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Auditor Report of Kolte-Patil Developers Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of KOLTE-PATIL DEVELOPERS 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 the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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.

Auditors' 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 aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order”) issued by the Central Government in terms of Section 143 (11) 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 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of 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.

(f) With respect to 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 - Refer Note 29 of the financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.



ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, the management is in the process of reconciling the results of such physical verification with the fixed assets register. Management believes that the differences if any, arising out of such reconciliation are not expected to be material.

(ii) Inventory comprise of stock of raw material, project under construction / development (work-in-progress) and finished flats. In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, having regard to the nature of inventory, the procedures of physical verification by way of verification of title deeds and site visits 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans:

(a) In the absence of stipulations, the regularity of the receipts of principal amounts and interest has not been commented upon.

(b) The loans granted are repayable on demand and there are no overdue amounts outstanding as at year end.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that land/development rights purchased are of special nature and alternate sources are not available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any new deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

Having regard to the operations of the Company during the year ended 31 March 2015, dues relating to Excise Duty were not applicable to the Company.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax and Cess which have not been deposited as on 31 March 2015 on account of disputes are given below:

Name of Statute Nature of Forum where Dispute is Dues Pending

Income Tax Act, 1961 Income tax Income Tax Appellate Tribunal, Pune

Income Tax Act, 1961 Income tax Income Tax Appellate Tribunal, Pune

Income Tax Act, 1961 Income tax Income Tax Appellate Tribunal, Pune

Income Tax Act, 1961 Income tax Commissioner of Income Tax (Appeals) - II

Income Tax Act, 1961 Income tax Commissioner of Income Tax (Appeals) - II

Income Tax Act, 1961 Income tax Commissioner of Income Tax (Appeals) - II



Name of Statute Period to which the Amount Involved Amount Relates (Rs. lakhs)

Income Tax Act, 1961 Assessment Year 2005-06 3

Income Tax Act, 1961 Assessment Year 2008-09 154

Income Tax Act, 1961 Assessment Year 2009-10 279

Income Tax Act, 1961 Assessment Year 2010-11 146

Income Tax Act, 1961 Assessment Year 2011-12 152

Income Tax Act, 1961 Assessment Year 2012-13 202

Total 936

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

(viii) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the 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.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)

Hemant M. Joshi Partner (Membership No. 38019) Place: Pune Date: 26 May 2015


Mar 31, 2014

We have audited the accompanying financial statements of KOLTE-PATIL DEVELOPERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified underthe Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1 )(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s business / activities / results during the year, clauses (x), (xiii) and (xiv) of paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any fixed assets during the year, (iii) In respect of its inventories:

(a) Inventories comprise projects under construction/development (work-in-progress) and stock of units in completed projects.As explained to us, the inventories were physically verified during the year by the management at reasonable intervals

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating Rs. 3,994 lakhs to 4 parties during the year. At the year-end, the outstanding balances of such loans granted aggregated Rs. 3,994 lakhs (number of parties 4) and the maximum amount involved during the year was Rs. 4,566 lakhs (number of parties 4).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company. The loans granted to 4 wholly owned subsidiary companies aggregating to Rs. 3,994 lacs are non-interest bearing. In our opinion and according to the information and explanations given to us, terms and conditions of such loans given by the Company are prima facie, not prejudicial to the interest of the Company.

(c) The aforesaid loans given by the Company are repayable on demand. As explained to us, repayment of principal amount was as demanded during the year and thus there is no overdue amount.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken loans aggregating Rs. 5,135 lakhs from one party during the year. At the year- end, the outstanding balances of such loans taken aggregated Rs. 5,135 lakhs (from one party) and the maximum amount involved during the year was Rs. 5,135 lakhs (from one party).

(b) The rate of interest 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 amounts and interest in respect of such loans are regular as per stipulations.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A , 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. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(viii) In our opinion, the internal audit functions carried out during the year by an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business

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

(x) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax,Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

Having regard to the operations of the Company during the year ended 31 st March, 2014, dues relating to Excise Duty were not applicable to the Company.

(b) There were 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, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, which have not been deposited as on 31st March, 2014 on account of disputes are given below:

Name of statute Nature of the Amount Period to which dues (Rs. In lakhs) the amount relates (A-Y.)

