Auditor Report of Manjeera Constructions Ltd.

Mar 31, 2018

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Manjeera Constructions Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information (hereinafter referred to as standalone Ind AS financial statements).

Management’s Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs, profit (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

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 standalone Ind AS 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 Ind AS 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 March 31, 2018, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Other matters

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 30, 2017 and May 30, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”), issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” 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 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 those books;

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with relevant rules issued thereunder;

e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report; and

g) With respect to the other matters to be included in the Auditors'' 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 standalone Ind AS financial statements - Refer Note 33 to the standalone Ind AS financial statements;

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

iii. There were no amounts which were required to be transferred to Investor Education and Protection Fund by the Company; and

iv. The disclosures in the standalone Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the period from November 8, 2016 to December 30, 2016 have not been made since they do not pertain to the financial year ended March 31, 2018. Hence, reporting under this clause is not applicable.

Annexure A to the Independent Auditors’ Report on the Standalone Ind AS Financial Statements

With reference to Annexure A referred to in the Independent Auditors'' Report of even date to the members of Manjeera Constructions Limited (‘the Company'') on the Standalone Ind AS financial statements for the year ended March 31, 2018, we report that:

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

(b) All fixed assets have not 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. Discrepancies noted on such verification were not material and have been properly dealt with in the books of account.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

ii. The management has conducted physical verification of inventories at reasonable intervals during the year. Discrepancies noted on physical verification of inventories were not material and have been properly dealt with in the books of account.

iii. The Company has granted unsecured loans to its subsidiary company. According to the information and explanations given to us, in respect of such loans:

a. The terms and conditions of the grant of such loans is not prejudicial to the interests of the Company.

b. The schedule of repayment of principal and payment of interest has been stipulated and the repayments and receipts are as stipulated.

c. The loan amount has no over dues.

iv. In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees and securities offered by the Company, provisions of Section 185 and Section 186 of the Companies Act, 2013 are complied with.

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

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales tax, Service tax, Duty of custom, Duty of excise, Value added tax, Goods and Service tax, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us, and according to the records of the Company, there were no dues of Income tax, Sales tax, Service tax, Duty of custom, Duty of excise, Value added tax and Cess, where applicable, which have not been deposited as on March 31, 2018 on account of any dispute.

viii. According to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowings to financial institutions and banks. The Company did not have any dues to Government, nor has it issued any debentures as at the balance sheet date.

ix. According to information and explanations given by the management and on an overall examination of the balance sheet, we report that, monies raised by the Company by way of term loans were applied for the purposes for which those were raised.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud by the officers and employees of the Company has been noticed or reported during the year.

xi. According to the information and explanations given by the management, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the Standalone Ind AS financial statements, as required by the applicable accounting standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore, the provisions of clause 3(xiv) of the order are not applicable to the Company and hence not commented upon.

xv. According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Annexure B referred to in paragraph 2(h) of our Report of even date to the members of Manjeera Constructions Limited on the standalone Ind AS financial statements for the year ended March 31, 2018.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Manjeera Constructions Limited(‘the Company'') as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note'') and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of Management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

According to the information and explanations given to us and based on our audit, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M. Bhaskara Rao & Co.

Chartered Accountants

ICAI Firm Registration Number: 000459S

V K Muralidhar

Date : May 28, 2018 Partner

Place : Hyderabad Membership Number: 201570

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Mar 31, 2016

TO THE MEMBERS OF MANJEERA CONSTRUCTIONS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MANJEERA CONSTRUCTIONS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards prescribed under Section 133 of the Act, as applicable.

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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the Order under section 143 (11) of the Act.

We conducted our audit of the financial statements 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 misstatements.

