Auditor Report of KMF Builders & Developers Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. KMF BUILDERS & DEVELOPERS LTD.,which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss for the year then ended and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility For preparation of Financial Statements:

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

Auditor's Responsibility:

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion:

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

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

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

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, 2015 ("the Order") 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 the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3)oftheAct, we report that:

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

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

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

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

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

(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 on its financial position in its financial statements

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any,on long-term contracts including derivative contracts

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in point-1 of our report to the members of M/s KMF BUILDERS AND DEVELOPERS LTD for the year ended on 31st March, 2015. We report that;

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

b) All the assets have been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) None of the fixed assets of the company have been revalued during the year.

ii. a) According to the information and explanations given to us, the stocks of building materials, spare parts and the materials have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The Procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) a) The company had not taken any loans, secured or unsecured from companies, firms or other companies covered in the register maintained under section 189 of the Companies Act, 2013.

b) The Company has not granted any loans, secured or unsecured to Companies, Firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013. However According to the information and explanations furnishing to us, the Inter Corporate Deposit granted to M/s KMF Ltd and M/s KMF Securities Ltd was interest free loan. Other than this no other loan taken/granted by the company.

iv) 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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 189 of the Companies Act, 2013 have been entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 188 of the Companies Act, 2013 and exceeding the value of Rs.5.00 lacks in respect of any party.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public.

vii) According to the information and explanations given to us, the company has not introduced Internal Audit system for the year.

viii) According to the information and explanations given to us, the central Government has not prescribed the maintenance of cost records by the company under section 148 (1) of the Companies Act, 2013 for the products of the company.

ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax and other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable Nil.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, excise duty and cess, which have not been deposited on account of any dispute.

x) The company does not have accumulated losses as at end of the financial year and has not incurred cash losses in current financial year and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and banks.

xii) We are of the opinion that the company has not granted any loans and advances.

xiii) In our opinion, the company has not given guarantees for loans taken by others from banks or financial institutions.

xiv) According to the information and explanations given to us, the company has not availed term loans from the bank or financial institutions except CAR LOANS.

xv) According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

xvi) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 148 of the Act during the year.

xvii) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

xviii) The company has not raised any money from the by public issues.

xix) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B. Sreenivasa & Co., Chartered Accountants Firm Reg No. 009287S

CA B. Sreenivasa Setty PLACE: Bangalore Proprietor DATED: Membership No. 205645

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. KMF BUILDERS & DEVELOPERS LTD., which comprise the Balance Sheet as at March 31,2014, 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 is responsible for the preparation of these financial statements that give a true and fair view ofthe financial position, financial performance and cash flows ofthe Company in accordance with the Accounting Standards referred to in sub-section (3C) ofsection 211 ofthe Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 reasonableness ofthe 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 ouraudit 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 ofthe Balance Sheet, ofthe state of affairs ofthe Company as at March 31,2014;

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

and

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

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 ofthe 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 sub section (3C) of section 211 of the Companies Act, 1956;

e) on the basis ofwritten 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.

c) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441Aof the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS REPORT

Annexure to the Auditor''s Report of even date to the members of M/s KMF BUILDERS & DEVELOPERS LTD. for the year ended 31stMarch,2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

b) The company has a regular programme of physical verification of its fixed assets on yearly basis. In ouropinion, it is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2 a) According to the information and explanations given to us, the stocks of building materials, spare parts and the materials have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The Procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3 The Company has not taken/granted unsecured loans from Companies listed in the register maintained under section 301 of the Companies Act, 1956. According to the information and explanations furnishing to us, the Inter Corporate Deposit granted to M/s KMF Ltd and M/s KMF Securities Ltd was interest free loan. Other than this no other loan taken/granted by the company.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5 a) 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 underthat section.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lacs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public during the year covered under section 58Aof the Companies Act, 1956 and the rules framed there under.

7 In our opinion and according to the information and explanations given to us, the company has not introduced internal audit system during the year.

8 According to the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records by the company under section 209 (1)(d) of the Companies Act 1956, for the products of the company.

9 a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including income-tax, tax deduction at source, and other material statutory dues with the appropriate authorities.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of income-tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income-tax, sales tax, customs duty, excise duty and cess which have not been depositing on account of any dispute.

10. The company has no accumulated loss as on 31st March, 2014 and it has not incurred any cash loss in the financial year ended on that date or in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not taken any loans from financial institution and banks except car loans from HDFC Bank. Company has not defaulted in repayment of dues to a bank or a financial institution as at the balance sheet date.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and othersecurities otherthan its employees.

13. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Claus 4(xiv) of the companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks orfinancial institutions.

16. In our opinion, the company do not have any term loans except car loans.

17. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short terms basis have been used for long term investment. No long term funds have been used to finance shortterm assets.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 oftheAct.

19. According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

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

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

For B Sreenivasa & Co., Chartered Accountants Firm Reg No. 009287S

CA B Sreenivasa Setty Proprietor Membership No. 205645

PLACE: BANGALORE DATED: 30/05/2014

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. KMF BUILDERS & DEVELOPERS LTD., as on 31st March, 2010 and the Profit and Loss Account and the Cash Flow Statement for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express our opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 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.

4. Further to our comments in the Annexurereferred to in Paragraph above,We report that:

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

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

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account of the Company.

d) In our opinion, the Profit and Loss Account and Balance Sheet comply with the Accounting standard referred to in sub-section (3c) of Section 211 of the Companies Act, 1956. Except as mentioned in Note No. 8 of Schedule No. 18 & 19 in respect of deferred taxes

e) On the basis of written representation received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31sta March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

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

i) In the case of Balance Sheet, of the State of Affairs of the Company as on 31st March, 2010, and

ii) In the case of Profit and Loss Account, of the PROFIT for the year ended on that date.

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



ANNEXURE TO AUDITORS REPORT



(Referred to in paragraph - 3 of our report of even date on the accounts of M/S. KMF BUILDERS & DEVELOPRS LTD. For the year ended 31st March,2010)

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

b) All the assets have been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2 a) According to the information and explanations given to us, the stocks of building materials, spare parts and the materials have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The Procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3 The Company has not taken/granted unsecured loans from Companies listed in the register maintained under section 301 of the Companies Act, 1956. According to the information and explanations furnishing to us, the Inter Corporate Deposit granted was interest free loan. Other than this no other loan taken/ granted by the company.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5 a) 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, there are no transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lacs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public during the year covered under section 58A of the Companies Act, 1956 and the rules framed there under.

7 In our opinion and according to the information and explanations given to us, the company has not introduced internal audit system during the year.

8 According to the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records by the company under section 209 (1)(d) of the Companies Act, for the products of the company.

9 a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including income-tax, tax deduction at source, and other material statutory dues with the appropriate authorities.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of income-tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st march 2010 for a period of more than six months from the date they became payable except TDS ofRs.3093/-

c) According to the information and explanation given to us, there are no dues of income-tax, sales tax, customs duty, excise duty and cess which have not been depositing on account of any dispute.

10. The company has no accumulated loss as on 31st March, 2010 and it has not incurred any cash loss in the financial year ended on that date or in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not taken any loans from financial institution and banks.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities other than its employees.

13. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Claus 4(xiv) of the companies (Auditors Report) Order, 2003 are not applicable to the company.

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

16. In our opinion, the company do not have any term loans.

17. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short terms basis have been used for long term investment. No long term funds have been used to finance short term assets.

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

19. According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

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

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

sd/

CA B Sreenivasa Setty

Proprietor

Membership No. 205645

For and on behalf of

PLACE : BANGALORE M/s B Sreenivasa & Co.,

DATED: 31.07.2010 Chartered Accountants