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Auditor Report of Indiabulls Real Estate Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. 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 our 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, we consider 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

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

Report on Other legal and Regulatory Requirements

i) 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.

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

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

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

Annexure to the Auditors'' Report of even date to the members of Indiabulls Real Estate Limited, on the financial statements for the year ended March 31, 2014 (Referred to in our report of even date)

Based on the Audit Procedures performed for the purpose of reporting a true and fair view on the financials statements of the company and taking into the consideration the information and explanation given to us and the books of account and other records examined by us in the normal course of audit, we report that:

i) In respect of Fixed Assets of the Company and in our opinion:

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

b. The Company has a regular program of physical verification of its fixed assets by which they are verified annually. In accordance with this program, fixed assets were verified during the year and no discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification is reasonable having regards to the size of the company and nature of fixed assets.

c. The Company has not disposed off substantial part of any fixed assets during the year. Therefore the going concern assumption is not affected.

ii) In respect of Inventories of the Company and in our opinion

a. Inventories have been physically verified by management during the year and the frequency of verification is reasonable.

b. The procedures for 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. The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

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

a. The company has granted unsecured loans to four parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 4,546,430,000 and the closing balance at the end of the year of such loans is Rs. 4,316,430,000.

b. In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, not prejudicial to the interest of the Company.

c. In respect of loans granted, the principal amounts are repayable on demand in accordance with such term and conditions, the payments of interest have been regular in accordance with such terms and conditions.

d. There is no overdue amount in respect of loans granted to such companies, firms or other parties with regard to principal amount and interest where ever stipulated.

e. The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 3,790,880,591 and the year-end balance of such loan amount to Rs. Nil.

f. The rate of interest and other terms conditions of loans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

g. In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods & services. We have not observed any major weakness in the internal control system during the course of the audit.

v) a) In our opinion, the particulars of all contracts or arrangement that are needed to be entered into the register maintained under section 301 have been so entered.

b) In our opinion, the transaction made in pursuance of such contracts and arrangements with parties with whom transactions exceeding value of Rupees Five Lakh have been entered during the financial year are reasonable having regard to prevailing market price at relevant. For price justification reliance is placed on the information and explanation given by the management.

vi) In our opinion, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

viii) In our opinion cost records as prescribed under section 209(1)(d) of the Companies Act,1956, are applicable and the company has duly made and maintained such accounts and records.

ix) In respect of disputed and undisputed Statutory Dues of the Company and according to information and explanations given to us and on the basis of our examination of the records of the Company:

a. Amounts deducted / accrued in the books of accounts in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and any other material Statutory Dues have generally been regularly deposited during the year by the Company with the appropriate authorities, to the extent applicable. There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears, as at March 31, 2014 for a period of more than six months from the date they became payable, wherever applicable.

b. There are Rs. 14,626,094, Rs. 16,188,440 and Rs. 21,305,000 due under Income-Tax Act, 1961, for the Assessment Year 2009-10, 2010-11 and 2011-12 respectively which have not been deposited on account of dispute pending in front of ITAT and Commissioner of Income tax (Appeals).

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

xi) In our opinion, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of paragraph 4 clause (xii) of the Order are not applicable to the Company.

xiii) The Company is not a Chit Fund or a Nidhi/ Mutual Benefit fund/ Society. Accordingly, the provisions of paragraph 4 clause (xiii) of the Order are not applicable to the Company.

xiv) In our opinion the company is not dealing or trading in shares, debentures, securities and other investments. Accordingly, the provisions of paragraph 4 clause (xiv) of the Order are not applicable to the Company.

xv) In our opinion, the terms and conditions on which the Company has given guarantee for loan taken by others from banks or financial institutions are not, primafacie, prejudicial to the interests of the company.

xvi) In our opinion and to the best of our knowledge and belief, proceeds of term loans taken were, prima facie, applied for the purpose which they were obtained.

xvii) In our opinion and on an overall examination of the balance sheet of the Company, funds raised on short-term basis, prima facie, have not been used for the long-term investment by the Company.

xviii) In our opinion, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) In our opinion and the records examined by us, the Company has created securities or charges in respect of debentures issued during the year.

xx) The Company has not raised any monies by way of public issue during the year. Accordingly, the provisions of paragraph 4 clause (xx) of the Order are not applicable.

xxi) In our opinion, no material fraud on or by the Company has been noticed or reported during the period covered in our audit.

