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Auditor Report of Ganesh Housing Corporation Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of GANESH HOUSING CORPORATION LIMITED ("the company"), which comprise the Balance Sheet as at 31st March, 2015, the Profit and Loss Statement and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 standalone financial statements are free from material misstatements.

An Audit involves performing procedures to obtain Audit Evidence about the amounts and Disclosures in the Standalone Financial Statements. The procedures selected depend on the Auditor's judgments, including the assessment of risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to Company's preparation of the standalone 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 standalone financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

b. In our opinion proper books of accounts as required by Law have been kept by the Company so far as it appears from our examinations of those books;

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

d. In our opinion, the aforesaid standalone financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of 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.

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

i. The Company has disclosed the impact of pending litigations as at 31st March, 2015 on its financial position in its standalone financial statements as referred to in Note No. 28 to the financial statements.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2015.

Referred to in paragraph (1) under the heading of "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) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, 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 Company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. The question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, it has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) The Company has granted unsecured business advance to companies covered in the Register maintained under section 189 of the Companies Act, 2013. The company has not granted any loan to other party & firm covered in the Register maintained under section 189 of the Companies Act, 2013.

(a) The business advances granted are Interest free & repayable on demand. Hence, the question of regular repayment of principal amount & interest does not arise.

(b) There is no overdue amount of more than Rs. 1.00 lakh for business advances granted by the company to companies listed in the Register maintained under section 189 of the Companies Act, 2013, as the business advances are repayable on demand.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) Directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that 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.

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

(vii) (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Valued Added Tax and Cess, which have not been deposited on account of any dispute other than the following:

Name of F.Y. Demand Statute Raised Amt. Rs.

Income Tax 2006-2007 127343870/-

Income Tax 2008-2009 44176840/-

Income Tax 2008-2009 10331651/-

Income Tax 2011-2012 20809200/-

Name of Statute Demand From where Paid dispute is Amt. Rs. pending

Income Tax 0/- ITAT, Ahmedabad

Income Tax 40000000/- ITAT, Ahmedabad

Income Tax 1000000/- CIT (Appeal) - 2 Income Tax Authority

Income Tax 1000000/- CIT (Appeal) - 2 Income Tax Authority

(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us the outstanding repayment to a bank and financial institutions at the end of the financial year have been paid by the date of our audit report. The Company has not issued any debentures.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 3(x) of the Companies (Auditor's Report) Order, 2015 is not applicable to the company. The Company has given guarantees to Non Banking Finance Companies for loans taken by subsidiary & group companies. However, in our opinion the guarantees given to Non Banking Finance Companies are not in the scope of this clause.

(xi) In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

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

For, J.M. Parikh & Associates

Chartered Accountants

FRN:118007W

Kaushal Shah

Place: Ahmedabad Partner

Date: 30/05/2015 Membership No.: 127379


Mar 31, 2014

We have audited the accompanying financial statements of GANESH HOUSING CORPORATION LIMITED ("the company"), which comprise the Balance Sheet as at 31st March, 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

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by The Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 judgments, including the assessment of 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 company''s preparation and fair presentation of financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the company''s internal control. An Audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31st March, 2014;

(ii) In the case of the Statements 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 beliefs were necessary for the purpose of our audit;

b. in our opinion proper books of accounts as required by Law have been kept by the Company so far as appears from our examinations of those books;

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

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

e. on the basis of written representations received from the directors as on 31st March, 2014, taken on record by the board of directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF: GANESH HOUSING CORPORATION LIMITED, Referred to in paragraph (1) under the heading of "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) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, 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 fixed assets disposed off during the year, do not constitute substantial part of the fixed assets of the company and such disposal in our opinion, has not affected the going concern status of the company.

(ii) (a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction I projects. Hence, the question of physical I verification of the project does not arise. The # question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verification of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) (a) The company has granted unsecured business advance to 6(Six) companies covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 294759178/- and the year end balance of business advances granted to such companies was Rs. 294359279/-.

The company has not granted any loan to other party & firm covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured business advances, to companies covered in the Register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) The business advances granted are Interest free & repayable on demand. Hence, the question of regular repayment of principal amount & interest does not arise.

(d) There is no overdue amount of business advances granted by the company to companies listed in the Register maintained under Section 301 of the Companies Act, 1956, as the business advances are repayable on demand.

(e) The company had taken interest free unsecured loans from 1(One) Company covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3702060/- and the year end balance of loans taken from such Company was Rs. Nil.

