) the amount of cess payable u/s 441A(2) and has not specified u/s 441A(4) the manner in which the said cess is to be paid.

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at the 31st March 2011;

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

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

Annexure Referred to in Paragraph 3 of Our Report of Even Date on the Accounts of D.S. Kulkarni Developers Limited For the Year Ended 31st March 2011.

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The contents of Paragraph 4(i)(c) of CARO, 2003 are not applicable since the company has not disposed of a substantial part of its fixed assets.

(ii) (a) Physical verification of inventory has been conducted by the management at reasonable intervals during the year.

(b) 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 is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The company has not taken loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(iv) There are 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 real estate, goods and services. We have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) The transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301, of the Companies Act, 1956 have been recorded in the register;

(b) The transactions referred to under sub clause (a) above, which exceed Rs. 5,00,000/- in each case have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has complied with the provisions of Section 58A, Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975 and the Reserve Bank of India Directives in the matter of acceptance of deposits from the public. No order has been passed by the Company Law Board in this regard.

(vii) The company has an internal audit system, which, in our opinion, is commensurate with its size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

(ix) (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales-tax, Wealth Tax, Service tax, Customs Duty, Excise Duty, cess and other statutory dues with the appropriate authorities.

(b) There are no disputed amounts outstanding in respect of Sales Tax / Wealth tax / Service tax / Customs Duty / Excise Duty / Cess as at the last day of the Financial year. The disputed amounts in respect of Income tax are as follows

Sr. Amount in Assessment

Forum where dispute is pending Rs. Lacs Year

1 22.25 Income Tax Appellate Tribunal 2004-05

2 10.00 Income Tax Appellate Tribunal 2005-06

3 7.14 Commissioner of Income Tax (Appeals) 2006-07

4 197.80 Commissioner of Income Tax (Appeals) 2007-08

5 209.44 Commissioner of Income Tax (Appeals) 2008-09

446.63

(x) The company has no accumulated losses at the end of the financial period and has not incurred any cash losses during the period and in the preceding year.

(xi) The company has not defaulted in repayment of dues to any financial institution or bank. The company has no debenture holders.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore the question of maintenance of documents and records in respect thereof does not arise.

(xiii) The company is not a chit fund, nidhi, mutual benefit / society.

(xiv) The company is not dealing in shares, debentures and other securities and hence the question of maintenance of proper records of the transactions and contracts does not arise.

(xv) The company has given guarantee of Rs. 108.84 crores for a loan taken by its subsidiary.

(xvi) During the year under review the company has applied the term loans obtained during the period for the purpose for which the said loans were obtained

(xvii) During the year under review the company has not used for long term investment the funds raised on short term basis.

(xviii) During the year under review, the company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The company has no debentures.

(xx) During the year under review the company has not raised any money by public issue.

(xxi) During the year under review no fraud on or by the Company has been noticed or reported.

For Gokhale, Tanksale & Ghatpande

Chartered Accountants

Firm Registration No. 103277W

S. M. Ghatpande

Partner

Membership No. 30462

Place : Pune.

Date : 10th May, 2011

 
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