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Auditor Report of Oberoi Realty Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Oberoi Realty Limited (''the Company''), which comprise the Balance Sheet as at March 31, 201 6, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 1 34(5) of the Companies Act, 201 3 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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, 201 6 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (1 1) of section 1 43 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 1 43 (3) of the Act, we report that:

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

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

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

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 1 33 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 201 4;

e. on the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 201 6 from being appointed as a director in terms of Section 1 64 (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; and

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 Note 32 A 4 to the 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. there were no amounts, which were required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 under the heading Report on Other Legal and Regulatory Requirements of Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended March 31, 2016, we report that:

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

b. The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventories have been physically verified during the year by management. In our opinion, the frequency of verification is reasonable. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

iii. The Company has granted unsecured interest free loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

a. In our opinion, terms and conditions of the grant of such loans were not, prima facie, prejudicial to the interest of the Company

b. In our opinion and according to the information and explanations given to us, the terms of arrangements do not stipulate any repayment schedule as loans are repayable on demand..

c. There are no overdue amounts in respect of the loans granted to the parties listed in the register maintained under section 1 89 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 1 85 and 1 86 of the Act, with respect to the loans and investments made.

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

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii. a. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues during the year with the appropriate authorities. As on March 31, 201 6, there are no such undisputed dues payable for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, there are no material dues of provident fund, employees state insurance, sales tax, duty of customs, cess and any other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax ,Value Added Tax and Property tax have not been deposited by the Company on account of disputes:

Nature of Nature of the Amount Financial Year to Forum where Statute Dues (Rs. in Lakh) which the amount dispute is pending relates

Service Tax Service Tax and 17.71 2009-10 Customs, Excise and Service Tax penalty Appellate Tribunal, Mumbai

Service Tax Service Tax and 14.36 2008-09 to Additional Commissioner, Service penalty 2011-12 Tax, Mumbai-ll

Service Tax Service Tax and 33.07 2010-11 to Additional Commissioner, service penalty 2013-14 Tax Audit , Mumbai-III

Service Tax Service Tax and 98.38 2014-15 Joint Commissioner, Service Tax penalty , Mumbai-VI

MVAT VAT, Interest and 50.02* 2006-07 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

MVAT VAT, Interest and 144.90* 2007-08 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

MVAT VAT, Interest and 198.06 # 2008-09 MSTAT, Mumbai Penalty

MVAT VAT, Interest and 8.48* 2010-11 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

MVAT VAT, Interest and 178.42* 2011-12 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

Income Tax Income Tax 282.43 2005-06 Income Tax Appellate Tribunal Mumbai

Income Tax Income Tax 129.40 2007-08 Income Tax Appellate Tribunal Mumbai

Income Tax Income Tax 8.53 2008-09 Income Tax Appellate Tribunal Mumbai

Income Tax Income Tax 285.47 2009-10 Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax 38.73 2009-10 Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax and 11.96 2012-13 Assessing officer (CPC Interest TDS),Mumbai

Income Tax Income Tax and 8.89 2013-14 Assessing Officer (CPC TDS) Interest , Mumbai

Income Tax Income Tax and 0.21 2014-15 Commissioner of Income Tax Interest (Appeals)

Income Tax Income Tax and 2.77 2015-16 Commissioner of Income Tax Interest (Appeals)

Municipal Property Tax 2.22 2010-11 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 84.66 2011-12 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 51.01 2012-13 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Nature of Nature of the Amount Financial Year to Forum where Statute Dues (Rs. in Lakh) which the amount dispute is pending relates

Municipal Property Tax 15.52 2013-14 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 39.97 2014-15 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 145.77 2015-16 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 27.28 2011-12 to The Assistant Assessor Taxes 2014-15 and Collector, Assessment Department, M.C.G.M

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Dues Amount Financial Year to Forum where Statute (Rs. in Lakh) which the amount dispute is pending relates

Income Tax Income Tax and Interest 67.76 2001-02 Supreme Court

Income Tax Income Tax and Interest 60.00 2002-03 Supreme Court

Income Tax Income Tax and Interest 415.63 2003-04 Supreme Court

Income Tax Income Tax and Interest 239.32 2004-05 Supreme Court

Income Tax Income Tax 46.68 2006-07 Supreme Court

* a stay order has been received against interest amount of Rs.290.03 Lakh disputed and not deposited.

# net of amount deposited of Rs.30 Lakh.

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

ix. The Company did not raise any money byway of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 1 97 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.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has made private placement of equity shares during the year under review in accordance with the provision of section 42 of the Companies Act and amount raised has been used for the purpose for which the funds were raised..

