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Auditor Report of Marathon Nextgen Realty Ltd.

Mar 31, 2023

Independent Auditor’s Report

To

The Members of Marathon Nextgen Realty Limited
Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying Standalone Financial
Statements of
Marathon Nextgen Realty Limited (“the
Company”)
, which comprise the Balance Sheet as at
31 March 2023, the Statement of profit and loss (Including
Other Comprehensive Income), Statement of changes in
equity and Statement of Cash Flows for the year then ended,
and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information
(hereinafter referred to as “Standalone Financial Statements”).

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 Companies Act,
2013 (“the Act”) in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind
AS”) and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31st March 2023, and
its Profit including Other Comprehensive Income, changes in
equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of Standalone Financial Statements
in accordance with the Standards on Auditing specified under
section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
ICAI’s Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion on Standalone Financial Statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Standalone Financial Statements for the financial year ended 31st
March 2023. These matters were addressed in the context of our
audit of the Standalone Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description
of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor’s responsibilities
for the audit of the Standalone Financial Statements section of
our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement

of the Standalone Financial Statements. The results of our audit
procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the
accompanying Standalone Financial Statements.

1. Investment in subsidiaries and joint ventures and
loans/financial instruments to group entities

(Refer note no 5A, 5B, 6 and 16 of standalone financial statements)

Recoverability of investment in subsidiaries and joint
ventures:
The Company’s investments in subsidiaries and joint
ventures are carried at cost less any diminution in value, if any.
The investments are assessed for impairment at each reporting
date. The impairment assessment involves the use of estimates
and judgements. The identification of impairment event and
the determination of an impairment charge also require the
application of significant judgement by the Company. The
judgement, in particular, is with respect to the timing, quantity
and estimation of projected cash flows of the real estate
projects in these underlying entities. In view of the significance
and quantum of these investments aggregating to ? 10,305.55/-
lakhs representing 7.21% of Total assets, we consider valuation /
impairment of investments in subsidiaries and joint ventures to
be a key audit matter.

How the matter was addressed in our audit

Our audit procedures included:

• Evaluating design and implementation and testing operating
effectiveness of controls over the Company’s process of
impairment assessment and approval of forecasts.

• Assessing the financial position of the subsidiaries and
joint ventures, assessing profit history and project details of
those subsidiaries and joint ventures.

• Verifying the inputs used in the projected profitability.

• Testing the assumptions and understanding the forecasted
cash flows of subsidiaries and joint ventures based on
our knowledge of the Company and the markets in which
they operate.

• Assessing the comparability of the forecasts with
historical information.

• Analysing the possible indications of impairment and
understanding Company’s assessment of those indications.

• Considering the adequacy of disclosures in respect of the
investment in subsidiaries and joint ventures.

Recoverability of loans in the nature of project advances to
and investment in financial instruments of group entities: The
Company has extended loans to and invested in financial
instruments of group entities aggregating to ? 86,306.39/-
representing 60.40% of total Assets. These are assessed for
recoverability at each period end. Due to the nature of the
business in the real estate industry, the Company is exposed
to heightened risk in respect of the recoverability of the loans/

financial instruments granted to the group entities. In addition to
nature of business, there is also significant judgment involved
as to the recoverability of the project specific loans/financial
instruments. This depends on property developments projects
being completed over the time period specified in agreements.
We have identified measurement of loans/financial instruments
to group entities as key audit matter because recoverability
assessment involves Company’s significant judgement
and estimate.

How the matter was addressed in our audit

Our procedures included:

• Evaluating the design and implementation and testing
operating effectiveness of key internal controls placed
around the impairment assessment process of the
recoverability of the loans/financial instruments.

• Assessing the net worth of subsidiaries and joint ventures
on the basis of latest available financial statements.

• Assessing the controls for grant of new loans/financial
instruments and sighting the Board approvals obtained.

• Tracing loans/financial instruments advanced / repaid during
the year to bank statement.

• Obtaining confirmations to assess completeness and
existence of loans/financial instruments and advances given
to subsidiaries and joint ventures as on 31st March 2023.

OTHER INFORMATION

The Company’s Board of Directors is responsible for the
preparation of other information. The other information
comprises of the information included in the Annual Report but
does not include the Financial Statements and our auditor’s
report thereon. The aforesaid other information is expected to
be made available to us after the date of this report.

Our opinion on the Standalone Financial Statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the Standalone Financial Statements,
or our knowledge obtained in the audit or otherwise appears to
be materially misstated.

When we read the above mentioned reports, if we conclude
that other information is materially inconsistent with the financial
statements we are required to communicate the matter to
those charged with governance as required under SA 720 “The
Auditor’s responsibilities relating to Other Information”.

RESPONSIBILITIES OF MANAGEMENT AND
THOSE CHARGED WITH GOVERNANCE FOR
THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors are responsible for the matters
stated in section 134(5) of 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, changes
in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards specified 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 of 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
Financial Statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Board of
Directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis
of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors are
also responsible for overseeing the Company’s financial
reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT
OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Standards on Auditing
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these Standalone Financial Statements.