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. 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, 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 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 financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) 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 as referred to in Note 27 to 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Annexure ''A'' to the Independent Auditors'' Report

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

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MANJEERA CONSTRUCTIONS LIMITED ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Annexure ''B'' to the Independent Auditors'' Report

(Referred to in paragraph 2, under ''Report on Other Legal and Regulatory Requirements'' section of our Report of even date)

In terms of the information and explanations sought by us and given by the Company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

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 on the basis of available information.

b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. The Company is in the process of reconciling the assets verified with its book records and does not expect any material discrepancies.

c) The Company does not have any immovable properties of freehold or leasehold land and building and hence reporting under clause (i)(c) of the CARO 2016 is not applicable.

ii. In respect of its Inventories:

Physical verification of Inventory has been conducted at reasonable intervals by the management. As explained to us, there was no material discrepancies noticed on such physical verification of inventories.

iii. The Company has not granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

iv. In respect of loans, investments, guarantees, and security provisions of section 185 and 186 of the Companies act, 2013 have been complied with.

v. The Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2016 are not applicable to the Company.

vi. The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and 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.

vii. In respect of statutory dues:

a) Undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues, where applicable, have been generally regularly deposited with the appropriate authorities. However, undisputed amounts payable in respect of the aforesaid dues which were outstanding as at March 31, 2016 for a period of more than six months from the date of becoming payable are:

Name of the Statute	Nature of the Dues	Amount (Rs.)	Period to which the amount relates	Due Date	Date of payment
Income Tax Act, 1961	Tax deducted at Source	25,70,184	April 2015 to August 2015	Various dates	Not yet paid

b) Details of dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax, where applicable, which have not been deposited as on March 31, 2016 on account of disputes are given below:

Name of the Statute	Nature of Dues	Amount (in Rupees)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	4,53,50,373	Assessment year 2011-12	ITAT
Income Tax Act, 1961	Income Tax	10,80,140	Assessment year 2013-14	CIT(A)

viii. There are no loans or borrowings payable to government except for dues payable to schedule banks and financial institutions. The Company has defaulted in repayment of loans / borrowings to the following.

Name of bank / financial Institution	Amount (Rs.)	Range of delays
Oriental Bank of Commerce	3,00,00,000	8 days
IFCI Factors Limited	1,12,90,000	53-74 days

ix. In our opinion, monies raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised monies by way of initial public offer or further public offer, including debt instruments.

x. In our opinion, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. The Company has paid or provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies act, 2013.

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.

xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. In our opinion, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

xvi. In our opinion, the Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.

For A.K. Sabat & Co.

Chartered Accountants

(Registration No.321012E)

D. Vijaya Kumar

Partner

Hyderabad, May 30, 2016 (Membership No. 051961)

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Mar 31, 2015

We have audited the accompanying standalone financial statements of MANJEERA CONSTRUCTIONS LIMITED ("the Company"), which comprise the balance sheet as at March 31,2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 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 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 accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 31st 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 of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

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 March 31,2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 - Refer Note 25.3.b to the financial statements.

(ii) The Company did not have any long-term contracts including derivate 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

The Annexure referred to in our Independent Auditor's Report to the members of Manjeera Constructions Limited on the standalone financial statements for the year ended March 31, 2015, we report that:

(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were

noticed on such physical verification.

(ii) a. The management has conducted physical verification of inventory at reasonable intervals.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company has maintained proper records of inventory and no material discrepancies noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Thus, paragraph 3(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub section (1) of Section 148 of the Act in respect of Company's products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) a. Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in large no of cases. Undisputed outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable are:

Service Tax Rs.936,627

Tax deducted at source Rs.2,526,070

b. According to the information and explanations given to us, there are no material dues of income tax, wealth tax, service tax, duty of customs, duty of excise and cess which have not been deposited with the appropriate authorities on account of any dispute. However, the following dues of sales tax have not been deposited by the Company on account of dispute.

Name of the statute Nature of dues Amount (in Rs) Period to which the amount relates

APVAT Act, 2005 Sales tax 127,493,962 April, 2008 to March, 2011

Name of the statute Forum where dispute is pending

APVAT Act, 2005 High Court of Andhra Pradesh

c. According to the information and explanations given to us the amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(ix) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding year.

(x) There are no dues payable to debenture holders and banks during the year except for dues payable to financial institutions. The Company has defaulted in repayment of dues to the following financial institutions.

Name of the Financial Amount (Rs.) Due Date Range of delays Institutions/Banks

IFCI Factors Limited 14,000,000 90 days 19-62 days

(xii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xii) In our opinion, the Company has applied term loan for the purpose for which these term loan were obtained by the Company.