Income Tax Act, 1961 Income Tax 3 AY 2005-06

Income Tax Act, 1961 Income Tax 1,547 AY 2007-08

Income Tax Act, 1961 Income Tax 69 AY 2008-09

Income Tax Act, 1961 Income Tax 184 AY 2009-10

Income Tax Act, 1961 Income Tax 187 AY 2010-11

Income Tax Act, 1961 Income Tax 152 AY 2011-12

Total 2,1421

Name of statute Forum where dispute is pending

Income Tax Act, 1961 ITAT Pune

Income Tax Act, 1961 ITAT Pune

Income Tax Act, 1961 ITAT Pune

Income Tax Act, 1961 ITAT Pune

Income Tax Act, 1961 CIT (A) - II .

Income Tax Act, 1961 Appeal in process

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions or banks. The Company has not issued any debentures.

(xii) According to the information and explanations given to us and based on documents and records examined by us, the Company has not granted 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 terms and conditions of the 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.

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvi) The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(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 by public issues during the year.

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.



For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm''s Registration No. 117366W7W-100018

Hemant M. Joshi Partner Membership No. 38019

Place: Pune, Date: 20th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Kolte-Patil Developers Limited which comprises the Balance sheet as at 31st March, 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 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 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 misstatements.

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 statement in order to design audit procedure 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 opinion.

Opinion

In our opinion and to the best of our information 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 case of the Balance Sheet, of the state of affairs of company as at 31st March 2013;

b) In case of the Statement of Profit and Loss, of the profit for the year ended 31st March, 2013

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

Report on the 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 statement on the matters specified in paragraph 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, 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 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 the clause (g) of sub-section (1) of the Section 274 of the Companies Act,1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of 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 REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE AND IN TERMS OF THE EXPLANATIONS AND THE INFORMATION GIVEN TO US AND ON THE BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE, WE FURTHER STATE THAT:

1. In our opinion and according to the information and explanation given to us, the nature of Company''s business/ activities during the year is such that the requirements of clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

2. In respect of Fixed Assets

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

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. Even though some of the Fixed Assets have been sold during the year, the going concern ability of the Company has not been affected.

d. None of the Fixed Assets has been revalued during the year.

3. In respect of Inventories

a. As explained to us, an inventory of major items of building materials and stores has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion and on the basis of the information and explanations given to us, 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 has maintained proper records of inventory. Verification of inventory is being conducted in a phased programme by the management designed to cover all inventory, which in our opinion is reasonable having regard to the size and the nature of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

d. The valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

4. a. The Company has taken loan from parties and to subsidiary companies during the year. At the year end the outstanding balance of such loans taken aggregated Rs. 5,821.68 Lakhs and maximum amount involved during the year was Rs. 5,858.00 Lakhs.

The Company has granted advances/loans to parties and to subsidiary companies in the register maintained u/s 301 of The Companies Act, 1956. The Maximum amount involved during the year was Rs. 7,175.20 Lakhs and the year end balance of advances/loans was Rs. 3,954.57 Lakhs.

b. In our opinion, the loans taken by company from wholly owned subsidiary companies are interest free and the other terms and conditions on which loans taken are not prima facie, prejudicial to the interest of the Company. The advances given by the Company to wholly owned subsidiary companies are interest free and the other terms and conditions on which advances given are not prima facie, prejudicial to the interest of the Company.

c. In respect of advances given to wholly owned subsidiary companies, the advances are interest free except in case of Sylvan Acres Realty Private Limited and Kolte - Patil Real Estate Private Limited and repayable on demand

d. The aforesaid loans given to the company are repayable on demand and there is no repayment schedule. Therefore the question of repayment being regular does not arise. In respect of advances given to employees, wholly owned subsidiary and other group companies, these are repayable on demand and therefore the question of overdue amount does not arise.

5 In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of construction material, fixed assets, and with regard to the sale of units. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

6 In our opinion and according to the information and explanations given to us, the transactions that needed to be entered in the Register in pursuance of Section 301 of The Companies Act, 1956 have been entered.

In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of The Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. No order has been passed by 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 its size and the nature of its business.

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

10. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Wealth Tax, Income Tax and Sales Tax were outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable.

11. The Company does not have any accumulated losses at the end of financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year accordingly, paragraph 4 (x) of the Order is not applicable.