As part of an audit in accordance with Standards on Auditing,
we exercise professional judgment and maintain professional
scepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the
Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013 as amended, we are also
responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the
related disclosures in the Standalone Financial Statements
or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events
or conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content ofthe
Standalone Financial Statements, including the disclosures,
and whether the Standalone Financial Statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial
Statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the Financial Statements may be influenced. We consider
quantitative materiality and qualitative factors in

(i) Planning the scope of our audit work and in evaluating the
results of our work; and

(ii) To evaluate the effect of any identified misstatements in the
financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we
give in the ‘Annexure A” a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 197(16) of the Act, we report that
the Company has paid remuneration to its directors during
the year in accordance with the provisions of the limits laid
down under Section 197 read with Schedule V of the Act.

3. 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
including Other Comprehensive Income, the Statement
of Changes in Equity 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 Indian Accounting
Standards specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2015,
as amended.

(e) On the basis of the written representations received
from the directors as on 31st March, 2023 taken on
record by the Board of Directors, none of the directors
is disqualified as on 31st March 2023 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 with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in
“Annexure B”.

(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 Standalone
Financial Statements - Refer Note no 40 to the
Standalone Financial Statements

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

iii. The Company informs us that on account of
technical issue with its bankers, unpaid dividend to
the extent of 7 8.32 lakhs, as at date of this report, is
yet to be transferred to the Investor Education and
Protection Fund.

iv. (a) The Management has represented to us that,

to the best of its knowledge and belief, as
disclosed in the notes to the financial statements
no funds (which are material either individually
or in the aggregate) have been advanced or
loaned or invested (either from borrowed funds
or share premium or any other sources or kind
of funds) by the Company to or in any other
persons or entities, including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever by or on

behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented to us that, to
the best of its knowledge and belief, as disclosed
in the notes to the financial statements, no
funds (which are material either individually
or in the aggregate) have been received by
the Company from any person(s) or entity(ies),
including foreign entities (“Funding Parties”),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been
considered reasonable and appropriate in the

circumstances, nothing has come to our notice
that cause us to believe that the representation
given by the Management under paragraph
(3) (g) (iv) (a) and (b) above contain any
material misstatement.

v. The Board of Directors of the Company have
proposed final dividend for the year which is subject
to the approval of the members at the ensuing
Annual General Meeting. The amount of Dividend
proposed is in accordance with Section 123 of the
Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts)
Rules 2014 for maintaining books of account
using accounting software which has a feature of
recording audit trail (edit log) facility is applicable
from 01 April 2023 and accordingly, reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules 2014 is not applicable to the Company for the
financial year ended 31 March, 2023.

For Rajendra & Co.

Chartered Accountants
Firm’s Registration No. 108355W

A. R. Shah

Partner

Membership No. 047166
UDIN: 23047166BGQSFM6196

Place: Mumbai
Date: 24 May 2023


Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of MARATHON NEXTGEN REALTY LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statements”).

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 including other comprehensive income, cash flows and changes in equity 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 and rules made there under. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone 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 there under.

We conducted our audit of the Standalone 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 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 Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone 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 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 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 March 31, 2018, and its profit including Other comprehensive income, its Cash Flows and the Statement of Changes in Equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended March 31, 2017 prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements, have been audited by the predecessor auditors. The report of the predecessor auditors on the comparative financial information dated May 29, 2017 expressed an unmodified opinion.

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 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 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 Financial Statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with relevant rules issued thereafter.

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”.

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:

1. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note 37 to the Standalone Financial Statements

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

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

“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF MARATHON NEXTGEN REALTY LIMITED

(Referred to in Paragraph 1 under the heading of “Report on other legal and regulatory requirements” of our report of even date)

i. In respect of its fixed assets :

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified 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 were noticed on such physical verification.

c. The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are in the name of the Company, except for the details given below

Land/Building

Total number of cases

Leasehold/ Freehold

Gross block as on March 31, 2018 (Rs. In Lakhs)

Net Block as on March 31,2018 (Rs. In Lakhs)

Remarks

Land 1

1

Freehold

1.49

1.49

Unused FSI of self developed project

ii. Inventories comprise of car parking units, unsold inventory, expenditure incurred on acquisition of land and tenancy rights, development rights, and other expenditure on construction and development of the project of the Company. As explained to us, physical verification of the inventories have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. No material discrepancies were noticed on such physical verification.

iii. The Company has granted unsecured loans to companies and a Limited Liability Partnerships covered in the register maintained under Section 189 of the Act.

(a) According to the information and explanations given to us and based on the audit procedures conducted by us we are of the opinion that, the terms and conditions of the aforesaid loans granted by the Company are not prejudicial to the interest of the Company.