For Sharma Goel & Co. LLP Chartered Accountants FRN:000643N

Amar Mittal (Partner) Membership No.017755

Place: Mumbai Date: April 23, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Indiabulls Real Estate Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our 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, we consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Report on Other legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 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, statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

Annexure to the Auditors'' Report of even date to the members of Indiabulls Real Estate Limited, on the financial statements for the year ended March 31, 2013

(Refer to our report of even date)

Based on the Audit Procedures performed for the purpose of reporting a true and fair view on the financials statements of the company and taking into the consideration the information and explanation given to us and the books of account and other records examined by us in the normal course of audit, we report that:

i) In respect of Fixed Assets of the Company and in our opinion:

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

b. The Company has a programme of physical verification of its fixed assets by which they are verified annually. In accordance with this programme, fixed assets were verified during the year and no discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification is reasonable having regards to the size of the company and nature of fixed assets.

c. The Company has not disposed off substantial part of any fixed assets during the year. Therefore the going concern assumption is not affected.

ii) In respect of Inventories of the Company and in our opinion

a. Inventories have been physically verified by management during the year and the frequency of verification is reasonable.

b. The procedures for 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. The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

iii) In respect of loans, secured or unsecured, granted to or taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, in our opinion:

a. The Company has granted unsecured loans to Three parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year aggregated to Rs. 3,141,660,031/- and the balance outstanding at year end is Rs. 363,910,031/-.

b. In our opinion rate of interest, where ever stipulated and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

c. The payments of principal amount and interest where ever stipulated in respect of such loans have been regular.

d. There is no overdue amount with regard to principal amount and interest where ever stipulated.

e. The Company has not taken loan from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory and fixed assets and sale of goods & services. We have not observed any major weakness in the internal control system during the course of the audit.

v) a) In our opinion, the particulars of all contracts or arrangements that are needed to be entered into the register maintained under section 301 have been so entered.

b) In respect of transactions made in pursuance of such contracts and arrangements with parties with whom transactions exceeding value of Rupees Five Lakhs have been entered during the financial year are reasonable having regard to prevailing market price at relevant time . For price justification reliance is placed on the information and explanation given by management.

vi) In our opinion, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

viii) In our opinion cost records as prescribed under section 209(1)(d) of the Companies Act,1956, are applicable and the company has duly made and maintained such accounts and records.

ix) In respect of disputed and undisputed Statutory Dues of the Company and according to information and explanations given to us and on the basis of our examination of the records of the Company

a. Amounts deducted / accrued in the books of accounts in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and any other material Statutory Dues have generally been regularly deposited during the year by the Company with the appropriate authorities, to the extent applicable. There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears, as at March 31, 2013 for a period of more than six months from the date they became payable, wherever applicable.

b. According to the information and explanations given to us and, there is Rs. 14,626,094/- and Rs. 16,188,440/- due under Income Tax Act,1961, for the Assessment Year 2009-10 and 2010-11 respectively. Which have not been deposited on account of dispute pending in front of Commissioner of Income Tax (Appeals).

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

xi) Based on our audit procedures and as per the information and explanations given by the management, there are no dues to financial institutions or banks or debenture holders.

Based on our audit procedures and in our opinion, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

Accordingly, the provisions of paragraph 4 clause (xii) of the Order are not applicable.

xiii) The Company is not a Chit Fund or a Nidhi/ Mutual Benefit fund/ Society. Accordingly, the provisions of paragraph 4 clause (xiii) of the Order are not applicable.

xiv) In our opinion the company is not dealing or trading in shares, debentures, securities and other investments. Accordingly, the provisions of paragraph 4 clause (xiv) of the Order are not applicable.

xv) In our opinion, the terms and conditions of guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

xvi) In our opinion and to the best of our knowledge and belief no term loans were obtained during the year.

xvii) In our opinion and on an overall examination of the balance sheet of the Company, funds raised on short-term basis, prima facie, have not been used for the long-term investment by the Company.

xviii) In our opinion, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) In our opinion and the records examined by us, the Company has created securities/charges in respect of debentures issued during the year.

xx) The Company has not raised any monies by way of public issue during the year. Accordingly, the provisions of paragraph 4 clause (xx) of the Order are not applicable.

xxi) In our opinion, no material fraud on or by the Company has been noticed or reported during the period covered in our audit.

For Sharma Goel & Co.

