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Auditor Report of Gyan Developers & Builders Ltd.

Mar 31, 2015

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Gyan Developers and Builders Limited ('the company'), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 of the financial statements that give 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 control systems 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government in terms of sub-section (11) of section 143 of the Act (hereinafter referred to 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 belief were necessary for the purposes of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

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

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

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

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

2) the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

3) there were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1. In respect of its Fixed assets:

(a) the Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets;

(b) in our opinion, all the Fixed Assets have been physically verified by the Management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between the book records and Physical Verification were noticed;

(c) the Company has not disposed off any substantial / major part of its Fixed Assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

(a) The inventory comprising of lands have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventories. In our opinion, there was no material discrepancy noticed on physical verification of inventories as compared to the books of accounts.

3. The company has neither granted nor taken any loans, secured or unsecured, to and from companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures as regards purchase of inventory and fixed assets and for the sale of goods and services, commensurate with the size and nature of business carried out by the company. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal control system.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the prescribed statutory register have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the prescribed statutory register maintained under Section 189 of the Act and exceeding the value of Rs. 500,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public.

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

8. The maintenance of cost records has not been prescribed by the Central Government.

9. In respect of statutory dues:

(a) According to the information and explanations given to us and the records examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Income-tax, service-tax, customs duty, excise duty, VAT and cess wherever applicable.

(b) According to the records of the Company, there are no dues outstanding in respect of income-tax, service-tax, customs duty, excise duty, VAT and cess (as applicable) on account of any dispute.

10. There are no accumulated losses of the company as on March 31, 2015. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The company has not defaulted in repayment of dues to banks and payments have been made as per the repayment schedule sanctioned by the banks. The company has no borrowings from financial institutions or by way of debentures as on March 31, 2015.

12. Based on our examination of the records and the information & explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit fund company or a nidhi/mutual benefit fund/society.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

16. The Company has not raised any new term loan during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

17. During the year under purview the Company has not raised any short term funds for long term investment or vice versa.

18. The company has not made any preferential allotment of shares during the year.

19. The company has not issued any debentures.

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

21. As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For G.C. DAGA & CO.,

Chartered Accountants

FRN : 000668S

S/d

CA MONISH GUPTA D.

Place : Chennai Partner

Date : 23-05-2015 Memb No.230115


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

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

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the order) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure

a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) The Balance Sheet, the statement of Profit and Loss, and the Cash Flow Statement 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 March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1. In respect of its Fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets on the basis of available information.

(b) As explained to us, all the Fixed Assets have been physically verified by the Management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such Physical Verification.

(c) In our opinion, the Company has not disposed off a substantial part of its Fixed Assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

(a) The inventory comprising of lands have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

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

3. The company has neither granted nor taken any loans, secured or unsecured, to and from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (iii) (b) to (d) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures as regards purchase of inventory and fixed assets and for the sale of goods and services, commensurate with the size and nature of business carried out by the company. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal control system.

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

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Act and exceeding the value of Rs. 500,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public. Accordingly paragraph 4 (vi) of the Order is not applicable to the Company.

7. The Company has no formal Internal Audit Department as such. However in our view, there are adequate internal control procedures, commensurate with the size and nature of business carried out by the company to ensure reasonable internal checking & control of its Financial and other records.

8. The Company is not required to maintain cost records as prescribed by the Central Government u/ s 209 (1) (d) of the Companies Act, 1956. Accordingly paragraph 4 (viii) of the Order is not applicable to the Company.

9. In respect of Statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company has been regular in depositing undisputed statutory dues, including Income-tax, as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, service-tax, customs duty, excise duty and cess (as applicable) which have not been deposited on account of any dispute.

10. The company has no accumulated losses as at end of the financial year. The Company has not incurred any cash losses in the financial year ending on that date or in the immediately preceding financial year.

11. In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to a Financial Institutions or bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of Clause (xiii) of paragraph 4 of the order are not applicable to the company.

14. In our opinion and according to information and explanation given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly paragraph 4 (xiv) of the Order is not applicable.

15. In our opinion and as per the information given to us, the company has not given any guarantee for loans taken by others from bank or financial institution. Accordingly paragraph 4 (xv) of the Order is not applicable.

16. The Company has not raised any new term loan during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

17. In our opinion and according to information and explanation given to us, the Company has not raised any short term funds for long term investment. Accordingly paragraph 4 (xvii) of the Order is not applicable.