(xiv) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For A.K. Sabat & Co. Chartered Accountants (Registration No.321012E)

D. Vijaya Kumar Partner Membership No. 051961

Hyderabad, dated 30th May, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements:

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

c. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements:

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

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

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

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

c. the Balance Sheet, the Statement of Profit and Loss, and 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 Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

Annexure to the Independence Auditors'' Report referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date for the year ended March 31, 2014.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we report that:

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

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

c) The Company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii) a) The inventories 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 inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

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

a) The Company has given loans to one company in respect of whom the maximum amount outstanding at any time during the year was Rs. 6401.78 Lac and year-end balance is Rs. 3424.77 Lac.

b) The Company taken loan from a company in respect of whom the maximum amount outstanding at any time during the year was Rs. 1120.80 lac and the year end balance is Rs. 661.01 Lac.

c) In our opinion, the principal and interest amounts are repayable / payable as per the terms and conditions of the loans given / taken.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

iv) There is an adequate internal control system commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any continuing failure to correct major weakness in such internal control systems.

v) a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that were needed to be entered in the Register maintained under the said Section have been so entered.

b) In our opinion the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Accordingly the provisions of paragraph (vi) of the Order are not applicable to the Company.

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

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government of India for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of development (real estate) business and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

ix) In respect of statutory dues :

a) The amounts deducted / accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales-tax and other material statutory dues have been generally regularly deposited during the year by the Company, except for Income Tax and Service Tax where there have been serious delays.

There are no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax and other material statutory dues that were in arrears as at March 31, 2014 for a period of more than six months from the date they became payable except as mentioned below.

Name of the Nature of Period Paid Statue Dues Amount (Rs.) related Income Tax Act SA Tax 1,44,52,185 A.Y. 2012-13

Income Tax Act R.A.Tax 8,39,281 A.Y. 2008-09

Income Tax Act Interest 6,69,929 A.Y. 2011-12 -Dividend Tax 2,43,502 A.Y. 2012-13

Finance 2011-12 to Act,1994 Service Tax 3,62,68,956 2013-14

Name of the subsequently Statue Due Date to the year end

Income Tax Act 30-10-2012 Not yet paid

Income Tax Act Not yet paid

Income Tax Act Not yet paid

Finance 6th of Subsequent Act,1994 month Not yet paid

b) Details of dues of Sales Tax which have not been deposited as at March 31, 2014, on account of dispute is :

Name of the Statue Nature Financial Year Amount (Rs.) of Dues

Commercial Tax Dept. APGST 2004-05 7,15,700

2008-09 3,59,58,410

Commercial Tax Dept. VAT 2009-10 3,25,40,058 2010-11 5,89,95,494

Name of the Statue Forum where dispute is pending Commercial Tax Dept. Sales Tax Appellate Tribunal

Commercial Tax Dept. Hon''ble High Court, Andhra Pradesh x) The Company does not have accumulated losses as at March 31, 2014 and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) In our opinion the Company has delayed in repayment of dues to its banks and financial institutions. Refer appendix for the period and amount of delays. There are no debentures.

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

xiii) The provisions of any special Statute as specified under paragraph (xiii) of the Order are not applicable to the Company.

xiv) The Company does not deal or trade in securities. Accordingly the provisions of paragraph (xiv) of the Order are not applicable to the Company.

xv) In our opinion the guarantee given by the Company for loans taken by the subsidiary company from banks and financial institutions are not prima facie prejudicial to the interest of the Company.

xvi) In our opinion the term loans taken by the Company have been applied for the purpose for which they were obtained.

xvii) In our opinion and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been used during the year for long term investment.

xviii) During the period covered by our audit, the Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) During the year covered by our report, the Company has not issued any secured debentures.

xx) During the year covered by our report, the Company has not raised any money by way of public issue.

xxi) To the best of our knowledge and belief no material fraud on or by the Company has been noticed or reported during the course of our audit.