Chartered Accountants

FRN: 000643N

Amar Mittal

Partner

Membership No. 017755

Place: New Delhi

Date: April 25, 2013


Mar 31, 2012

1. We have audited the accompanying financial statements of Indiabulls Real Estate Limited ("the Company") which comprise the Balance Sheet as at March 31, 2012 and the Statement of Profit and Loss and the Cash Flow Statement 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 the Standards on Auditing generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub- section (4A) of Section 227 of The Companies Act, 1956'of India (the 'Act'), we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

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

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

iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

v) On the basis of written representations received from the directors, as at March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at March 31, 2012 from being appointed as a director in terms of Section 274 (1) (g) of the Act;

vi) In our opinion and according to the information and explanations given to us, they said financial statements read with the notes thereon give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of Balance Sheet, of the state of affairs of the Company as at March 31,2012;

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

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

ANNEXURE TO THE" AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

Based on the Audit Procedures performed for the purpose of reporting a true and fair view on the financial statements of the company and taking into the consideration the information and explanation given to us and the books of accounts and other records examined by us in the normal course of audit, we report that:

i) In respect of Fixed Assets of the Company and in our opinion:

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

b. The Company has a programmer of physical verification of its fixed assets by which they are verified annually. In accordance with this programmer, fixed assets were verified during the year and no discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification is reasonable having regards to the size of the company and nature of fixed assets.

c. The Company has not disposed off substantial part of any fixed assets during the year. Therefore the going concern assumption is not affected.

ii) In respect of Inventories of the Company and in our opinion:

a. Inventories have been physically verified by management during the year and the frequency of verification is reasonable.

b. The procedures for 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. The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

iii) In respect of loans, secured or unsecured, granted to or taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, in our opinion:

a. The Company has granted unsecured loans to seven parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year respectively for each of the parties at any time during the year aggregated to Rs. 17,432,429,369/- and the balance outstanding at year end is Rs. 14,567,423,673/-.

b. In our opinion rate of interest, where ever stipulated and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

c. The payments of principal amount and interest where ever stipulated in respect of such loans have been regular.

d. There is no overdue amount with regard to principal amount and interest where ever stipulated.

e. The Company has taken loan from one party covered in the register maintained under Section 301 of the Companies Act, 1956.The maximum amount outstanding at any time during the year aggregated to Rs. 401,472,880/- and the balance outstanding at year end is Rs. 377,112,880/-.

f. In our opinion rate of interest, where ever stipulated and other terms and conditions of such loans are, prima facie not prejudicial to the interest of the Company.

g. The payments of principal amount and interest where ever stipulated in respect of such loans have been regular.

iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and the sale of goods & services. We have not observed any major weakness in the internal control system during the course of the audit.

v) In our opinion, the Company has not entered into any contracts or arrangements referred to in Section 301 of the Companies Act, 1956, the particulars of which are required to be entered in the register, maintained section 301.

vi) In our opinion, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

viii) The maintenance of cost records prescribed under section 209(1 )(d) of the Companies Act,1956, is not applicable to the company.

ix) In respect of disputed and undisputed Statutory Dues of the Company and according to information and explanations given to us and on the basis of our examination of the records of the Company

a. Amounts deducted / accrued in the books of accounts in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and any other material Statutory Dues have generally been regularly deposited during the year by the Company with the appropriate authorities, to the extent applicable. There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government. According to the information and explanations given to us, no undisputed amounts payable in respect aforesaid dues were in arrears, as at March 31, 2012 for a period of more than six months from the date they became payable, wherever applicable.

b. According to the information and explanations given to us, the demand of Rs. 1,46,26,094 for the Assessment Year 2009-10 has not been deposited on account of dispute on account of disallowances under Section 14A of Income Tax Act, 1961 .The appeal for the same is pending in front of Commissioner of Income Tax Appeals, New Delhi.

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

xi) Based on our audit procedures and in our opinion, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of paragraph 4 clause (xii) of the Order are not applicable.

xiii) The Company is not a Chit Fund or a Nidhi/Mutual Benefit fund/society. Accordingly, the provisions of paragraph 4 clause (xiii) of the Order are not applicable.

xiv) In our opinion the company is not dealing or trading in shares, debentures, securities and other investments. Accordingly, the provisions of paragraph 4 clause (xiv) of the Order are not applicable. The investments in shares of subsidiary and other companies are held by the Company in its own name except to the extent exemption granted under section 49 of the Companies Act, 1956.

xv) In our opinion, the terms and conditions of guarantees given by the Company for loans taken by others from banks and financial institutions, are not prima facie .prejudicial to the interests of the Company.

xvi) In our opinion and to the best of our knowledge and belief, proceeds of term loans taken were, prima facie, applied for the purpose it was obtained and no fresh term loan was obtained during the year.

xvii) In our opinion and on an overall examination of the balance sheet of the Company, no funds have been raised on short-term basis.

xviii) In our opinion, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) In our opinion and the records examined by us, the Company has created securities/charges in respect of debentures issued.

xx) The Company has not raised any monies by way of public issue during the year. Accordingly, the provisions of paragraph 4 clause (xx) of the Order are not applicable.

xxi) In our opinion, no material fraud on or by the Company has been noticed or reported during the period covered by our audit.