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 4461 1

Mumbai, April 29,2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Oberoi Realty Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 we are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 control over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of 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 appears from our examination of those books.

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

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

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

f. With respect to the other matters to be included in the Auditor''s Report in accordance with Rules 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 31. A. 4 to the financial statements.

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

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

Annexure referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date i. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

ii. a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

iii. a. The Company has granted unsecured loans to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

b. In our opinion and according to the information and explanations given to us, the receipt of principal and interest, wherever applicable, is regular.

c. There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

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

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

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii. a. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, employees state insurance, income tax, service tax, wealth tax, custom duty, value added tax, sales tax and other material statutory dues during the year with the appropriate authorities. As on March 31,2015, there are no such undisputed dues payable for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of provident fund, employees state insurance, wealth tax, custom duty, sales tax and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax, Property Tax and VAT have not been deposited by the Company on account of disputes:

Nature of Nature of the Amount Financial Year to Statute Dues (Rs. in Lakh) which the amount relates

Service Tax Service Tax 171.82 2008-09 and penalty

Service Tax Service Tax 17.71 2009-10 and penalty

Service Tax Service Tax 14.31 2008-09 and penalty to 2011-12

MVAT VAT, Interest 228.06 2008-09 and Penalty

MVAT Interest 92.49 2009-10 to 2011-12

Income Tax Income Tax 17.02 2005-06

Income Tax Income Tax 129.40 2007-08

Income Tax Income Tax 41.09 2008-09

Income Tax Income Tax 8.53 2008-09

Income Tax Income Tax 213.64 2009-10

Income Tax Income Tax 38.73 2009-10

Income Tax Penalty 45.99 2008-09

Income Tax Income Tax 12.24 2012-13 and Interest

Income Tax Income Tax 7.70 2013-14 and Interest

Income Tax Income Tax 0.19 2014-15 and Interest

Municipal Taxes Property Tax 2.22 2010-11

Municipal Taxes Property Tax 3.45 2011-12

Municipal Taxes Property Tax 131.61 2012-13

Municipal Taxes Property Tax 191.24 2013-14

Municipal Taxes Property Tax 191.24 2014-15

Nature of Statute Forum where dispute is pending

Service Tax Customs, Excise and Service Tax Appellate Tribunal, Mumbai

Service Tax Customs, Excise and Service Tax Appellate Tribunal, Mumbai

Service Tax Additional Commissioner, Service Tax, Mumbai-II

MVAT Commissioner of Sales Tax (Appeal)

MVAT Commissioner of Sales Tax (Appeal)

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Commissioner of Income Tax (Appeals), Mumbai

Income Tax Assessing Officer, Mumbai

Income Tax Assessing Officer, Mumbai

Income Tax Commissioner of Income Tax (Appeals), Mumbai

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Dues Amount Financial Year to Statute (Rs.in Lakh) which the amount relates

Income Tax Income Tax and Interest 1.85 2001-02

Income Tax Income Tax 231.12 2006-07



Nature of Statute Forum where dispute is pending

Income Tax High Court, Mumbai

Income Tax High Court, Mumbai

c. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

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

ix. According to the information and explanations given to us, the Company did not have any outstanding dues to financial institution, banks or debenture holders during the year.

x. According to the information and explanations provided to us and the records examined by us, the Company has given guarantee for loan taken by its subsidiary and joint venture from banks and financial institutions. According to information and explanation given to us, we are of the opinion that terms and conditions of guarantee given is not prejudicial to the interest of the Company.

xi. According to the information and explanations provided to us, the Company did not avail any term loan from bank or financial institution during the year.

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

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 44611

Mumbai, April 30, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Oberoi Realty Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

(b) in the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

ANNEXURE REFERRED TO IN THE AUDITOR''S REPORT (Referred to in paragraph 1 of our report of even date)

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption.

2) The management has conducted physical verification of inventory at reasonable intervals.

In our opinion, 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.

The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

3) The Company has granted interest free loans to eight entities covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount outstanding during the year was H 99,466.25 Lakh and the year-end balance of such loan amounted to H 40,609.97 Lakh.

Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

In our opinion and according to the information and explanations given to us, the receipt of principal is regular.

According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from any of the parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered

Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7) The Company has an internal audit system commensurate with its size and nature of its business.