Annexure to the Auditor’s Report : Appendix to Clause (xi)

A. Details of delays in repayment of principal and interest against the borrowings availed from banks and financial institutions fallen due during the year ended March 31, 2014, but repaid before March 31, 2014 are as follows :

Name of the Bank / Financial institution Principal Delay Interest Delay

Andhra Pradsh State Financial Corporation 130.27 28-89 20.51 28-89

State Bank of Hyderabad 963.05 85-88 8.80 85-85

Tata Capital (Wind Mill) 65.32 85-88 8.80 85-88

B. Details of delays in repayment of interest on borrowings from banks and financial institutions, which were outstanding as at March 31, 2014

Name of the Bank Due Date Delay Delays Amount (in days) Andra Pradesh State Financial Corporation 31-Mar-14 0.67 28

Tata Capital (Wind Mill) 31-Mar-14 1.57 86

C. Details of delays in repayment of principal against borrowings from banks and financial institutions, which were outstanding as at March 31, 2014

Name of the Bank Due Date Delay Delays Amount (in Days)

Andra Pradesh State Financial Corporation 01-Feb-14 10.00 86

Andra Pradesh State Financial Corporation 01-Mar-14 9.73 63

Tata Capital (Wind Mill) 17-Feb-14 17 86

For A.K. Sabat & Co. Chartered Accountants (Firm Registration No. 321012E)

(D.Vijaya Kumar) Partner Membership No.: 051961

Place: Hyderabad Date: May 28, 2014

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Mar 31, 2013

Report on the Financial Statements

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

Management''s responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India 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 said Order.

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

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

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

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement are in compliance with the Accounting Standards referred to in Section 211(3C) of the Act;

e. On the basis of the written representations received from the Directors as on 31 March 2013, taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2013, from being appointed as a director in terms of Section 274(1)(g) of the Act;

Annexure to the Independence Auditors'' Report referred to in Paragraph ^^

1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date for the year ended March 31, 2013.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we report that:

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

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

c) The Company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii) a) The inventories 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 inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

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

a) The Company has given loans to two companies in respect of whom the maximum amount outstanding at any time during the year was Rs.5,657.16 Lacs and year-end balance is Rs.6,000.14 Lacs.

b) The Company taken loan from a Company in respect of whom the maximum amount outstanding at any time during the year was Rs.991.92 Lacs and the year-end balance is Rs. 1,042.41 Lacs.

c) In our opinion, the principal and interest amounts are repayable / payable as per the terms and conditions of the loans given / taken.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

iv) There is an adequate internal control system commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any continuing failure to correct major weakness in such internal control systems.

v) a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that were needed to be entered in the Register maintained under the said Section have been so entered.

b) In our opinion the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Accordingly the provisions of paragraph (vi) of the Order are not applicable to the Company.

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

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government of India for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of development (real estate) business and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. however, we have not made a detailed examination of the records.

ix) In respect of statutory dues:

a) The amounts deducted / accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees'' State Insurance, Sales-tax and other material statutory dues have been generally regularly deposited during the year by the Company, except for Income Tax and Service Tax where there have been serious delays.

There are no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Sales Tax and other material statutory dues that were in arrears as at March 31, 2013 for a period of more than six months from the date they became payable except as mentioned below.

Name of the Nature of Paid subsequently Amount (Rs) Period related Due Date Statute Dues to the year end

April 2012 - 7th day of Income Tax Act TDS 60,30,442 Not yet paid August 2012 succeeding month

Income Tax Act R.A. Tax 8,39,281 A.Y. 2008-09 Not yet paid

30,43,767 A.Y. 2011-12 15-10-2011

Income Tax Act Dividend Tax Not yet paid 24,35,014 A.Y. 2012-13 15-10-2012

c) Details of dues of Sales Tax which have not been deposited as at March 31, 2013, on account of dispute is:

Name of the Statute Nature of Dues Financial Year Amount (Rs) Forum where dispute is pending

Commercial Tax Dept. APGST 2004-05 7,15,700 Sales Tax Appellate Tribunal

x) The Company does not have accumulated losses as at March 31, 2013 and has not incurred cash losses during the financial year covered by our audit and in the immediately preceeding financial year.

xi) In our opinion the Company has delayed in repayment of dues to its banks and financial institutions. Refer appendix for the period and amount of delays. There are no debentures.