(b) The schedule of repayment of principal and payment of interest in respect of such loans has not been stipulated and hence, we are unable to comment whether the repayments or receipts are regular and report on amounts overdue for more than ninety days, if any, as required under Paragraph 3(iii) of the Order.

iv. According to the information and explanations given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 of the Act, except with respect to a transaction carried out by it with a Company in which Directors are interested as Directors and shareholders of the recipient Company, wherein the loan extended by the Company is in the nature of project advance. Maximum amount of loan outstanding during the year is of Rs. 315,84.18 Lakhs and the outstanding amount as on March 31, 2018 is of Rs. 315,84.18 Lakhs. As explained in Note no. 6.1 to the Standalone Financial Statements, the Management is of the opinion that, project advance of this nature would not attract the provisions of Section 185 of the Act.

Further, the provisions of section 186 of the Act are not applicable to the Company as it is engaged in the business of Real estate & Construction.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company

vi. The Central Government has prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act and rules framed there under. However, at present the Company does not fall under the criteria for which such records are required to be maintained. Hence, the said rules are not applicable to the Company.

vii. In respect of Statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty , Value Added Tax, Cess, Goods and Service tax and any other statutory dues have been generally regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues, were outstanding as at 31st March, 2018 for a period of more than six months from the date becoming payable.

b. According to the information and explanations given to us, the dues outstanding with respect to, income tax, excise duty on account of any dispute are as follows:

Name of the statute

Nature of dues

Amount (Rs.in Lakhs)

Period to which the amount relates

Forum where dispute is pending

Central Excise Act, 1944

Excise duty

90.64

1991-92,

1992-93,

1994-95,

1995-96

Central Excise & Servicetax Appellate Tribunal (CENSTAT) including penalty

Central Excise Act, 1944

Penalty

0.15

1998-99,

1991-92,

1992-93

Commissioner of Central Excise (Appeal)

Central Excise Act, 1944

Excise duty

14.63

1977-78,

1983-84,

1991-92,

1992-93

Deputy Commissioner of Central Excise (Appeal)

Income Tax Act, 1961

Income Tax

4.31

Asst. year 2011-12

Income tax Assessing Officer

The Maharashtra Value Added Tax Act, 2002

Value Added Tax

4590.10*

2006-07

2007-08 2009-10

Deputy

Commissioner Sales Tax (Appeal)

The Maharashtra Added Tax Act, 2002

Value Added Tax

430.47

2008-09

Deputy CommissionerValue Sales Tax (Appeal)

viii. In our opinion and according to the information given to us, the Company has not defaulted in repayment of loans or borrowings to financial institution, bank or government or debenture holders during the year.

ix. In our opinion and according to the information and explanations given to us, the moneys raised by way of term loan have been applied by the Company for the purpose for which they were raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.

x. In our opinion, based on the audit procedures performed for the purpose of reporting the true and fair view of the Standalone Financial Statements and as per information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us, managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion Company is not a Nidhi Company and hence reporting under, the provisions of clause (xii) of paragraph 3 of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with Sections 177 and 188 of the Act and details of related party transactions have been disclosed in the Standalone Financial Statements etc., as required by the applicable accounting standards.

xiv. In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence reporting under clause (xiv) of paragraph 3 of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act and hence reporting under clause (xv) of the paragraph 3 of the Order is not applicable to the Company.

xvi. In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF MARATHON NEXTGEN REALTY LIMITED

(Referred to in paragraph 2(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 Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the Internal Financial Control over financial reporting of MARATHON NEXTGEN REALTY LIMITED (“the Company”) as of 31st March, 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year then ended.

Management Responsibility for the 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 (the “Guidance Note”) 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 issued by ICAI and the Standards on auditing prescribed under Section 143(10) of the Act, 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 Standalone 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 Standalone 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 Standalone 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 Standalone 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 31st March, 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 Rajendra & Co.

Chartered Accountants

Firm Registration No 108355W

Akshay R. Shah

Partner

Membership No.103316

Mumbai


Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of Marathon Nextgen Realty Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of 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) financial position, profit or loss (financial performance including other comprehensive income) cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 and ensuring their operating effectiveness and 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.

Auditor’s 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 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 disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditors’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 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2017, its profit (financial performance including other comprehensive income), its cash flows and changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters:

(i) Note 8.1 to the Standalone Ind AS Financial Statements regarding the adequacy of provision for income tax, which comprises of long term capital loss, business and other income, which is based on the legal advice and as certified by an independent firm of Chartered Accountants and which has been relied upon by us.

(ii) Note 27.1 to the Standalone Ind AS Financial Statements regarding the manner of recognition of income from operations amounting to Rs. 1,931,090,000, which is subject to the approval of shareholders.

Our report is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in “Annexure 1”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(ii) 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, the Statement of Cash Flows and the 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 written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 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, we give our separate Report in “Annexure 2”.

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, as amended, 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 no. 38 on Contingent Liabilities to the Standalone Ind AS Financial Statements;

(ii) The Company did not have any material foreseeable losses on long term contracts including derivative contracts;

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

(iv) The Company has provided requisite disclosures in its Standalone Ind AS Financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on audit procedures and relying on the Management representation, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management. (Refer Note no. 46 to the Standalone Ind AS Financial Statements).

