Auditor Report of International Housing Finance Corporation Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of International Housing Finance Corporation Limited ('the Company') which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rule, 2014. 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 have taken into account the provision of the Act, the Auditing and auditing standards and matters which are required to be included in the audit report under the provision of the Act and Rules made there under.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified u/s 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 and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

I. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2015;

II. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

III. in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,2015 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(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 section 133 of the Act read with Rule 7 of the Companies (Accounts) Rule 2014;

e. on the basis of written representations received from the directors as on 31 March 2015, and 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 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 (if any) on its financial position in its 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 were no amount which are required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of International Housing Finance Corporation Limited ('the Company') for the year ended 31 March 2014. We report that:

1. (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 in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

2. The Company is a service company. Accordingly, it does not hold any physical inventories. Thus, paragraph 2 of the Order is not applicable.

3. (a) The Company has granted unsecured loans to a company covered in the register maintain under section 189 of the Companies Act, 2013. In respect of loans granted, repayment of the principal amount and payment of interest is as stipulated in the agreement.

(b) There is no overdue amount of loans granted to company 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 is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits from the public.

6. We have been informed by the management, no cost audit records has been prescribed under section 148(1) of the Companies Act, 2013 in respect of products of the Company.

7. (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, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance, Customs duty and Excise duty. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of Wealth tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax, Sales tax, and Service tax, have not been deposited by the Company on account of disputes:

Sr. No. Nature of Undisputed Amount (in Rs.) Remarks Statutory Due

1. Income Tax 14,84,918/- ITAT

2. Income Tax 16,52,244/- ITAT

3. Income Tax 2,10,565/- ITAT

8. The Company has accumulated losses of Rs. 80,97,369/- till the immediately preceding Financial Year and earned a loss of Rs 5,71,729/- during the Financial Year under this Report

9. The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

10. According to the information and explanations given to us, the Company has not given any guarantee

11. The Company did not have any term loans outstanding during the year.

12. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

FOR NAIGAM H SHAH & CO. Chartered Accountants Firm's registration number: 125365W

Naigam H Shah Proprietor Membership number: 117236 Ahmedabad 25 May 2015

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Mar 31, 2014

We have audited the accompanying financial statements of International Housing Finance Corporation Limited (''the Company'') which comprise the balance sheet as at 31 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 :

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

Auditor''s Responsibility :

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. in making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reason- ableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion :

in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india:(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of india in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

The Annexure referred to in our report to the members of International Housing Finance Corporation Limited (''the Company'') for the year ended 31 March 2014. We report that:

(i) (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 in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) The Company is a service company, primarily rendering information technology services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

(iii) (a) According to the information and explanations given to us, there are no companies, firms or other parties of the nature required to be covered in the register maintained under /section 301 of the Companies Act, 1956, except loan of Rs. 106119894/- to the parties listed in the Register maintain under section 301 of the act.

(b) In our opinion, the rate of interest and other terms and conditions on which the loans havebeen granted to the bodies corporate listed in the register maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(c) In the case of the loans granted to the bodies corporate listed in the register maintained under section 301 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrange- ment do not stipulate any repayment schedule and the loansare repayable on demand. Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 301 of the Act.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

(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 purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (v)(a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the services rendered by the Company.

(ix) (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, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees'' State Insurance, Customs duty and Excise duty.According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income- tax, Sales-tax, Wealth tax, Service tax and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of Wealth tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax, Sales tax, and Service tax, have not been deposited by the Company on account of disputes:

Sr. Nature of Undusputed Amount (Rs) Remarks No. Statutory Dues

1. Income Tax 14,84,918/- ITAT

2. Income Tax 16,52,244/- ITAT

3. Income Tax 2,10,565/- ITAT

(x) The Company has accumulated losses of Rs 42,16,348/- till the immediately preceding Financial Year and earned a loss of Rs 38,81,021/- during the Financial Year under this Report

(xi) The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

(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.

(xiii) In our opinion and according to the information and explanations given to us, the Company isnot a chit fund/ nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) The Company has not raised any funds on short-term basis.

For Naigam H Shah & Co Chartered Accountants Firm Registration Number : 125365W Date : 29 May 2014 Proprietor Place : Ahmedabad Membership No.: 117236

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Mar 31, 2013

Report on the Financial Statements :

We have audited the accompanying financial statements of International Housing Finance Corporation Limited (‘the Company'') which comprise the balance sheet as at 31st March, 2013, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements :

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial state- ments 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 disclosuresin the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reason- ableness 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, 2013;

(ii) in the case of the statement of profit and loss, of the loss for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order”), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of International Housing Finance Corporation Limited (‘the Company'') for the year ended 31st March, 2013. We report that:

(i) (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 in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) Fixed assets disposed of during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) The Company is a service company, primarily rendering information technology services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

(iii) (a) According to the information and explanations given to us, there are no companies, firms or other parties of the nature required to be covered in the register maintained under /section 301 of the Companies Act, 1956, except loan of Rs. 10,53,23,838/- to the parties listed in the Register maintain under section 301 of the act.