The company had not taken any loan from other party & firm covered in the Register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies & other parties listed in the Register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free and unsecured.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts & arrangements that need to be entered into 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/ arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix)

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable other than the following:

Name of Statute F.Y. Amt. Name of Authority

GVAT 2013-2014 642711 Commissioner of GVAT

Service Tax 2011-2012 28266/- Service Tax Payable Authority

(b) According to the information and explanations given to us, there are no dues of Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited on account of any dispute other than the following:

Name of Statute F.Y. Amt. Rs. From where dispute is pending

Income Tax 2006-2007 127343870/- CIT (Appeal) – Income Tax Authority

Income Tax 2008-2009 44176840/ - CIT (Appeal) – Income Tax Authority

* Against this Rs. 40000000/- paid by the company during the F. Y. 2012-13.

(x) The company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the outstanding repayment to a bank and financial institutions at the end of the financial year have been paid by the date of our audit report. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. In case of Yash Organiser Private Limited & Maheshwari (Thaltej) Complex Private Limited in each case 10 no. of shares are not held in the name of the company. However, the company has completed the necessary formalities U/ s. 187(c) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the company has not given any guarantee for

loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company. The j company has given guarantees to Non Banking m Finance Companies for loans taken by subsidiary & group companies. However, in our opinion the guarantees given to Non Banking Finance Companies are not in the scope of this clause.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii)According to information and explanations given to us, during the year 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. Accordingly Clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by Public Issue during the year. Accordingly, Clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

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

FOR, J.M.PARIKH & ASSOCIATES Chartered Accountant FRN: 118007W

Place: Ahmedabad KAUSHAL SHAH Date: 30/05/2014 Partner Membership No.: 127379


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of GANESH HOUSING CORPORATION LIMITED (the company which comprise the Balance Sheet as at 31st March, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by The Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material 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 judgments, including the assessment of risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to company''s preparation and fair presentation of fnancial statements in order to design audit procedures that are appropriate in the circumstances. An Audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(ii) In the case of the Statements of Proft and Loss, of the Proft for the year ended on that date; and

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

Report on Other Legal and Regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), 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 specifed in paragraphs 4 and 5 of the Order.

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

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

b. in our opinion proper books of accounts as required by Law have been kept by the Company so far as appears from our examinations of those books;

c. the Balance Sheet, Statement of Proft and Loss and Cash Flow Statements dealt with by this report are in agreement with the books of accounts;

d. in our opinion the Balance Sheet, Statement of Proft and Loss and Cash Flow Statements comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31st March, 2013, taken on record by the board of directors, none of the directors is disqualifed as on 31st March, 2013 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

Annexure To The Independent Auditors'' Report

To The Members Of:

Ganesh Housing Corporation Limited,

Referred to in paragraph (1) under the heading of "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 fxed assets.

(b) All the assets have not been physically verifed by the management during the year but there is a regular programme of verifcation which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verifcation.

(c) The fxed assets disposed off during the year, do not constitute substantial part of the fxed assets

of the company and such disposal in our opinion, has not affected the going concern status of the company. (ii)

(a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verifcation of the project does not arise. The question of frequency of verifcation being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verifcation of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verifcation of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verifcation between the physical stocks and book records.

(iii)

(a) The company has granted unsecured business advance to 4(Four) companies covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5258802080/- and the year end balance of business advances granted to such companies was Rs. 44572181/-.

The company has granted unsecured business advance to one other party covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 80658000/- and the year end balance of business advances granted to such other party was Rs. 62571678/-. The company has not granted any loan to any frm covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured business advances, to companies & other party covered in the Register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) The business advances granted are repayable on demand. Hence, the question of regular repayment of principal amount does not arise. The Interest amount, wherever, applicable is being paid regularly.

(d) There is no overdue amount of business advances granted by the company to companies & other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, as the business advances are repayable on demand.

(e) The company had taken interest free unsecured loans from 2(Two) Companies covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 425887403/- and the year end balance of loans taken from such Company was Rs. 594434/-.