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

9) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, income tax, service tax, wealth tax, custom duty and other material statutory dues during the year with the appropriate authorities. As on March 31, 2014, there are no undisputed dues payable for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no material dues of provident fund, wealth tax, custom duty and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax and VAT have not been deposited by the Company on account of disputes.

Nature of Nature of the Dues Amount Financial Year to Statute (H in Lakh) which the amount relates

Service Tax Service Tax and penalty 171.82 2008-09

Service Tax Service Tax and penalty 17.71 2009-10

Service Tax Service Tax and penalty 28.56 2008-09 to 2011-12

MVAT Vat Liability 228.06 2008-09

Income Tax Income Tax and Interest 1.73 2001-02

Income Tax Income Tax and Interest 288.56 # 2005-06

Income Tax Income Tax and Interest 129.37 # 2007-08

Income Tax Income Tax and Interest 8.53 # 2008-09

Income Tax Income Tax and Interest 38.73 # 2009-10

Nature of Statute Forum where dispute is pending

Service Tax CESTAT

Service Tax CESTAT

Service Tax Additional Commissioner of Service Tax

MVAT MSTAT

Income Tax ITAT

Income Tax ITAT

Income Tax ITAT Income Tax ITAT

Income Tax CIT-(A)

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 – 2011

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Amount Financial Year to Forum where Statute Dues (H in Lakh) which the amount dispute is pending relates

Income Tax Income Tax and Interest 64.38 2001-02 High Court

Income Tax Income Tax and Interest 56.08 2002-03 High Court

Income Tax Income Tax and Interest 382.02 2003-04 High Court

Income Tax Income Tax and Interest 194.91 2004-05 High Court

Income Tax Income Tax and Interest 283.47 # 2006-07 High Court

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 – 2011

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year

11) Based on our audit procedures and on the basis of information and explanations given by the management the Company has not defaulted in repayment of dues to banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) In our opinion and according to the information and explanations given to us, the Company has maintained proper records and contracts with respect to its investments wherein timely entries of transactions are made. Also, the securities have been held by the company in its own name.

15) According to the information and explanations provided to us and the records examined by us, the Company has given guarantee for loan taken by its joint venture from bank. According to information and explanation given to us, we are of the opinion that terms and conditions of guarantee given is not prejudicial to the interest of the Company.

16) According to the information and explanations given to us, the Company has not borrowed any term loans from banks and financial institutions.

17) According to the information and explanations provided to us and on an overall examination of the records and cash flow statement of the Company, no short-term fund raised utilized for long term purpose during the year.

18) During the year, the Company has not made any preferential allotment of shares to any party and companies covered in the Register maintained under Section 301 of the Companies act, 1956.

19) According to the information and explanations given to us and the records examined by us, during the year the Company has not issued any debentures.

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

21) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 44611

Mumbai, May 10, 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

(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.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE REFERRED TO IN THE AUDITOR''S REPORT

(Referred to in paragraph 1 of our report of even date)

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption.

2) The management has conducted physical verification of inventory at reasonable intervals.

In our opinion, 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.

The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

3) The Company has granted interest free loans to six entities covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 18,711.84 Lakh and the year-end balance of such loan amounted to Rs. 16,334.39 Lakh.

Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

In our opinion and according to the information and explanations given to us, the receipt of principal is regular.

According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from any of the parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7) The Company has an internal audit system commensurate with its size and nature of its business.

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

9) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, income tax, service tax, wealth tax, custom duty, cess and other material statutory dues during the year with the appropriate authorities. As on March 31, 2013, there are no undisputed dues payable for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no material dues of provident fund, wealth tax, custom duty, cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax and Municipal tax have not been deposited by the Company on account of disputes.

Nature of Nature of the Dues Amount Financial Year to Forum where dispute is pending Statute (Rs. in Lakh) which the amount relates

Municipal Taxes Municipal Taxes 4.81 2005-06 The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Service Tax Service Tax and penalty 171.82 2008-09 CESTAT

Service Tax Service Tax and penalty 17.71 2009-10 CESTAT

Income Tax Income Tax and Interest 1.73 2001-02 ITAT

Income Tax Income Tax and Interest 121.82 2005-06# CIT-(A)

Income Tax Income Tax and Interest 129.40 2007-08# CIT-(A)

Income Tax Income Tax and Interest 8.53 2008-09# ITAT

Income Tax Income Tax and Interest 38.73 2009-10# CIT-(A)

Income Tax Income Tax and Interest 271.82 2009-10 CIT-(A)

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 - 2011

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Dues Amount Financial Year to Forum where dispute is pending Statute (Rs. in Lakh) which the amount relates