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT

[Referred to in Paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Marathon Nextgen Realty Limited (“the Company”) on the Standalone Ind AS Financial Statements for the year ended March 31, 2017]

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

(b) During the year, fixed assets of the Company have been physically verified by the Management and as informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are in the name of the Company, except for the details given below:

Land / Building

Total number of cases

Leasehold/ Freehold

Gross Block as on March 31, 2017 (Rs.)

Net Block as on March 31,2017 (Rs.)

Remarks

Land

1

Freehold

149,198

149,198

Unused FSI of self developed project

(ii) Inventories comprise of car parking units, expenditure incurred on acquisition of land and tenancy rights, development rights, and other expenditure on construction and development of the project of the Company. As explained to us, physical verification of the project site was carried out during the year by the Management. In our opinion, the frequency of verification is reasonable. As informed, no material discrepancies were noticed on physical verification carried out during the year.

(iii) The Company has granted unsecured loans to companies and a Limited Liability Partnership covered in the register maintained under Section 189 of the Act.

(a) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that, the terms and conditions of the aforesaid loans granted by the Company are not prejudicial to the interest of the Company.

(b) The schedule of repayment of principal and payment of interest in respect of such loans has not been stipulated and hence, we are unable to comment whether the repayments or receipts are regular and report on amounts overdue for more than ninety days, if any, as required under Paragraph 3(iii)© of the Order.

(iv) Based on the information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 of the Act, except with respect to a transaction carried out by it with a company in which Directors are interested as Directors and shareholders of the recipient company, wherein the loan extended by the Company is in the nature of project advance. Maximum amount of loan outstanding during the year is of Rs. 2,95,86,47,083 and the outstanding amount as on March 31, 2017 is of Rs. 2,89,33,19,749. As explained in Note no. 6.1 to the Standalone Ind AS Financial Statements, the Management is of the opinion that, project advance of this nature would not attract the provisions of Section 185 of the Act.

Further, the provisions of Section 186 of the Act are not applicable to the Company as it is engaged in the business of Real estate & Construction.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(vi) The Central Government of India has prescribed the maintenance of cost records for the products of the Company under sub-section (1) of Section 148 of the Act and the rules framed there under. However, at present the Company does not fall under the criteria for which such records are required to be maintained. Hence, the said rules are not applicable to the Company.

vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employee’s state insurance, income-tax, service tax, value added tax, excise duty, cess and any other material statutory dues applicable to it. However there have been slight delays in few cases.

AND

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee’s state insurance, income tax, service tax, value added tax, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, excise duty on account of any dispute, are as follows:

Name of the statute

Nature of dues

Amount (Rs.)

Period to which the amount relates

Forum where dispute is pending

Central Excise Act, 1944

Excise duty including penalty

92,58,24

1991-92,

1992-93,

1994-95,

1995-96

Central Excise & Service tax Appellate Tribunal (CESTAT)

Central Excise Act, 1944

Penalty

15,000

1998-99,

1991-92,

1992-93

Commissioner of Central Excise (Appeal)

Central Excise Act, 1944

Excise duty

12,68,210

1977-78,

1983-84,

1991-92,

1992-93

Deputy Commissioner of Central Excise (Appeal)

Income Tax Act, 1961

Income Tax

3,41,12

Asst. Year 2011-12

Income Tax Assessing Officer

The Maharashtra Value Added Tax Act, 2002

Value Added Tax

4,30,46,63

2008-09

Deputy Commissioner of Sales Tax (Appeals)

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institution. The Company does not have any loans or borrowings from any banks, government or debenture holders during the year.

(ix) In our opinion and according to the information and explanations given to us, the moneys raised by way of term loan have been applied by the Company for the purpose for which they were raised. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year.

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

(xi) According to the information and explanations given to us, managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, Paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanation given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the details 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. Accordingly, Paragraph 3(xiv) of the Order is not applicable to the company.

(xv) As per the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year.

(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No. 103523W/W100048

Snehal Shah

Partner

Membership No. 048539

Place: Mumbai

Date: 29th May, 2017


Mar 31, 2016

To the Members of Marathon Nextgen Realty Limited Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Marathon Nextgen Realty Limited (“the Company”), which comprise of the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, 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

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 of 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 and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 there under.

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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditors ‘judgment, including the assessment of the risks of material misstatement of the standalone 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 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 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 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 March 31,2016, its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the notes to the financial statements:

1. Note No. 10.1 regarding the manner of recognition of other income amounting to Rs 678,379,680/-Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors'' Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in “Annexure 1”, a statement on the matters specified in paragraphs 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 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 written representations received from the directors as on March 31, 2016, and 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, we give our separate Report in “Annexure 2”.

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 -Refer NoteNo.28on Contingent Liabilities;

(ii) The Company did not have any long-term contracts including derivative contracts. Hence, the question of any material foreseeable losses does not arise;

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

[Referred to under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the members of Marathon Nextgen Realty Limited on the consolidated financial statements for the year ended March 31,2016]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and forth year ended March 31,2016, We have audited the internal financial controls over financial reporting of the Group which are companies incorporated in India, as of that date.