The company had not taken any loan from other party & frm covered in the Register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies & other parties listed in the Register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free and unsecured.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) 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 purchases of inventory, fxed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v)

(a) According to the information and explanations given to us, we are of the opinion that the contracts & arrangements that need to be entered into 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/ arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix)

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable other than the following:

Name of Statute F.Y. Amt. Rs. Name of Authority

Stamp Duty 2001-2002 175402/- Superintendent of stamps– Gandhinagar, Gujarat

Service Tax 2011-2012 28266/- Service Tax Payable Authority

(c) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited on account of any dispute other than the following:

Name of Statute F.Y. Amt. Rs. From where dispute is pending

Income Tax 2006-2007 127343870/- CIT (Appeal) Income Tax Authority

Income Tax 2007-2008 9347614/- DCIT Circle Income Tax * 2008-2009 44176840/- CIT (Appeal) Income Tax Authority

* Against this Rs. 40000000/- paid by the company during

the F.Y. 2012-13.

(x) The company has no accumulated losses and has not incurred any cash losses during the current fnancial year and in the immediately preceding fnancial year.

(xi) In our opinion and according to the information and explanations given to us at the end of the year the company has not defaulted in repayment of dues to a bank and fnancial institution. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Beneft Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. In case of Yash Organiser Private Limited & Maheshwari (Thaltej) Complex

Private Limited in each case 10 no. of shares os not held in the name of the company. However, the company has completed the necessary formalities U/s. 187(c) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 4(xv) is Companies (Auditor''s Report) Order, 2003 are not applicable to the company. The company has given guarantees to Non Banking Finance Companies for loans taken by associate companies. However, in our opinion the guarantees given to Non Banking Finance Companies are not in the scope of this clause.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii)According to information and explanations given to us, during the year 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. Accordingly, Clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xx) The Company has not raised any money by Public Issue during the year Accordingly, Clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

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

For, J.M.Parikh & Associates

Chartered Accountants

Kaushal Shah

Partner

Place:- Ahmedabad Membership No.:- 127379

Date :- 30/05/2013 FRN:- 118007W


Mar 31, 2012

1. We have audited the attached Balance Sheet of GANESH HOUSING CORPORATION LIMITED as at 31st March, 2012 and the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4 Further, we report that:-

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

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

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

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

e) On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2012 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and 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 so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

ii. in so far as it relates to the Statement of Profit and Loss, of the profit for the year ended on that date.

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

Annexure To The Auditors' Report

To The Members Of :

Ganesh Housing Corporation Limited,

(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, in our opinion, 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 fixed assets disposed off during the year, do not constitute substantial part of the fixed assets of the company and such disposal in our opinion, has not affected the going concern status of the company.

(ii) (a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. The question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verification of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii)(a) The company has granted unsecured business advance to 6(Six) companies covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 52670.52 lacs and the year end balance of business advances granted to such companies was Rs. 48690.04 lacs.

The company has granted unsecured loan to two other parties covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 814.46 lacs and the year end balance of loan granted to such other parties was Rs. 813.06 lacs. The company has not granted any loan to any firm covered in the registered maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured business advances, to companies covered in the register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

The company has also granted unsecured interest free loan, to other parties covered in the registered maintained under section 301 of the Companies Act, 1956. In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a other parties, listed in the register maintained under section 301 of the Companies Act, 1956 are, prima- facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) The busness advances and interest free loan granted are repayable on demand. Hence, the question of regular repayment of principal amount does not arise. The Interest amount, wherever, applicable is being paid regularly.

(d) There is no overdue amount of business advances and loan granted by the company to companies & other parties listed in the register maintained under Section 301 of the Companies Act, 1956, as the business advances and loans are repayable on demand.

(e) The company had taken interest free unsecured loans from 1(one) Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2128.50 lacs and the year end balance of loans taken from such Company was Rs. 2126.50 lacs.

The company had not taken any loan from other party & firm covered in the register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies & other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free and unsecured.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts & arrangements that need to be entered into 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/arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

Since some of the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. However, the interest has not been charged for loan taken as well as given.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We are broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix)(a) According to the records of the company, undisputed statutory dues including Provident Fund, EmployeesRs. State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable other than the following:

Name of F.Y. Amt.Rs. Name of Authority Statute In Lacs

Stamp Duty 2001-2002 1.75 Superintendent of stamps- Gandhinagar, Gujarat

Stamp Duty 2007-2008 307.88 Superintendent of stamps- Gandhinagar, Gujarat

TDS Payable 2011-2012 41.89 TDS Department -Income Tax Authority

Tax on 2010-2011 119.32 Income Tax Authority Dividend

Service Tax 2011-2012 0.28 Service Tax Authority Payable

However, Tax deducted at source, Tax on dividend & Service Tax have since been paid by the company.