Income Tax Income Tax and Interest 64.50 2001-02 High Court

Income Tax Income Tax and Interest 54.51 2002-03 High Court

Income Tax Income Tax and Interest 414.28 2003-04 High Court

Income Tax Income Tax and Interest 224.07 2004-05 High Court

Income Tax Income Tax and Interest 277.80 2006-07# High Court

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 - 2011

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year

11) Based on our audit procedures and on the basis of information and explanations given by the management the Company has not defaulted in repayment of dues to banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) In our opinion and according to the information and explanations given to us, the Company has maintained proper records and contracts with respect to its investments wherein timely entries of transactions are made. Also, the securities have been held by the company in its own name.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loan taken by others from banks and financial institutions.

16) According to the information and explanations given to us, the Company has not borrowed any term loans from banks and financial institutions.

17) According to the information and explanations provided to us and on an overall examination of the records and cash flow statement of the Company, there are no short-term loans raised during the year

18) During the year, the Company has not made any preferential allotment of shares to any party and companies covered in the Register maintained under Section 301 of the Companies act, 1956.

19) According to the information and explanations given to us and the records examined by us, during the year the Company has not issued any debentures.

20) The Management has disclosed the end use of money raised by public issue in Note 32. We have verified the same to the extent of utilization by the Company.

21) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 44611

Mumbai, April 19, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of Oberoi Realty Limited as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow statement for the year ended on that date annexed thereto and significant accounting policies and other explanatory information.

Management is responsible for the presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in 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.

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

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

Further to our comments in the Annexure referred to 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, the Statement of Profit and Loss and the Cash Flow statement dealt with by this report are in agreement with the books of account;

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

v) On the basis of written representations received from the directors of the Company, as at March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at March 31, 2012 from being appointed as a director in terms of the provisions of section 274(1) (g) of the Companies Act, 1956.

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

ANNEXURE REFERRED TO IN THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date)

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

In our opinion, the disposal of fixed assets during the year does not Affect the going concern assumption.

2) The management has conducted physical verification of inventory at reasonable intervals.

In our opinion, 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.

The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

3) The Company has granted interest free loan to seven entities covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 31,631.24 Lakh and the year-end balance of such loan amounted to Rs 12,430.55 Lakh.

Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

In our opinion and according to the information and explanations given to us, the receipt of principal is regular.

According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from any of the parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7) The Company has an internal audit system commensurate with its size and nature of its business.

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

9) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, income tax, service tax, wealth tax, custom duty, cess and other material statutory dues during the year with the appropriate authorities. As on March 31, 2012, there are no undisputed dues payable for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no material dues of provident fund, service tax, wealth tax, custom duty, cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax and Municipal tax have not been deposited by the Company on account of disputes.

Name of Nature of the Dues in Lakh Financial year Forum where to which the Dispute is amount related pending

Income Tax Disallowance of Expenses 66.23 2001-02 ITAT claimed / Additions made to Taxable Income

Income Tax Additions made to Taxable 78.60 2002-03 ITAT Income

Income Tax Additions made to Taxable 414.28 2003-04 ITAT Income

Income Tax Additions made to Taxable 224.07 2004-05 ITAT Income

Municipal Taxes Municipal Taxes 4.81 2005-06 The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Income Tax Additions made to Taxable 231.12 2006-07 ITAT Income

Income Tax Disallowance of Expenses 41.09 2008-09 The Commis sioner of Claimed Income Tax (Appeals)

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year

11) Based on our audit procedures and on the basis of information and explanations given by the management the Company has not defaulted in repayment of dues to banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) In our opinion and according to the information and explanations given to us, the Company has maintained proper records and contracts with respect to its investments wherein timely entries of transactions are made. Also, the securities have been held by the Company in its own name.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loan taken by others from banks and financial institutions.

16) According to the information and explanations given to us, the Company has not borrowed any term loans from banks and financial institutions.

17) According to the information and explanations provided to us and on an overall examination of the records and cash flow statement of the Company, there are no short-term loans raised during the year

18) During the year, the Company has not made any preferential allotment of shares to any party and companies covered in the Register maintained under Section 301 of the Companies act, 1956.

19) According to the information and explanations given to us and the records examined by us, during the year the Company has not issued any debentures.

20) The Management has disclosed the end use of money raised by public issue at Note 32. We have verified the same to the extent of utilization by the Company.

21) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. RAJ & CO. Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No.44611

Mumbai, April 25, 2012

 
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