(b) In our opinion, the rate of interest and other terms and conditions on which the loans havebeen granted to the bodies corporate listed in the register maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(c) In the case of the loans granted to the bodies corporate listed in the register maintained under section 301 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loansare repayable on demand. Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 301 of the Act.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

(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 purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (v)(a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the services rendered by the Company.

(ix) (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, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees'' State Insurance, Customs duty and Excise duty.According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material statutory dues were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no material dues of Wealth tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax, Sales tax, and Service tax, have not been deposited by the Company on account of disputes:

(x) The Company has accumulated losses of Rs 39,70,312/- till the immediately preceding Financial Year and earned a loss of Rs 2,46,036/- during the Financial Year under this Report

(xi) The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

(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.

(xiii) In our opinion and according to the information and explanations given to us, the Company isnot a chit fund/ nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) The Company has not raised any funds on short-term basis.

For Naigam H Shah & Co

Chartered Accountants

Firm Registration Number : 125365W

Nigam H. Shah

Date : 30th May, 2013 Proprietor

Place : Ahmedabad Membership No.: 117236

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Mar 31, 2012

We have audited the attached balance sheet of International Housing Finance Corporation Ltd ('the company') as at 31 March, 2012, and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of he company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 amount s and disclosures in the financial statements. An audit also includes assessing the account 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.

As required by the Companies (Auditors' Report) Order, 2003 and the Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956. We enclose in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(a) We have obtained all information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of the 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 these books; however subsequently company is not a housing finance co. and the object is changed to be a real estate developer co.

(c) The balance sheet, profit and loss account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the balance sheet, profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section211 of the Companies Act, 1956.

(e) On the basis of the written representations received from directors of the company as at 31 March 2012, and taken on record by the Board of Directors, we report that no director is disqualified as on 31s March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2012;

(ii) In the case of the profit and loss account, of the loss for the year ended on that date; and

(iii) Cash Flow Statement of Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

With reference to the Annexure referred to in paragraph 3 of the report of the Auditors' to the Members of International Housing Finance Corporation Ltd on the accounts for the year ended 31 March 2012, we report that:

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

(b) The company has a programme for physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. No material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not effected.

2. (a) The inventory has been physically verified by management during the current year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventory followed by 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 inventory. No material discrepancies were noticed on physical verification of inventory.

3. According to the information and explanations given to us, there are no companies, firms or other parties of the nature required to be covered in the register maintained under /section 301 of the Companies Act, 1956, except loan of Rs. 9,25,98,774/- to the parties listed in the Register maintain under section 301 of the act.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion, and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. In our opinion, and according to the information and explanations given to us, there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 have been entered.

6. Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the company as the company has not accepted any deposit from the public.

7. In our opinion, the company has no internal audit system commensurate with the size and the nature of its business.

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

9. (a) The Provident Fund Act, 1952 is not applicable to the company hence the question of depositing Provident Fund & Employees State Insurance Dues with the appropriate authorities does not arise.

(b) According to the information and explanations given to us, there are no amounts in respect of income tax/ customs duty/wealth tax/cess that have not been deposited with the appropriate authorities on account of any dispute outstanding as on 31-03-2012 for a period of mote than six months from the date they became payable, except

Sr. Nature of Undusputed Amount (Rs) Remarks No. Statutory Dues

1. Income Tax 14,84,918/- ITAT

2. Income Tax 16,52,244/- ITAT

3. Income Tax 2,10,565/- ITAT

10. The Company has accumulated losses of Rs 1,69,47,631/- till the immediately preceding Financial Year and earned a loss of Rs 1,72,64,940/- during the Financial Year under this Report.

11. According to the information and explanation given to us, we report that the company has not taken any term loans.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. The company has invested its surplus in shares on long term basis. Proper records in respect of shares securities and other investments are maintained and timely entries are made therein. All shares securities have been held by the company in it own name.

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

16. According to the information and explanation given to us, we report that the company has not taken any term loans

17. According to the information and explanations given to us, the company has not raised any funds on short term basis which have been used during the year for long term investment and vice versa.

18. According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not have outstanding debentures during the year. Accordingly, no securities have been created.

20. The company has not raised any money by public issues during the year.

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

For Naigam H Shah & Co

Chartered Accountants

Date : 10/08/2012 Naigam H Shah

Place : Ahmedabad Proprietor

Membership No.: 117236

---

Mar 31, 2010

We have audited the attached balance sheet of International Housing Finance Corporation Ltd (the company) as at 31st March, 2010, and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of he companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 amount s and disclosures in the financial statements. An audit also includes assessing the account 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.

As required by the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956. We enclose in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(a) We have obtained all information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of the 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 these books; however subsequently company is not a housing finance co. and the object is changed to be a real estate developer co.

(c) The balance sheet, profit and loss account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the balance sheet, profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section211 of the Companies Act, 1956.

(e) On the basis of the written representations received from directors of the company as at 31st March 2010, and taken on record by the Board of Directors, we report that no director is disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(f) In our opinion, and to best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true an 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 2010;

(ii) In thecae of the profit and loss account, of the profit for the year ended on that date; and

(iii) Cash Flow Statement of Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

With reference to the Annexure referred to in paragraph 3 of the report of the Auditors to the Members of International Housing Finance Corporation Ltd on the accounts for the year ended 31st March 2010, we report that:

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

(b) The company has a programme for physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. No material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not effected.