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

xiii) The provisions of any special Statute as specified under paragraph (xiii) of the Order are not applicable to the Company.

xiv) The Company does not deal or trade in securities. Accordingly the provisions of paragraph (xiv) of the Order are not applicable to the Company.

xv) In our opinion the guarantee given by the Company for loans taken by the subsidiary Company from banks and financial institutions are not prima facie prejudicial to the interest of the Company.

xvi) In our opinion the term loans taken by the Company have been applied for the purpose for which they were obtained.

xvii) In our opinion and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been used during the year for long term investment.

xviii) During the period covered by our audit, the Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) During the year covered by our report, the Company has not issued any secured debentures.

xx) During the year covered by our report, the Company has not raised any money by way of public issue.

xxi) To the best of our knowledge and belief no material fraud on or by the Company has been noticed or reported during the course of our audit.

for A.K. Sabat & Co.

Chartered Accountants

Firm Registration No. 321012E

(D. Vijaya Kumar)

Partner Membership No. 51961

hyderabad, Dated May 29, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of MANJEERA CONSTRUCTIONS LIMITED ("the Company") as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('CARO') issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

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, 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 dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of Companies Act, 1956;

e. On the basis of written representations received from the Directors, taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956;

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

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

b) The management at reasonable intervals has carried out the physical verification of the fixed assets. No material discrepancies have been noticed on such verification.

c) There has been no disposal off substantial part of the fixed assets by the Company during the year affecting the going concern status.

ii) a) Inventory namely, property development projects (in progress), Contract projects (work in progress) and commercial and residential space held for sale, has been physically verified by the management at reasonable intervals during the year.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

iii) a) The Company has not taken any loans, secured or unsecured, to / from companies, firms or other parties. The Company has granted loans, unsecured, to two companies covered in the register maintained under section 301 of the Companies Act, 1956 and the amount outstanding as at year end is Rs.16,47,21,228.

b) The rate of interest and other terms and conditions of loan given by the Company are prima facie not prejudicial to the interest of the Company.

c) The repayment of the loan and interest are as per the terms and conditions loan given.

iv) There is an adequate internal control system commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any continuing failure to correct major weakness in such internal control systems.

v) a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that were needed to be entered in the Register maintained under the said Section have been so entered.

b) In our opinion the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five Lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Accordingly the provisions of paragraph (vi) of the Order are not applicable to the Company.

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

viii) We have broadly reviewed the books of account maintained by the Company, pursuant to the Rules made by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts have been maintained.

ix) 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, Employee's State Insurance, sales-tax and other material statutory dues applicable to it with the appropriate authorities.

b) Undisputed amount payable Rs. 20,17,477 in respect of Tax deducted at source at March 31, 2012 for a period of more than six months from the date became payable

c) Details of dues of Sales Tax which have not been deposited as at March 2012, on account of dispute is:

Name of the Statue Nature of Dues Financial Year Amount (Rs) Forum where dispute is pending Commercial Tax Dept. APGST 2004-05 7,15,700 Sales Tax Appellate Tribunal

x) The Company does not have accumulated losses as at March 31, 2012 and has not incurred cash losses during the financial year covered by our audit 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 financial institutions. There are no debentures.

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

xiii) The provisions of any special Statute as specified under paragraph (xiii) of the Order are not applicable to the Company.

xiv) The Company does not deal or trade in securities. Accordingly the provisions of paragraph (xiv) of the Order are not applicable to the Company.

xv) In our opinion and according to the information and explanations given to us, the guarantee given by the Company for loans taken by the subsidiary company from banks and financial institutions are not prima facie prejudicial to the interest of the Company.

xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were obtained.

xvii) 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 not been used during the year for long term investment.

xviii) According to the information and explanations given to us, during the period covered by our audit, the Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) According to the information and explanations given to us, during the year covered by our report, the Company has not issued any secured debentures.

xx) During the year covered by our report, the Company has not raised any money by way of public issue.

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

For AK Sabat & Co.