12. According to the information and explanation given to us and based on our observations during the audit, the Company has not defaulted in repayment of dues to any financial institution or bank.

13. 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, paragraph 4 (xii) of the Order is not applicable.

14. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others, from Banks or Financial Institutions are not, prima facie, prejudicial to the interest of the Company.

15. According to the information and explanations given to us and representations made by the management, term loans have been applied for the purpose for which they were raised

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

17. According to the information and explanation 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 Companies Act, 1956 and therefore provisions of clause 4 (xviii) of the order are not applicable to the Company.

18. The Company has neither issued any debentures during the year nor any debentures outstanding at the beginning of the year. Accordingly the provisions of Clause (xix) of the Paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

19. We have verified the end use of money raised by way of Public Issue as disclosed in the Note No.22 of Schedule 1.

20. Based upon audit procedure performed for the purpose of reporting true and fair view of financial statements and as per the information and explanations given by management, which have been relied upon by us, we report that no fraud on or by the Company has been noticed or reported during the course of audit.

For S P C M & ASSOCIATES

(Formerly known as Bora Kasat & Co.)

Chartered Accountants

Firm Registration No. 112165W

CA SUHAS P. BORA

Partner

Mem. No. 039765

Place: Pune

Date: April 30, 2013


Mar 31, 2012

We have audited the attached Balance sheet of KOLTE-PATIL DEVELOPERS LIMITED, as at 31st March 2012 and the Statement of Profit & Loss and also the Cash Flow Statement of the Company for the period ended on that date annexed thereto (all together referred as "the financial statements"). 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.

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 amount and disclosure 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Sub-Sec (4A) of Sec. 227 of The Companies Act, 1956 and according to the information and explanation given to us during the course of the audit and on the basis of such checks as we considered appropriate, we have enclosed in the Annexure a Statement on the matters specified in the Paragraphs 4 and 5 of the said order, to the extent applicable to the Company.

Further to our comments in Annexure referred to in paragraph 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 audit;

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

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

iv. In our opinion, the Balance Sheet and 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 Companies Act, 1956.

v. On the basis of written representation received from all the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as Director in terms of clause (g) of sub section (1) of Section 274 of The Companies Act, 1956;

vi. In our opinion, and to the best of our information and according to explanation given to us, the accounts read with notes thereon give the information required by The Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

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

c) In case of the Statement of Profit and Loss, of the Profit of the Company for the period ended on that date; and

d) In the case of Cash Flow Statement, Cash flow of the Company for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE AND IN TERMS OF THE EXPLANATIONS AND THE INFORMATION GIVEN TO US AND ON THE BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE, WE FURTHER STATE THAT:

1. In our opinion and according to the information and explanation given to us, the nature of Company's business/ activities during the year is such that the requirements of clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

2. In respect of Fixed Assets

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

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. Even though some of the Fixed Assets have been sold during the year, the going concern ability of the Company has not been affected.

d. None of the Fixed Assets has been revalued during the year.

3. In respect of Inventories

a. As explained to us, an inventory of major items of building materials and stores has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion and on the basis of the information and explanations given to us, 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 has maintained proper records of inventory. Verification of inventory is being conducted in a phased programme by the management designed to cover all inventory, which in our opinion is reasonable having regard to the size and the nature of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

d. The valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

4. a. The Company has taken loan from one party during the year. At the year end the outstanding balance of such loans taken aggregated Rs 167.46 Lakhs and maximum amount involved during the year was Rs 275.00 Lakhs.

The Company has granted advances/loans to parties and to subsidiary companies in the register maintained u/s 301 of The Companies Act, 1956. The Maximum amount involved during the year was Rs 7,717.04 Lakhs and the yearend balance of advances/loans was Rs 7,019.75 Lakhs.

b. In our opinion, the loans taken by company from wholly owned subsidiary companies are interest free and the other terms and conditions on which loans taken are not prima facie, prejudicial to the interest of the Company. The advances given by the Company to wholly owned subsidiary companies are interest free and the other terms and conditions on which advances given are not prima facie, prejudicial to the interest of the Company.

c. In respect of advances given to wholly owned subsidiary companies, the advances are interest free and repayable on demand. The Company has charged interest in respect of advances given to other group companies covered in register maintained u/s 301.

d. The aforesaid loans given to the company are repayable on demand and there is no repayment schedule. Therefore the question of repayment being regular does not arise. In respect of advances given to employees, wholly owned subsidiary and other group companies, these are repayable on demand and therefore the question of overdue amount does not arise.

5. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of construction material, fixed assets, and with regard to the sale of units. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

6. In our opinion and according to the information and explanations given to us, the transactions that needed to be entered in the Register in pursuance of Section 301 of The Companies Act, 1956 have been entered.

In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of The Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. No order has been passed by 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 its size and the nature of its business.

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

10. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Wealth Tax, Income Tax and Sales Tax were outstanding as on 31st March, 2012 for a period of more than six months from the date they became payable.

11. The Company does not have any accumulated losses at the end of financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year accordingly, paragraph 4 (x) of the Order is not applicable.

12. According to the information and explanation given to us and based on our observations during the audit, the Company has not defaulted in repayment of dues to any financial institution or bank.

13. 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, paragraph 4 (xii) of the Order is not applicable.

14. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others, from Banks or Financial Institutions are not, prima facie, prejudicial to the interest of the Company.

15. According to the information and explanations given to us and representations made by the management, term loans have been applied for the purpose for which they were raised

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

17. According to the information and explanation 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 Companies Act, 1956 and therefore provisions of clause 4 (xviii) of the order are not applicable to the Company.

18. The Company has neither issued any debentures during the year nor any debentures outstanding at the beginning of the year. Accordingly the provisions of Clause (xix) of the Paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

19. We have verified the end use of money raised by way of Public Issue as disclosed in the Note No. 22 of Schedule

1. Pending utilization of the funds raised through public issue has been temporarily invested in Mutual Funds and Bank Deposits.

20. Based upon audit procedure performed for the purpose of reporting true and fair view of financial statements and as per the information and explanations given by management, which have been relied upon by us, we report that no fraud on or by the Company has been noticed or reported during the course of audit.

For S P C M & Associates

(Formerly Known as Bora Kasat & Co.)

Chartered Accountants

Firm Registration No. 112165W

CA Suhas P. Bora

Partner

M. No. 039765

Place: Pune

Date: May 29, 2012


Mar 31, 2011

We have audited the attached Balance sheet of KOLTE-PATIL DEVELOPERS LIMITED, as at 31st March 2011 and the Profit & Loss Account and also the Cash Flow Statement of the Company for the period ended on that date annexed thereto. (all together referred as "the financial statements") 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 test basis, evidence supporting the amount and disclosure 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Sub-Sec (4A) of Sec. 227 of The Companies Act, 1956 and according to the information and explanation given to us during the course of the audit and on the basis of such checks as we considered appropriate, we have enclosed in the Annexure a Statement on the matters specified in the Paragraphs 4 and 5 of the said order, to the extent applicable to the Company.

Further to our comments in Annexure referred to in paragraph 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 audit;

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

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts ;

iv. In our opinion, the Balance Sheet and Profit & 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 Companies Act. 1956.

v. On the basis of written representation received from all the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as Director in terms of clause (g) of sub section (1) of Section 274 of The Companies Act, 1956;

vi. In our opinion, and to the best of our information and according to explanation given to us, the accounts read with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In case of the Balance Sheet, of the state of the Companys affairs as at 31st March 2011;

b) In case of the Profit & Loss A/c, of the Profit of the Company for the period ended on that date ; and

c) In the case of Cash Flow Statement, Cash flow of the Company for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE AND IN TERMS OF THE EXPLANATIONS AND THE INFORMATION GIVEN TO US AND ON THE BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE, WE FURTHER STATE THAT:

1. In our opinion and according to the information & explanation given to us, the nature of Companys business/ activities during the year is such that the requirements of clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

2. In respect of Fixed Assets

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

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. Even though some of the Fixed Assets have been sold during the year, the going concern ability of the Company has not been affected.

d. None of the Fixed Assets has been revalued during the year.

