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Auditor Report of Omaxe Ltd.

Mar 31, 2016

To the Members of Omaxe Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Omaxe Limited (“the Company”), which comprise the Balance Sheet as at 31 st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation 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 31 March 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s 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 the “Annexure I”, 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

(f) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure II” 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 25,30,31 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.

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

Annexure I to Independent Auditors’ Report (Referred to

in our report of even date)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion and according to information and explanations given to us and on the basis of an examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed which were not material in nature have been properly dealt with in the books of accounts.

(iii) The Company has / had granted loan to five subsidiary companies covered in the register maintained under Section 189 of the Act.

(a) The terms and conditions on which loan has been granted to the subsidiary companies covered in the register maintained under Section 189 of the Act are not, prima facie, prejudicial to the interest of the Company.

(b) The subsidiary companies covered in the register maintained under Section 189 of the Act are regular in payment of principal and interest amount as stipulated.

(c) There are no overdue amounts in respect of loan granted to the subsidiary companies covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) In our opinion and according to the information and explanations given to us, the Company has accepted deposits, in respect of which, directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act 2013 and rules framed there under, to the extent applicable, have been complied with.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under section 148 of the Act, and are of opinion that prima facie, the prescribed accounts and records have been made and maintained, however, we have not made the detailed examination of such cost records.

(vii) (a) According to the information and explanations given

to us and on the basis of our examination of the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, duty of customs, duty of excise, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities with delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, or other applicable material statutory dues which have not been deposited as on March 31, 2016 on account of any dispute except the followings:-

(viii) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders as at the balance sheet date.

Name of Statutes

Nature of Dues

Financial Year to which the matter pertains

Forum where dispute is pending

Amount Outstanding ( Rs. in mio)

Income Tax Act, 1961

Income Tax

2006-07

Income Tax Appellate Tribunal, New Delhi

81.95

Income Tax Act, 1961

Income Tax

2009-10

Income Tax Appellate Tribunal, New Delhi

31.52

Income Tax Act, 1961

Income Tax

2010-11

Commissioner of Income Tax(A), New Delhi

45.67

Income Tax Act, 1961

Tax

Deduction at Source

2012-13

Commissioner of Income Tax(A), New Delhi

0.77

Income Tax Act, 1961

Income Tax penalty

2006-07

Commissioner of Income Tax(A), New Delhi

13.46

U.P VAT Act, 2008

Sales Tax

Jan 2007-March 2008

Commercial Tax Tribunal, Noida

0.63

U.P VAT Act, 2008

Sales Tax

2010-11

Commercial Tax Tribunal, Noida

0.38

Delhi VAT ACT, 2005

Sales Tax

2005-06

Joint/ Deputy Commissioner of Trade & Taxes, Delhi

43.94

Jammu & Kashmir General Sales Tax Act, 1962

Sales Tax

2003-04

Appellate Authority of the Jammu & Kashmir General Sales Tax Act, 1962

0.12

Jammu & Kashmir General Sales Tax Act, 1962

Sales Tax

2004-05

Appellate Authority of the Jammu & Kashmir General Sales Tax Act, 1962

0.45

Haryana Value Added Tax Act, 2003

Sales Tax

2009-10

Punjab & Haryana High Court & Haryana Tax Tribunal, Chandigarh

43.32

Haryana Value Added Tax Act, 2003

Sales Tax

2010-11

Punjab & Haryana High Court & Haryana Tax Tribunal, Chandigarh

130.45

Haryana Value Added Tax Act, 2003

Sales Tax

2011-12

Joint Excise & Taxation Commissioner (Appeal), Faridabad

108.76

Haryana Value Added Tax Act, 2003

Sales Tax

2012-13

Joint Excise & Taxation Commissioner (Appeal), Faridabad

96.27

Finance Act, 1994

Service Tax

2003-04 to 2007-08

Customs, Excise and Service Tax Appellate Tribunal, New Delhi

29.17

(ix) According to the information and explanations given to us, the term loans were generally applied for the purpose for which those are raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.