Chartered Accountants

(Registration No.321012E)

Place : Hyderabad (D Vijaya Kumar)

Date : 28.05.2012 Partner

Membership No: 051961

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of MANJEERA CONSTRUCTIONS LIMITED as at 31st March, 2011 and also the profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifcant 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 (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, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, none of the directors is disqualifed as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

iii. In the case of the Cash Flow Statement, of the cash fows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in paragraph 3 of our report of even date)

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

b) The management at reasonable intervals has carried out the physical verifcation of the fixed assets. No material discrepancies have been noticed on such verifcation.

c) There has been no disposal off substantial part of the fixed assets by the Company during the year affecting the going concern status.

ii) a) Inventory namely property development projects(in progress), Contract projects (work in progress) and Apartments held for sale, has been physically verifed by the management at reasonable intervals during the year.

b) The procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verifcation.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses 4(iii)(a) to (g) of the Order are not applicable to the Company.

iv) There is an adequate internal control system commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any continuing failure to correct major weakness in such internal control systems.

v) a) The particulars or contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five Lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted deposits from the public to which provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply. Accordingly the provisions of paragraph (vi) of the Order are not applicable to the Company.

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

viii) To the best of our knowledge, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the Company's products and services.

ix) In respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, employee's state insurance, sales-tax and other statutory dues as applicable with the appropriate authorities.

b) No undisputed amounts payable in respect of Income tax, Wealth tax, Service Tax and Sales tax as at 31.03.2011 for a period of more than 6 months from the date they became payable.

c) The Following dues have not been deposited by the Company on account of Disputes, since the Appeals are pending with relevant Authorities

Nature of Financial Amount Forum where dispute Name of the Statue Dues Year (Rs) is pending

Commissioner of Income Tax Income Tax Act, 1961 Income tax 2007-08 3,26,101 (Appeals)

Commercial Tax Dept. APGST 2004-05 9,44,700 Sales Tax Appellate Tribunal

x) The Company does not have any accumulated losses as at 31st March, 2011 and has not incurred cash losses in the year and in the immediately preceding financial year.

xi) The Company during the year has not defaulted in repayment of dues to financial institutions. There are no debentures.

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

xiii) The provisions of any special Statute as specifed under paragraph (xiii) of the Order are not applicable to the Company.

xiv) The Company does not deal or trade in securities. Accordingly the provisions of paragraph (xiv) of the Order are not applicable to the Company.

xv) In our opinion, the Company has given guarantee for loans taken by the subsidiary company from banks and financial institutions, the terms and conditions whereof are not prejudicial to the interest of the Company.

xvi) The term loans taken by the Company have been applied for the purpose for which they were obtained.

xvii) Funds raised on short-term basis have not been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix) As there are no debentures outstanding at the year end, paragraph (xix) of the Order is not applicable

xx) No monies raised by public issues by the Company during the year under consideration.

xxi) No fraud on or by the Company was noticed or reported during the year.

For A.K. Sabat & Co.

Chartered Accountants

(Registration No.321012E)

Place : Hyderabad (D. Vijaya Kumar)

Date : 24.05.2011 Partner

ICAI Membership No: 051961

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of MANJEERA CONSTRUCTIONS LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 Annexure referred to above, we report that:

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

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

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

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

e) On the basis of written representations 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 March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

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

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

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

b) The management at reasonable intervals has carried out the physical verification of the fixed assets. No material discrepancies have been noticed on such verification.

c) There has been no disposal off substantial part of the fixed assets by the Company during the year affecting the going concern status.

ii) a) Inventory namely property development projects(in progress), Contract projects (work in progress) and apartments held for sale, has been physically verified by the management at reasonable intervals during the year.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has taken unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.8,30,50,000 and year-end balance of loans taken from such party is Rs.3,16,00,000.

b) The rate of interest and other terms and conditions of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

c) The interest payments and Principal repayment of loan taken is as per the terms and conditions of loan.

d) There are no overdue amount of interest and principal in respect of unsecured loan taken.

iv) There is an adequate internal control system commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any continuing failure to correct major weakness in such internal control systems.

v) a) The particulars or contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five Lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted deposits from the public to which provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply. Accordingly the provisions of paragraph (vi) of the Order are not applicable to the Company.

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

viii) To the best of our knowledge, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the Companys products and services.

ix) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales-tax, service tax and other statutory dues as applicable with the appropriate authorities.

(b) There are no dues of sales tax, service tax and income tax which have not been deposited on account of any dispute.

x) The Company does not have any accumulated losses as at 31st March, 2010 and has not incurred cash losses in the year and in the immediately preceding financial year.

xi) The Company during the year has not defaulted in repayment of dues to financial institutions. There are no debentures.