Management''s Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Group, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on 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 the respective 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 ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. 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 and the audit evidence obtained by the other auditor in terms of their report referred to in the Other Matters paragraph below, 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, the Group, which are companies incorporated in India, have, 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 essential components of internal control stated in the Guidance Note issued by ICAI.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to one subsidiary company, which is company incorporated in India, is based on the corresponding report of the auditor of such company incorporated in India.

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the members of Marathon Nextgen Realty Limited on the Standalone financial statements for the year ended March 31,2016]

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

(b) During the year, fixed assets of the Company have been physically verified by the management and as informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are in the name of the Company, except for the details given below:

Land/ Building

Total number of cases

Leasehold/ Freehold

Gross Block as on March 31, 2016 (Rs.)

Net Block as on March 31,2016 (Rs.)

Remarks

Land

1

Freehold

149,198

149,198

Unused FSI of self developed project

(i Inventories comprising of car parking units, expenditure incurred on acquisition of land and tenancy rights, development rights, and other expenditure on construction and development thereof has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. As informed, no material discrepancies were noticed on physical verification carried out during the year.

(ii) The Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.

(a) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that, the terms and conditions of the aforesaid loans granted by the Company are not prejudicial to the interest of the Company.

(b) The schedule of repayment of principal and payment of interest in respect of such loans has not been stipulated thus we are unable to comment whether the repayments or receipts are regular and report on amounts overdue for more than ninety days, if any, as required under paragraph 3(iii)(c) of the Order.

(iii) Based on the information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of section 185 of the Act, except with respect to a transaction carried out by it with a Company in which Directors are interested as Directors and shareholders of the recipient Company, wherein the loan extended by the Company is in the nature of project advance. Maximum amount of loan outstanding during the year is of Rs. 2,94,34,24,337 and the outstanding amount as on March 31,2016 is of Rs. 2,57,90,74,037. As explained in note no.12.2,the Management is of the opinion that, project advance of this nature would not attract the provisions of section 185 of the Act.

Further, the provisions of Section 186 of the Act are not applicable to the Company as it is engaged in the business of Real estate & Construction.

(i In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(ii) The Central Government of India has prescribed the maintenance of cost records for the products of the Company under sub-section (1) of Section 148 of the Act and the rules framed there under. However, at present the Company does not fall under the criteria for which such records are required to be maintained. Hence, the said rules are not applicable to the Company.

(iii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employee''s state insurance, income-tax, service tax, value added tax, excise duty, cess and any other material statutory dues applicable to it. However there have been slight delay in few cases/ delays in deposit & they have not been serious. Further, as explained to us, the provision regarding duty of customs, sales taxes are presently not applicable to the entity.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee''s state insurance, income tax, service tax, value added tax, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, excise duty on account of any dispute, are as follows:

Name of statute

Nature of Dues

Amount (Rs.)

Period to which Amount relates

Forum where dispute is pending

Central Excise Act, 1944

Excise Duty including penalty

92,58,246

1991-92,1992-93, 1994-95,1995-96

Central Excise & Service Tax Appellate Tribunal (CESTAT)

Central Excise Act, 1944

Penalty

15,000

1998-99,1991-92, 1992-93

Commissioner of Central Excise (Appeal)

Central Excise Act, 1944

Excise Duty

12,68,210

1977-78,1983-84, 1991-92,1992-93

Deputy Commissioner of Central Excise (Appeal)

Income Tax Act, 1961

Income Tax

2,53,21,050

A.Y. 2013-2014

Deputy Commissioner of Income Tax,

CC-6(3) Mumbai

(viii) The Company does not have any loans or borrowings from any financial institutions, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the order is not applicable.

(ix) The Company has neither raised money by way of public issue offer nor has obtained any term loans. Therefore, paragraph 3(ix) of the Order is not applicable to the Company.

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

(xi) According to the information and explanations given to us, managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanation given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the details 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. Therefore, paragraph 3(xiv) of the Order is not applicable to the company.

(xv) As per the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year.

(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W

Amit Hundia

Partner

Membership No.120761

Place: Mumbai

Date: May 30, 2016


Mar 31, 2015

We have audited the accompanying financial statements of Marathon Nextgen Realty Limited ("the Company"), which comprise of the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, 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

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 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 of 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 and ensuring their operating effectiveness and 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 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 as to 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 auditors' 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 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 31,2015, its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the notes to the financial statements:

1. Note No. 10.3 regarding Investments of Rs. 125,02,62,000 return on which would accrue to the Company only on the investee Company generating revenue/profitfrom its activities.

2. Note No. 12.2 regarding the advances given by the Company, wherein the Company is of the opinion that such kind of arrangement will not attract the provisions of Section 185 of the Act.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors' Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 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 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 written representations received from the directors as on March 31,2015, and 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;

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 27 thereon;

(ii) The Company did not have any long-term contracts including derivative contracts. Hence, the question of any material foreseeable losses does not arise;

(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 INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report of even date to the members of Marathon Nextgen Realty Limited on the financial statements for the year ended March 31,2015]

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

(b) During the year, the fixed assets of the Company have been physically verified by the management and as informed, no material discrepancies between the book records and the physical inventory were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory has been physically verified by the management during the year. 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 the nature of its business.