2. (a) The inventory has been physically verified by management during the current year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventory followed by 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 inventory. No material discrepancies were noticed on physical verification of inventory.

3. According to the information and explanations given to us, there are no companies, firms or other parties of the nature required to be covered in the register maintained under /section 301 of the Companies Act, 1956, except loan of Rs. 9,29,17,775/- to the companies listed in the Register maintain under section 301 of the act.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion, and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. In our opinion, and according to the information and explanations given to us, there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 have been entered.

6. Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the company as the company has not accepted any deposit from the public.

7. In our opinion, the company has no internal audit system commensurate with the size and the nature of its business.

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

9. (a) The Provident Fund Act, 1952 is not applicable to the company hence the question of depositing Provident Fund & Employees State Insurance Dues with the appropriate authorities does not arise.

(b) According to the information and explanations given to us, there are no amounts in respect of income tax/ customs duty/wealth tax/cess that have not been deposited with the appropriate authorities on account of any dispute outstanding as on 31-03-2009 for a period of mote than six months from the date they became payable, except

Sr. Nature of Undusputed Amount (Rs) Remarks No. Statutory Dues

1. Income Tax 14,84,918/- ITAT

2. Income Tax 16,52,244/- ITAT

3. Income Tax 2,10,565/- ITAT

10. The Company has accumulated losses of Rs. 1,43,30,828/- till the immediately preceding Financial Year and earned a loss of Rs. 26,16,803/- during the Financial Year under this Report.

11. According to the information and explanation given to us, we report that the company has not taken any term loans.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. The company has invested its surplus in shares on long term basis. Proper records in respect of shares securities and other investments are maintained and timely entries are made therein. All shares securities have been held by the company in it own name.

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

16. According to the information and explanation given to us, we report that the company has not taken any term loans

17. According to the information and explanations given to us, the company has not raised any funds on short term basis which have been used during the year for long term investment and vice versa.

18. According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not have outstanding debentures during the year. Accordingly, no securities have been created.

20. The company has not raised any money by public issues during the year.

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

For Naigam H Shah &

Co Chartered Accountants

Naigam H Shah

Proprietor

Membership No.117236

Ahmedabad 15th July, 2010

---

Mar 31, 2009

We have audited the attached balance sheet of International Housing Finance Corporation Ltd (the Company) as at 31st March, 2009, and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We 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 account 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.

As required by the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956. We enclose in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(a) We have obtained all information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of the 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 these books; however subsequently company is not a housing finance co. and the object is changed to be a real estate developer co.

(c) The balance sheet, profit and loss account dealt with by. this report are in agreement with the books of account;

(d) In our opinion, the balance sheet, profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of the written representations received from directors of the company as at 31 March 2009, and taken on record by the Board of Directors, we report that no Director is disqualified as on 31 March 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

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

(i) In the ease of the balance sheet, of the state of affairs of the Company as at 31s March 2009;

a. (ii) In the case of the profit and loss account, of the profit for the year ended on that date; and (iii) Cash Flow Statement of Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

With reference to the Annexure referred to in paragraph 3 of the report of the Auditors to the Members of Internationa Housing Finance Corporation Ltd on the accounts for the year ended 31s March 2009, we report that

1. (a) The company has maintained proper records showing full particulars, Including quantitative details anc

situation of fixed assets.

(b) The company has a programme for physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. No material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not effected.

2. (a) The inventory has been physically verified by management during the current year. In our opinion, the

frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventory followed by 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 inventory. No material discrepancies were noticed on physical verification of inventory.

3. According to the information and explanations given to us, there are no companies, firms or other parties of the nature required to be covered in the register maintained under section 301 ?of the Companies Act, 1956f.except loan of Rs. 10,19,19,998/- to the companies listed in the Register maintain under section 301 of the act.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion, and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. In our opinion, and according to the information and explanations given to us, there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 3856 have been entered.

6. Section 58Aof the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975are not applicable to the company as the company has not accepted any deposit from the public.

7. In our opinion, the company has no internal audit system commensurate with the size and the nature:of its business.

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

9. (a) The Provident Fund Act, 1952 is not applicable to the company hence fte question of depositing Provident.

Fund & Employees State Insurance Dues with the appropriate authorities does not arise.

(b) According to the information and explanations given to us, there are amounts in respect of income tax/ customs auty/wealth tax/cess that have not been deposited with theappropriate authorities on»account of any dispute outstanding as on 31-03-2009 for a period of more than stemonths from the datfrthey become payable, except

Sr. Nature of Undusputed Amount (Rs) Remarks No. Statutory Dues

1. Income Tax 14,84,918/- FTAT

2. Income Tax 16,52,244/- nAT

3. Income Tax 40,000/- nAT

4. Income Tax 2,10,565/- ITAT



For Naigam H Shah & Co

Chartered Accountants

Naigam H Shah Proprietor

Membership No. 117236

Place: Ahmedabad Date: 31st August, 2009