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

xiii) The provisions of any special Statute as specified under paragraph (xiii) of the Order are not applicable to the Company.

xiv) The Company does not deal or trade in securities. Accordingly the provisions of paragraph (xiv) of the Order are not applicable to the Company.

xv) In our opinion, the Company has given guarantee for loans taken by the subsidiary company from banks and financial institutions, the terms and conditions whereof are not prejudicial to the interest of the Company.

xvi) The term loans taken by the Company have been applied for the purpose for which they were obtained.

xvii) Funds raised on short-term basis have not been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix) As there are no debentures outstanding at the year end, paragraph (xix) of the Order is not applicable

xx) No monies raised by public issues by the Company during the year under consideration.

xxi) No fraud on or by the Company was noticed or reported during the year.



For A.K. Sabat & Co., Chartered Accountants



Sd/- (D. VIJAYA KUMAR) Partner Membership No. 051961 Firm Regn. No. 321012E

Place : Hyderabad. Date : 07.05.2010

---

Mar 31, 2001

We have audited the attached Balance Sheet of MANJEERA CONSTRUCTIONS LIMITED as at 31st March, 2001 and the Profit and Loss Account of the company for the year ended on that date annexed thereto. We report as follows:

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we annexed hereto a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to the company.

2. Further to our comments in the Annexure referred to in paragraph (1) above:

a) We have obtained all the information and explanations which to the test of our knowledge and belief were necessary for the purposes of our audit;

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

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

d) in our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956;

e) according to the information and explanations given to us and on the basis of the written representations from the directors of the Company, taken on record by the Board of directors, none of the directors are disqualified as on 31st March, 2001 from being appointed as directors under section 274(1 )(g) of the Companies Act, 1956;

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

i). In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2001 and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph (1) of our Report of even date)

1. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The management has conducted physical verification of the fixed assets of the Company. No material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. Physical verification has been conducted by the management at reasonable intervals in respect of construction materials and stores lying at various sites.

4. The procedures of physical verification of stocks, followed by the management, are reasonable and adequate in relation to the size of the Company and nature of its business.

5. We have been informed that no material discrepancies have been noticed on physical verification of stocks by the Management as compared to book records.

6. On the basis of our examination of stock records, we are of the opinion that 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.

7. In respect of loans, secured or unsecured, taken from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company. In terms of sub-section(6) of section 370 of the Companies Act, 1956, provisions of the Section are not applicable to a Company on or after 31st October, 1998.

8. In respect of loans, secured or unsecured, granted to compnies, firms or otner parties listed in the register maintained under Section 301 of the Companies, Act, 1956 the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. In terms of sub- section (6) of section 370 of the Companies Act, 1956, provisions of the Section are not applicable to a Company on or after 31st October, 1998.

9. No loans or advances in the nature of loans have been given by the company.

10. According to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of construction material, plant and machinery, equipments and other assets, and for the sale of Flats.

11. In our opinion, the transactions of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 as aggregating during the year to Rs.50,000 or more in respect of each party, have been made at prices, as explained to us, which are reasonable having regard to prevailing market prices for such goods, materials, or services or the prices at which transactions for similar goods or services have been made with other parties.

12. As explained to us, there are no unserviceable or damaged construction materials.

13. The Company has not accepted any deposits from the public to which the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

14. As explained to us the Companys construction activity does not generate any by-products and/ or scrap.

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

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

17. According to the records of the Company, Provident fund and employees state insurance dues have been regularly deposited during the year with the appropriate authorities.

18. According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, customs duty and excise duty were outstanding as at 31st March, 2001 for a period of more than six months from the date they became payable.

19. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account other than those payable under contractual obligations or in accordance with the generally accepted business practice.

20. The Company is not a sick Industrial Company within the meaning of clause (o) Section 3(1) of the Sick Industrial Companies (special provisions) Act, 1985.

21. In our opinion, the size and the nature of the trading and service activities of the company are such that clauses (B) and (C) of this order do not apply to the Company.

for A.K.SABAT & CO., Chartered Accountants

Sd/-

(D.VIJAYA KUMAR) Partner

Place: Hyderabad Date : 29.08.2001