(c) The Company is maintaining proper records of inventory. As informed no material discrepancies were noticed on physical verification carried out during the year.

(iii) As informed, 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. Accordingly, the provisions stated in paragraph 3 (iii)(a) and 3 (iii)(b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(vi) The Central Government of India has prescribed the maintenance of cost records for the products of the Company under sub-section (1) of Section 148 of the Act and the rules framed there under. However, at present the Company does not fall under the criteria for which such records are required to be maintained. Hence, the said rules are not applicable to the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees' state insurance, excise duty, sales tax, wealth tax, service tax, value added tax, cess and any other material statutory dues applicable to it. However, there have been slight delays in case of payment of income tax. Further, As explained to us, the provisions regarding customs duty are presently not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues with respect to income tax, sales tax, wealth tax, service tax, value added tax, duty of excise, and cess, which have not been deposited on account of any dispute except disclosed hereunder:

Name of statute Nature of Dues Amount (Rs.)

Central Excise Act, Excise Duty 92,58,246 1944 including penalty

Central Excise Act, Penalty 15,000 1944

Central Excise Act, Excise Duty 12,68,210 1944

Name of statute Period to which Forum where Amount relates dispute is pending

Central Excise Act, 1991 -92, 1992-93, Central Excise & 1944 1994-95,1995-96 Service Tax Appellate Tribunal (CESTAT)

Central Excise Act, 1998-99 Commissioner of 1944 Central Excise (Appeal)

Central Excise Act, 1977-78, 1983-84, Deputy Commissioner 1944 1990-91,1991-92, of Central Excise 1992-93 (Appeal)

(d) According to the information and explanations given to us, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(viii) The Company does not have accumulated losses at the end of the financial year nor has incurred cash losses in the current and immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. There were no borrowings from financial institutions or debenture holders.

(x) 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.

(xi) The Company has not obtained any term loans.

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

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm Registration NO.103523W

Amit Hundia Partner Membership No.120761 Place: Mumbai Date: May 27, 2015


Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

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 disclosures in the financial statements. The procedures selected depend on the auditors'' 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 reasonable of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Emphasis of Matter

1. We draw attention to Note No. 12 with regard to Investments of Rs 125,02,62,000 return on which would accrue to the Company only on the investee Company reaching the specified profit level.

2. We draw attention to Note no. 14 with regard to the development agreement wherein we are informed that the agreement is still in force. However, the relevant confirmation is yet to be obtained from the party.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report of even date to the members of MARATHON NEXTGEN REALTY LIMITED on the financial statements for the year ended March 31 st, 2014]

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

(b) As explained to us, all fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

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

(ii) (a) The inventory has been physically verified by the management during the year. 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 the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has granted loan to three companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 3,92,88,46,668 and the year-end balance of loans granted to such parties was Rs 3,87,11,45,244.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(c) The loans granted are repayable on demand. As informed, the Company has not demanded repayment of any such loan and interest during the year, thus, there has been no default on the part of the parties to whom the money has been lend. The payment of interest has been regular.

(d) As the Company has not demanded repayment of such loan and interest, there is no overdue amount more than rupees one lakh for the respective amounts.

(e) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions stated in paragraph 4 (iii)(f)and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct weakness in internal control system of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year 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 any deposits from the public within the meaning of Sections 58Aand 58AAof the Act and the rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub- section (1) of Section 209 of the Act and we are of the opinion that prima facie, the prescribed accounts and records are required to be made and maintained.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, excise duty, cess and other materia I statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, excise duty, cess and other undisputed statutory dues were outstanding, as at 31 st March 2014, for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of income tax, sales-tax, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except for the dues in relation to excise duty as disclosed here under:

Period to Forum where Name of statute Nature of Amount which Amount dispute is Dues (Rs.) relates pending

199l-1992, Central Excise Excise Duty 90,83,934 1992-1993 Central Excise & Act, 1944 including 1994-1995, Appellate penalty 1995-1996, Tribunal(CESTAT) 1997-98, 1998-99

Central Excise 1977-78, Deputy Commiss- Act, 1944 Excise Duty 14,62,522 1983-84, ioner of Central 1990-91, Excise (Appeal) through 1992-93 The Employees'' Damages & Provident Funds interest and on delayed 38,83,486 Various Provident Fund Miscellaneous Payment- years Appelate Provisions Act, Employees Tribunal 1952 Provident Fund

Arrears of Employees''State contribution, 8,67,074 Various ES1C Court Insurance Act, damages and years (Appeal) 1948 delayed

payment of interest

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In respect of dealing / trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) 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.

(xvi) In our opinion, the term loans have been applied for the purpose for which the loans were raised.

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

(xviii) According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) The Company has not raised money by way of public issue during the year.