3. In respect of Inventories

a. As explained to us, an inventory of major items of building materials and stores has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion and on the basis of the information and explanations given to us, 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 has maintained proper records of inventory. Verification of inventory is being conducted in a phased programme by the management designed to cover all inventory, which in our opinion is reasonable having regard to the size and the nature of the Company, The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

d. The valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

4. a. According to information and explanation given to us, during the year the Company has not taken unsecured loan from parties covered in the register maintained u/s 301 of The Companies Act, 1956. However carried forward balance in loan account from Ankit Enterprises is Rs. 540.00 lakhs. The Company has granted advances/loans to parties and to subsidiary companies in the register maintained u/s 301 of The Companies Act, 1956. The Maximum amount involved during the year was Rs. 3,112.38 lakhs and the year end balance of advances/loans was Rs. 4,244.03 lakhs.

b. In our opinion, the rate of interest and other terms and conditions on which loan has been taken from each party listed in the register maintained under Section 301 of the Companies Act 1956, are not prima facie prejudicial to the interest of the Company. The advances given by the Company to wholly owned subsidiary companies are interest free and the other terms and conditions on which advances given are not prima facie, prejudicial to the interest of the Company.

c. The Company is regular in repaying the interest in respect of loans taken by the Company. In respect of advances given to wholly owned subsidiary companies the advances are interest free and repayable on demand. The Company has charged interest in respect of advances given to other group companies covered in register maintained u/s 301.

d. In respect of advances given to employees, wholly owned subsidiary and other group companies, these are repayable on demand and therefore the question of overdue amount does not arise.

5 In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of construction material, fixed assets, and with regard to the sale of units. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

6 In our opinion and according to the information and explanations given to us, the transactions that needed to be entered in the Register in pursuance of Section 301 of The Companies Act, 1956 have been entered. In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of The Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. No order has been passed by 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 its size and the nature of its business.

9. The Central Government has not prescribed maintenance of cost records under Section 209(1) (a) of The Companies Act, 1956, for any of the operations of the Company.

10. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Wealth Tax, Income Tax and Sales Tax were outstanding as on 31st March, 2011 for a period of more than six months from the date they became payable.

11. The Company does not have any accumulated losses at the end of financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year accordingly, paragraph 4 (x) of the Order is not applicable.

12. According to the information and explanation given to us and based on our observations during the audit, the Company has not defaulted in repayment of dues to any financial institution or bank.

13. 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, paragraph 4 (xii) of the Order is not applicable.

14. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from Banks or Financial Institutions are not, prima facie, prejudicial to the interest of the Company.

15. According to the information and explanations given to us and representations made by the management, term loans have been applied for the purpose for which they were raised

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

17. According to the information and explanation 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 Companies Act, 1956 and therefore provisions of clause 4 (xviii) of the order are not applicable to the Company.

18. The Company has neither issued any debentures during the year nor any debentures outstanding at the beginning of the year. Accordingly the provisions of Clause (xix) of the Paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

19. We have verified the end use of money raised by way of Public Issue in previous year 2009-2010 as disclosed in the Notes to Accounts.

20. Based upon audit procedure performed for the purpose of reporting true and fair view of financial statements and as per the information and explanations given by management, which have been relied upon by us, we report that no fraud on or by the Company has been noticed or reported during the course of audit.



For S P C M & Associates

(Formerly Known as Bora Kasat & Co.)

Chartered Accountants

Firm Registration No. 112165W

CA Manoj R. Jain

Partner

M. No. 108970

Place: Pune

Date: May 30, 2011


Mar 31, 2010

We have audited the attached Balance sheet of KOLTE-PATIL DEVELOPERS LIMITED as at 31st March, 2010 and the Profit and Loss Account and also the Cash Flow Statement of the Company for the period ended on that date annexed thereto (all together referred) to the Financial Statement. 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.

We conducted our audit in accordance with auditing standard 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. Our audit includes examining on test basis, evidence supporting the amount and disclosure in the Financial Statement. Our 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.

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and according to the information and explanation given to us during the course of the audit and on the basis of such checks as we considered appropriate, we have enclosed in the Annexure a Statement on the matters specified in the Paragraphs 4 and 5 of the said order, to the extent applicable to the Company.

Further to our comments in Annexure referred to in paragraph 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 audit;

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

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

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standard referred to in sub-section (3C) of Section 211 of the Companies Act. 1956.

v. On the basis of written representation received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956 ;

vi. In our opinion and to the best of our information and according to explanation given to us, the accounts read with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In case of the Balance Sheet, of the state of the Company’s affairs as at 31st March, 2010; and

b) In case of the Profit and Loss Account of the profit of the Company for the period ended on that date.

c) In the case of Cash Flow Statement, Cash flow of the Company for the period ended on that date.