(c) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited on account of any dispute other than the following:

Name of F.Y. Amt.Rs. From where dispute Statute In Lacs is pending

Income Tax 2006-2007 1273.44 CIT (Appeal) - Income Tax Authority

Income Tax 2008-2009 441.76 CIT (Appeal) - Income Tax Authority

(x) The company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us at the end of the year the company has not defaulted in repayment of dues to a bank and financial institution. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. in case of Yash Organisor Private Limited & Maheshwari (Thaltej) Complex Private Limited in each case 10 no. of shares are not held in the name of the company. However, the company has completed the necessary formalities U/s. 187(c) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) According to information and explanations given to us, during the year 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. Accordingly, Clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xx) The Company has not raised any money by Public Issue during the year. Accordingly, Clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

For, J.M.Parikh & Associates

Chartered Accountants

FRN:- 118007W

Place:- Ahmedabad Kaushal Shah

Date :- 14/08/2012 Partner

Membership No.:- 127379


Mar 31, 2010

1. We have audited the attached Balance Sheet of GANESH HOUSING CORPORATION LIMITED as at 31st March, 2010 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4&5of the said order.

4 Further, we reportthat:-

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

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

c) The Balance Sheet the Profit and Loss Account and the Cash Flow statement referred to in this report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31,2010 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and 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 so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010 and

ii. in so far as it relates to the Profit and Loss Account, of the profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF: GANESH HOUSING CORPORATION LIMITED,

(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, in our opinion, 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 fixed assets disposed off during the year, do not constitute substantial part of the fixed assets of the company and such disposal in our opinion, has not affected the going concern status of the company.

(ii) (a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. The question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verification of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) (a) The company has granted interest free business advance, secured or unsecured to 10(Ten) companies covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved

during the year was Rs. 4,94,05,08,052/- and the year end balance of business advances granted to such companies was Rs. 3,62,57,45,123/-.

The company has granted interest free unsecured loan to one other parly covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,00,000/- and the year end balance of loan granted to such other party was Rs. 4,00,000/-. The company has not granted any loan to firm.

(b) The company has granted unsecured interest free business advances, to companies covered in the registered maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does notarise.

The company has also granted unsecured interest free loan, to other party covered in the registered maintained under section 301 of the Companies Act, 1956. In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a other party, listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) The business advances and loan granted are interest free and repayable on demand. Hence, the question of regular repayment of principal amount and interest does not arise.

(d) There is no overdue amount of business advances and loan granted by the company to companies & other party listed in the register maintained under Section 301 of the Companies Act, 1956, as the loans are repayable on demand.

(e) The company had taken unsecured loans from 4(Four) Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5,53,22,942/- and the year end balance of loans taken from such Companies was Rs. 4,27,898/-.

The company had taken unsecured loan from 1 (One) other parly covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,07,66,500/- and the year end balance of loan taken from such other parry was Rs. NIL.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies & other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the Company as the said loans are interest free and unsecured.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts & arrangements that need to be entered into 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/arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Courtorany other Tribunal.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 for any of the products of the company.

(ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(bj According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March, 2010 for a period of more than six months from the date of becoming payable other than the following:

Name of F.Y. Amt. Rs. Name of Authority Stature

Stamp Duty 2001-2002 175402/- Superintendent of stamps-

Gandhinagar, Gujarat

Stamp Duty 2007-2008 Amount not Superintendent of stamps- determined. Gandhinagar, Gujarat However,asper estimate by the company opproximately Rs. 30000000/-

Dividend 2007-2008 24981749/- IncomeTaxAuthority

Distribution Tax

Dividend 2008-2009 9989761/ Income Tax Authority

Distribution Tax

(c) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duly, Excise Duty and Cess, which have not been deposited on account of any dispute other than the following:

Name of F.Y. Amt. Rs. From where dispute is pending

Service Tax 2004-2005 2219026/- Joint/Addl. Commissioner

TO 2006-2007 of Service Tax

(x) The company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us at the end of the year the company has not defaulted in repayment of dues to a bank. The company has not borrowed any money from financial institutions. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditors Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions. Accordingly, Clause 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the no funds raised on short term basis have been used for long term investment.

(xviii) According to information and explanations given to us, during the year 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. Accordingly, Clause 4(xviii) of the Companies (Auditors Report) Order,2003 are not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xx) The Company has not raised any money by Public Issue during the year Accordingly, Clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

FOR, J.M. PARIKH& ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE:-AHMEDABAD

DATE:-14/08/2010.

KAUSHAL SHAH

PARTNER

MEMBERSHIP NO.:-127379.

FRN:-118007W





 
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