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

For Haribhakti & Co. Chartered Accountants Firm''s Registration No. 103523W

Chetan Desai Partner Membership No. 17000

Place: Mumbai Date: 28th May, 2014


Mar 31, 2011

1. We have audited the attached Balance Sheet of MARATHON NEXTGEN REALTY LIMITED ('the Company') as at March 31,2011 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 ouraudit.

2. We conducted ouraudit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the 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 basisfor our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4and 5 of the said Order.

4. Further to our comments in the paragraph 3 above, we report that:

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

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

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account

iv. In our opinion, the balance sheet, 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.

v. On the basis of the written representations received from the directors, as on March 31,2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31,2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. Without qualifying our opinion, attention is invited to note no.8 (b) of Schedule M of financial statement in respect of a secured loan (lease rent discounting), which is not covered by the value of relevant security, which falls short by its entire amount of Rs. 22,50,82,684.

vii. 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 above mentioned paragraph vi and along with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2011;

b) in the case of the profit and loss account, of the profitfor the year ended on that date; and

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

ANNEXURETO AUDITORS'REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of MARATHON NEXTGEN REALTY LIMITED on the financial statements for theyear ended March 31,2011]

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

(b) The Company needs to have a regular programme of physical verification of its fixed assets, which in our opinion has to be made reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, as represented by the management to us, fixed assets were physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

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

(ii) (a) The inventory has to be physically verified by the management. In our opinion, the frequency of verification has to be made reasonable.

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

(c) On the basis of our examination of the records of the Company, we are of the opinion that the Company needs to strengthen the record keeping and documentation procedures for the inventory. The discrepancies noticed on verification between the physical and book records were not material.

(iii) (a) The Company has granted loan to six companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,65,26,55,516 and the year- end balance of loans granted to such parties was Rs. 2,79,62,15,694.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of aforesaid loan, other than the principle amount, the Company is regular in receipt of interest.

(d) In respect of the aforesaid loans, in the cases where the overdue amount is more than Rupees One lakh, in our opinion, reasonable steps have been taken by the company for the recovery of the principal amounts and interest, whereverapplicable.

(e) As informed, during the year the Company has not taken any loan, secured or unsecured from companies covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, the existing internal control procedures are required to be made adequate with the size of the Company and the nature of its business for the purchase of inventory. As regards, sale of goods and fixed assets, in our opinion, the existing system of internal control is adequate. On the basis of our examination of books and records of the Company, and according to the information and explanations given to us, except in relation of strengthening of internal control over purchase of inventory, there has not been continuing failure to correct major weakness in internal control system. As regards club house operated by the Company, the internal control procedure need to be streamlined and documented.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) According to the information and explanations given to us, the Company does have an internal audit system, which needs to be considerably strengthened.

(viii) TheCentralGovernmentoflndiahasnotprescribedthemaintenanceofcostrecords under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. However, as represented to us, the amount pertaining to employee's state insurance as applicable, has neither been deducted nor deposited by the company with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Period to dues Amount (Rs.) Due Date Date of Which Payment the amount relates

Service Tax Service Tax 5,066 2008-2009 31st March, 2009 -

Income Tax Act, 1961 Interest u/s 234 B 2,02,79,779 2009-2010 30th September, 2010 -

Interest u/s 234 C 1,77,16,814 2009-2010 31st March, 2010 -

Advance income tax 5,96,20,861 2009-2010 31st March, 2010 -

Interest u/s 234 C 19,97,141 2010-2011 15th September 2010 -

Advance income tax 1,80,31,687 2010-2011 31st March, 2011 -

Maharashtra Labour Various dates of Welfare Fund (MLWF) MLWF 15,096 2006-2011 respective - year

During the previous year, the company has created the provision of Rs. 1780,617 on account of service tax liability, which in the opinion of the company is no longer payable. Hence, during the year the same has been written back by the company.

(C) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty and cess which have not been deposited on account of any dispute except for the dues in relation to excise duty as disclosed hereunder:

Forum where

Name of the statute Nature of the dues Amount Rs. Period to which the amount relates dispute is pending

Central Excise Act, 1944 Excise duty 1,30,55,847 1990-91 through 1995-96,1998-99 CESTAT

63,42,042 1990-91,1991-92, 1992-93,1994-95 Commissioner

52,99,705 1977-78,1983-84, 1990-91, through Deputy Commissioner 1992-93,1994-95 through 1997-98

(x) The Company does not have any accumulated losses at the year end. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

(xii) According to the records of the Company and according to the information and explanations provided to us, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, generally the Company did not deal or trade in it. However, on short term basis, surplus funds were invested in mutual fund for which proper records for the transaction and contracts have been maintained and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) In our opinion and according to the information and explanations given to us, the Company has given a guarantee for loans taken by others from banksorfinancial institutions.

(xvi) In our opinion and according to the information and explanation given to us, term loans obtained by the Company, are generally used forthe purpose for which loans were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, by comparing the current year financials with the previous year, we report that funds to the extent of Rs.12,46,29,329 raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotments of equity shares to the parties listed in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year (except to the extent of amounts remaining uncollected) the question of creating security, in respect of debentures, does not arise.