For Sharma Goel & Co.

Chartered Accountants

FRN No: 000643 N

Amar Mittal

Partner

Membership No. 017755

Place: Mumbai

Date: April 25, 2012


Mar 31, 2010

1. We have audited the attached Balance Sheet of Indiabulls Real Estate Limited ("the Company") as at March 31, 2010 and the annexed Proft and Loss Account and the Cash Flow Statement for the year ended March 31, 2010. These fnancial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

3. As required by the Companies (Auditorcs Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order,2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act), we enclose in the Annexure, a statement on the matters specifed in paragraph 4 and 5 of the said order.

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

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

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

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

(iv) in our opinion, the Balance Sheet, Proft and Loss Account and Cash Flow Statement, dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(v) on the basis of written representations received from the directors, as at March 31, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on March 31, 2010 from being appointed as a director in terms of Section 274 (1) (g) of the Act;

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

(a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(b) in the case of Proft and Loss Account, of the proft of the Company for the year ended on that date; and

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

Annexure referred to in paragraph 3 of the Auditors Report of even date to the Members of Indiabulls Real Estate Limited on the fnancial statements for the year ended March 31, 2010

1. In our opinion and according to the information and explanations given to us, the nature of the Companys business / activities for the year ended March 31, 2010, is such that paragraphs 4(viii), 4(x), 4(xiii) and 4(xix) of Order are not applicable to the Company.

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

(b) The Company has a regular programme of physical verifcation of its fxed assets by which fxed assets are verifed annually. In accordance with this programme, fxed assets were verifed during the year and no discrepancies were noticed on such verifcation. In our opinion, the frequency of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets.

(c) The Company has not disposed off a substantial part of its fxed assets during the year, so as to affect its going concern status.

3. (a) According to the information and explanations given to us, inventory has been physically verifed by management during the year. In our opinion, the frequency of verifcation is reasonable. However, there was no inventory at the end of the year.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verifcation 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) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on such physical verifcation.

4. In respect of loans, secured or unsecured, granted to or taken from companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, according to the information and explanations given to us:

(a) The Company has granted unsecured loans to four subsidiary companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved in the transactions during the year aggregated to Rs. 1,563,459,872/- and the balance outstanding at year end is Rs. 42,266,422/-.

(b) According to the information and explanation given to us, rate of interest, where ever stipulated and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) The payments of principal amount and interest where ever stipulated in respect of such loans have been regular.

(d) There is no overdue amount as regard to principal amount and interest where ever stipulated.

(e) The Company has taken unsecured loan from a subsidiary company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved in the transactions during the year aggregated to Rs. 137,258,000/- and the balance outstanding at year end is nil.

(f) According to the information and explanation given to us, rate of interest, where ever stipulated and other terms & conditions of such loan are, in our opinion, prima facie not prejudicial to the interest of the Company.

(g) The payments of principal amount and interest where ever stipulated in respect of such loan have been regular.

5. 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 nature of its business with regard to purchase of fxed assets, inventory and sale of goods & services. We have not observed any major weakness in the internal control system during the course of the audit.

6. In our opinion and according to the information and explanations given to us, the Company has not entered into any contracts or arrangements referred to in Section 301 of the Companies Act, 1956, the particulars of which are required to be entered in the register required to be maintained under that section.

7. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

9. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of accounts in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and any other material Statutory Dues have generally been regularly deposited during the year by the Company with the appropriate authorities, to the extent applicable. There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, and other material statutory dues were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and, there are no dues of Income tax, Wealth tax, Sales tax, Service tax, Customs duty and Excise duty which have not been deposited on account of any dispute.

10. Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to fnancial institutions or banks or debenture holders.

11. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares, securities, debentures and other investment and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Companies Act 1956.

13. According to the information and explanations given to us, the terms and conditions of guarantees given by the Company for loans taken by others from banks and fnancial institutions, are not prima facie prejudicial to the interests of the Company.

14. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans were, prima facie, applied for the purposes for which such loans were obtained.

15. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis, prima facie, have not been used for the long-term investment by the Company.

16. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

17. The Company has not raised any monies by way of public issue during the year.

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

For Sharma Goel & Co.

Chartered Accountants

FRN No:-000643N

Amar Mittal

Partner

Membership No. 017755

Mumbai, April 29, 2010




Mar 31, 2009

1. We have audited the attached Balance Sheet of Indiabulls Real Estate Limited ("the Company") as at March 31,2009 and the annexed Profit and Loss Account and the Cash Flow Statement for the year ended March 31,2009. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements base donour audit.

2. We conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation We believe that our audit provides are as on able basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ("the Act"), we enclose in the Annexure, a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

(ii) in our opinion proper books of account as required by law have been kept by the Companys of are appears from our examination of those books;

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

(iv) in ouropinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report comply with theAccounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(v) on the basis of written representation received from the directors, as at March 31,2009 and taken on record by the Board of Directors, we report that none of the auditors is dsqualified Act;

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

(a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31,2009;

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

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

Annexure referred to in paragraph 3 of the Auditors Report of even datetothe Members of Indiabulls Real Estate Limited on the financial statements for the year ended March 31,2009

(i) In our opinion and according to their if informations and explanations given to us, the nature of the Companys business/ activities during the years such that paragraphs 4(ii),4(iv), 4(x>, 4, 4 and 4 of the Order are not applicable to the Company

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified annually. In accordance with this programme, fixed assets were verified during theyearand no discrepancies were noticed on such verification. In our opinion, the frequence of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The Company has not disposed off any fixed assets during the year.

(iii) In respect of loans, secured or unsecured,granted to or taken from companies, firms or other parties covered in the register maintained under section 301 of the Act,according to the information and explanations given to us:

(a) The Company has granted unsecured loans to six companies covered in the register maintained under section 301 of the Act. The maximum amount involved in the transactions during the year aggregated to Rs. 11,617,602,926 from six companies and the balance outstanding at year end is Rs. 10,495,322 from one company.

(b) According to the information and explanations given to us,the rate of interest and other terms and conditions of such loans,are not,pri facie, prejudicial to the interestof the Company

(c) The receipt of principal amounts and interest in respect of such loans has been regular.

(d) There are no overdue amounts in respect of such loans granted to Companies firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

(e) The Company has taken unsecured loans from three companies covered in the register maintained under section 301 of the Companies Act, 1956 The maximum amount involved in the transactions during the year aggregated to Rs. 14,999,800,000 from three companies and the balance outstanding at year end is Rs.137,258,000 from one company.

(f) According to the information and explanations given to us, the rate of interest and otherterms and conditions of such loans, are not, prima facie prejudicial to the interest of the Company

(g) The payment of principal amounts and interest in respect of such loans has been regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and sale of goods We have not observed any majorweakness in such internal control systems during the course of the audit.

(v) In ouropinion and according to the information and explanation referred to in Section 301 of the Companies Act, 1956, the particulars of which are required to be entered in the register required to be maintained underthat section.

(vi) In our opinion and according to the information and explanations given to us,the Company has not accepted any deposits from the public within the meaning of section 58Aand section 58AAor any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from thepublic. Noorderhas been passed bythe Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii)In our opinion, the Company has an in terms audit system commensurate with itssizeand the natureof its business.

(viii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund.EmployeesState Insurance, Income-tax, Wealth tax, Service tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did nothaveany dues onaccount of Investor Education and Protection Fund,Sales-tax,Excise duty and Customs duty. There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues were in arrears, as at March 31,2009 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us,as at March 31,2009,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.

(ix) Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

(x) The Company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

(xi) According to the information and explanations given to us, the terms and conditions of guarantees given by the Company for loans taken by othersfrom banks and financial institutions, are not primafacie prejudicial to the interests of the Company.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, in ouropinion, term loans availed by the Company were prima facie by the Company during the year for the purposes for which the loans wereo btained.

(xiii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have,prima facie,not been used during the year forlong-term investment.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or companies covered in there gister maintained under section 301 of the Companies Act,1956.

(xv) Management has disclosed the issue of Global Depository Receipts during the year covered by our audit report, in exchange for investment in equity shares of a company (refer note Ba) ii) of Schedule 18 and the same has been verified by us.

(xvi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during theyear.

For Ajay Sardana Associates Chartered Accountants

Ajay Sardana

Partner

Membership No. 089011

Mumbai,June 05,2009

 
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