18. The company has not made any preferential allotment of shares during the year. Accordingly paragraph 4 (xviii) of the Order is not applicable.

19. The company has not issued any debentures during the year. Accordingly paragraph 4 (xix) of the Order is not applicable.

20. The company has not raised any money by way of public issue during the year. Accordingly paragraph 4 (xx) of the Order is not applicable.

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

For G.C. DAGA & CO., Chartered Accountants FRN : 000668S

S/d CA MONISH GUPTA D Place : Chennai Partner Date : 29-04-2014 Memb No.230115


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. GYAN DEVELOPERS & BUILDERS LIMITED as at 31.03.2010 ,The Profit and Loss Account and The Cash Flow Statement for the year ended on that date, annexed thereto. These financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. 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 (as amended by the Amendment Order 2004) issued by the Central government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement of the matter specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e. On the basis of written representations received from the directors as on March 31,2010 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31.03.2010 from being appointed as a director of the company in terms of clause (g) of subsection (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 Significant Accounting Policies and Notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

I. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2010.

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

III. 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

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

(b) The fixed Assets are physically verified by the Management at reasonable intervals. As informed to us, no material discrepancies were noticed.

(c) The Company did not dispose off a substantial part of Fixed Assets during the year.

(ii) (a) The inventory comprising of property development projects & land has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

{c) On the basis of our examination of the inventory records, the company has maintained proper records of inventory. No discrepancy was noticed on physical verification.

(iii) The company has neither granted or taken any loans, secured or unsecured, to and from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (iii) (b) to (d) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures as regards purchase of inventory and fixed assets, commensurate with the size and nature of business carried out by the company. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act,1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public during the year and consequenfly, the directive issued by the Reserve Bank of India and the provisions of Section 58A and 58 AA of the Companies Act, 1956, and the rules framed there under are not applicable. Accordingly paragraph 4 (vi) of the Order is not applicable.

(vii) The Company has no formal internal Audit Department as such. However its control procedures ensure reasonable internal checking of its Financial and other records.

(viii) As per the information and explanations given to us, the Company is not required to maintain cost records as prescribed by the Central Government u/s 209 (1) (d) of the Companies Act, 1956. Accordingly paragraph 4 (viii) of the Order is not applicable.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the company has been regular in depositing undisputed statutory dues , including Income-tax, FBT, Sales-tax, as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sale-tax, and FBT service-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

(x) The company has no accumulated losses as at March 31, 2010. The Company has not incurred any cash losses in the financial year ending on that date or in the immediately preceding financial year. Accordingly paragraph 4 (x) of the Order is not applicable.

(xi) In our opinion and according to the information & explanations given to us, the company has not borrowed funds for in repayment of dues to a Financial Institutions or bank or debenture holders as at the balance sheet date. Accordingly paragraph 4 (xi) of the Order is not applicable.

(xii) The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly paragraph 4 (xii) of the Order is not applicable.

(xiii) The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of Clause 4(xiii) of the said order are not applicable to the company. Accordingly paragraph 4 (xiii) of the Order is not applicable.

(xiv) In our opinion and according to information and explanation given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly paragraph 4 (xiv) of the Order is not applicable.

(xv) In our opinion and as per the information given to us, the company has not given any guarantee for loans taken by others from bank or financial institution. Accordingly paragraph 4 (xv) of the Order is not applicable.

(xvi) According to information and explanation given to us, the Company has not taken any term loans. Accordingly paragraph 4 (xvi) of the Order is not applicable.

(xvii) In our opinion, the company has not raised any short term funds for long term investment. Accordingly paragraph 4 (xvii) of the Order is not applicable.

(xviii)The company has not made preferential allotment of shares during the year. Accordingly paragraph 4 (xviii) of the Order is not applicable.

(xix) The company has not issued any debentures during the year. Accordingly paragraph 4 (xix) of the Order is not applicable.

(xx) The company has not raised any money by way of public issue during the year. Accordingly paragraph 4 (xx) of the Order is not applicable.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year under report nor have we been informed of such case by the management.

For G.C. DAGA & CO.,

Chartered Accountants

FRN : 000668S

S/d

CA GOUTHAM CHAND N.

Place: Chennai Partner

Date : 29-07-2010 Memb No. 02758120

 
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