(xx) The Company has not raised any money by way of public issue during the year. Hence the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

For Haribhakti & Co.

Chartered Accountants

Firm's Registration No. 103523W

Chetan Desai

Partner

Membership No. 17000

Place: Mumbai

Date: 30th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of MARATHON NEXTGEN REALTY LIMITED (the Company) as at March 31, 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 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, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give 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 paragraph 3 above, we report that:

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

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

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account

iv. In our opinion, the balance sheet, 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.

v. On the basis of the written representations received from the Directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that 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.

vi. Without qualifying our opinion, attention is invited in respect of a transaction of purchase of leasehold right and ultimate sale of Development Rights to a related party during the previous year. The Company had in the previous year recorded profits aggregating to Rs. 42,56,00,000 in this transaction. During the year the Company has received property in lieu of the net amount of Rs. 39,41,44,372 due from the related party and the value of the property so received has been shown as purchase / stock of finished property.(Refer Note No. 6 of Schedule M).

vii. The adequacy of provision for income tax, which comprises of long term capital gain and business and other income, have been as certified by another Chartered Accountant.

viii. 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 above mentioned paragraph vi, vii, and viii and along with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT [Referred to in paragraph 3 of the Auditors Report of even date to the members of MARATHON NEXTGEN REALTY LIMITED on the financial statements for the year ended March 31, 2010]

I. (a) The Company needs to maintain proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company needs to have a regular programme of physical verification of its fixed assets, which in our opinion has to be made reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, as represented by the management to us, fixed assets were physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

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

ii. (a) The inventory has to be physically verified by the management. In our opinion, the frequency of verification has to be made reasonable.

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

(c) On the basis of our examination of the records of the Company, we are of the opinion that the Company needs to strengthen the record keeping and documentation procedures for the inventory. The discrepancies noticed on verification between the physical and book records were not material.

iii. (a) The Company has granted loan to five companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 426,75,25,034 and the year- end balance of loans granted to such parties was Rs. 309,80,61,113.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(c) The receipt of interest and principal amount is required to be made regular.

(d) In respect of the aforesaid loans, in the cases where the overdue amount is more than Rupees One lakh, in our opinion, reasonable steps have been taken by the Company for the recovery of the principal amounts and interest, wherever applicable.

(e) As informed, the Company has taken unsecured loan, from Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,65,51,775 and the year-end balance of loans taken from such parties was Nil.

iv. In our opinion and according to the information and explanations given to us, the existing internal control procedures are required to be made adequate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets. As regards, sale of goods, in our opinion, the existing system of internal control is adequate. On the basis of our examination of books and records of the Company, and according to the information and explanations given to us, except in relation of strengthening of internal control over purchase of inventory and fixed assets there has not been continuing failure to correct major weakness in internal control system. As regards club house operated by the Company, the internal control procedure need to be streamlined and documented.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. According to the information and explanations given to us, the Company does not have an internal audit system.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Act for any of the products of the Company.

ix. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales- tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

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

Service Tax Service Tax 12,46,224 2009-2010

Income Tax Act, Interest u/s 70,02,596 2007-2008 1961 234 B

Interest u/s 46,68,397 2007-2008 220

Interest u/s 77,40,000 2009-2010 234 C

Advance income 10,69,90,538 2009-2010 tax

Name of the Statue Due Date Date of Payment

Service Tax 31st March, 2010 -

Income Tax Act, 1961 31st March, 2008 -

31st March, 2008 -

15th September, - 2009

15th September, - 2009

© According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty and cess which have not been deposited on account of any dispute except for the dues in relation to excise duty as disclosed hereunder:

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

Central Excise Act, Excise duty 1,30,55,847 1990-91 through 1995-96, 1944 1998-99

63,42,042 1990-91, 1991 -92, 1992-93, 1994-95

52,99,705 1977-78, 1983-84, 1990-91, through 1992-93, 1994-95, through 1997-98

Name of the Statue Forum where dispute is pending

Centarl Excise Act, CESTAT 1944 Commissioner Deputy Commissioner

x. The Company does not have any accumulated losses at the year end. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

xii. According to the records of the Company and according to the information and explanations provided to us, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv. In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, generally the Company did not deal or trade in it. However, on short term basis, surplus funds were invested in mutual fund for which proper records for the transaction and contracts have been maintained and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) 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.

(xvi) In our opinion and according to the information and explanation given to us, out of the term loans obtained by the Company, a sum of Rs. 14,53,00,000 have been applied for the purpose for which loan were raised.

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

(xviii) According to the information and explanations given to us, the Company has not made preferential allotments of equity shares to the parties listed in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year (except to the extent of amounts remaining uncollected) the question of creating security, in respect of debentures, does not arise.

(xx) The Company has not raised any money by way of public issue during the year. Hence the provisions of clause (4) (xx) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

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

For Haribhakti & Co. Chartered Accountants FRN NO.103523W

Chetan Desai

Partner

Membership No. 17000

Place: Mumbai Date : 31st May, 2010

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