ANNEXURE TO THE AUDITOR’S REPORT ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE AND IN TERMS OF THE EXPLANATIONS AND THE INFORMATION GIVEN TO US AND ON THE BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE, WE FURTHER STATE THAT:

1. In our opinion and according to the information and explanation given to us, the nature of Company’s business/activities during the year is such that the requirements of clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

2. In respect of Fixed Assets

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

b. As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. Although some of the fixed assets have been sold / disposed off during the year, in our opinion and according to the information and explanation given to us, the ability of the Company to continue as a going concern is not affected.

d. None of the Fixed Assets have been revalued during the year.

3. In respect of Inventories

a. As explained to us, an inventory of major items of building materials and stores has been physically verified by the Management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion and on the basis of the information and explanations given to us, 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 has maintained proper records of inventory. Verification of inventory is being conducted in a phased program by the Management designed to cover all inventory, which in our opinion is reasonable having regard to the size and the nature of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

d. The valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

4. a. According to information and explanation given to us, the Company has taken unsecured loan from parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 54,000 thousands and the yearend balance of loan taken from such parties is Rs. 54,000 thousands.

The Company has granted advances/loans to parties and to Subsidiary Companies in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,829,702 thousand and the year end balance of advances/loans is Rs. 1,411,927 thousands.

b. In our opinion, the rate of interest and other terms and conditions on which loan has been taken from each party listed in the register maintain under Section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company. The advances given by the Company to Wholly Owned Subsidiary Companies and other group Companies are interest free and the other terms and conditions on which advance has been given are not prima facie, prejudicial to the interest of the Company.

c. The Company is regular in repaying the payment of interest in respect of loan taken by the Company. In respect of advances given to Wholly Owned Subsidiary and other group Companies; the advances are interest free and repayable on demand.

d. In respect of advances given to employees, Wholly Owned Subsidiary and other group Companies, these are repayable on demand and therefore the question of overdue amount does not arise.

5 In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurating with the size of the Company and nature of its business with regard to purchase of construction material, fixed assets and with regard to the sale of units. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

6 In our opinion and according to the information and explanations given to us, the transactions that needed to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been entered. In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and Section 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public and no order has been passed by 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 its size and the nature of its business.

9 The Central Government has not prescribed maintenance of cost records under Section 209(1) (a) of The Companies Act, 1956 for any of the operations of the Company.

10. The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Wealth Tax, Income Tax and Sales Tax were outstanding as on 31st March, 2010 for a period more than six months from the date they became payable.

11. The Company does not have any accumulated losses at the end of financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year accordingly, paragraph 4 (x) of the Order is not applicable.

12. According to the information and explanation given to us and based on our observations during the audit, the Company has not defaulted in repayment of dues to any financial institution or bank.

13. 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, paragraph 4 (xii) of the Order is not applicable.

14. According to the information and explanations given to us and the representations made by the management, the Company has given guarantee for loan taken by other group companies, from bank. However, as one of the businesses of the Company is to promote the companies and also considering the long term involvement with those companies, the guarantee has not been considered prima facie, prejudicial to the interest of the Company.

15. According to the information and explanations given to us and representations made by the management, term loans have been applied for the purpose for which they were raised.

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

17. According to the information and explanation 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 Companies Act, 1956 and therefore provisions of clause 4 (xviii) of the order are not applicable to the Company.

18. The Company has neither issued any debentures during the year nor any debentures outstanding at the beginning of the year. Accordingly the provisions of Clause (xix) of the Paragraph 4 of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

19. We have verified the end use of money raised by way of Public Issue as disclosed in the note no.25 of Notes to Accounts.

20. Based upon audit procedure performed for the purpose of reporting true and fair view of financial statements and as per the information and explanations given by Management, which have been relied upon by us, we report that no fraud on or by the Company has been noticed or reported during the course of audit.

For S P C M and Associates (Formerly Known as Bora Kasat and Co.)

Chartered Accountants

Firm Registration No. 112165W

CA Suhas P. Bora

Partner

M. No. 039765

Place : Pune

Date : May 28, 2010

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