(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 given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii)According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of Act, where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(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)According to 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 II to Independent Auditors’ Report — 31 March 2016 (Referred to in our report of even date)

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

We have audited the internal financial controls over financial reporting of Omaxe Limited (“the Company”) as at 31st March 2016 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the 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 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:

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

(b) 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

(c) 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 expressing our opinion, we have placed reliance on the study of proper Internal Financial Controls over Financial Reporting by the In-house Internal Audit Team of the Company. Based on the study, as aforesaid and on the basis of test checks performed by us, in our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting but requires more strengthening and such internal financial controls over financial reporting were operating effectively as at 31st March 2016 as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Doogar & Associates Chartered Accountants Firm''s Reg. No. 000561N

Sd/- M.K. Doogar

Place of signature: New Delhi Partner Date: 24th May, 2016 M. No. 080077


Mar 31, 2015

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

Management''s Responsibility for the Standalone Financial Statements

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

Auditor''s Responsibility

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

we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

we conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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.

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 the law have been kept by the Company so far as it appears from our examination of those books.

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 No. 25, 30, 31 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditor''s Report

(Referred to in paragraph 1 under report on Other Legal and Regulatory Requirements of our report of even date to the members of Omaxe Limited on Standalone Financial Statements for the year ended March 31st, 2015)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physically verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) The Company has granted loans to five companies covered in the register maintained under section 189 of the Companies Act, 2013 and the company is regular in receipt of interest and principal amount as stipulated.

(b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the companies listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanation given to us, there is 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 regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) In our opinion and according to the information and explanations given to us, the company has accepted deposits, in respect of which, directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under, to the extent applicable, have been complied with.

(vi) According to the information and explanations given to us, the cost records have been maintained by the company pursuant to section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained, however, we have not made a detailed examination of such cost records.

(vii) (a) According to the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, duty of customs, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2015 on account of any dispute except the followings:-

Name of Statutes Nature of Financial Dues Year to which the matter pertains

Income Tax Act, 1961 Income Tax 2006-07

Income Tax Act, 1961 Income Tax 2008-09

Income Tax Act, 1961 Income Tax 2009-10

Tax Income Tax Act, 1961 Deduction 2012-13 at Source

Income Tax Act, 1961 Income Tax 2007-08 Jan 2007- U.P. VAT Act, 2008 Sales Tax March 2008

U.P. VAT Act, 2008 Sales Tax 2010-11

UTT vat Act, 2005 Sales Tax 2009-10

Delhi vAT ACT, 2005 Sales Tax 2005-06

Jammu & Kashmir General

Sales Tax 2003-04 Sales Tax Act, 1962

Jammu & Kashmir General Sales Tax 2004-05 Sales Tax Act, 1962

2003-04 to Finance Act, 1994 Service Tax 2007-08



Name of Statutes Forum where dispute is pending Amount Outstanding (Rs,in mio)

Income Tax Act, 1961 Income Tax Appellate Tribunal, New Delhi 114.45

Income Tax Act, 1961 Commissioner of Income Tax(A), New 145.42 Delhi

Income Tax Act, 1961 Commissioner of Income Tax(A), New 129.39 Delhi

Income Tax Act, 1961 Commissioner of Income Tax(A), New 0.77 Delhi

Income Tax 1961 Commissioner of Income Tax(A), New 320.96 Delhi

U.P VAT Act, 2008 Commercial Tax Tribunal, Noida 0.63

U.P. VAT Act, 2008 Commercial Tax Tribunal, Noida 0.38

U.TT VAT Act,2005 Deputy Commissioner, Rudrapur 0.49

Delhi VAT ACT 2005 Joint/ Deputy Commissioner of Trade & 43.94 Taxes, Delhi

jAMMU & KASHMIR gENERAL Sales Tax Act,2005 Appellate Authority of the Jammu & 0.09 Kashmir General Sales Tax Act, 1962

Jammu & kashmir General sales Tax Act,1962 Appellate Authority of the Jammu & 0.29 Kashmir General Sales Tax Act, 1962

Finance Act, 1994 Customs, Excise and Service Tax 29.17 Appellate Tribunal, New Delhi

(c) According to the information and explanation given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses as at March 31, 2015 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Bank, Financial Institution and debenture holders as at the balance sheet date.

(x) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries, the terms and conditions whereof are not, prima-facie, prejudicial to the interest of the company.

(xi) According to the information and explanation given to us and records examined by us, the term loans have generally been applied for the purpose for which they were raised.

(xii) During the course of audit carried out and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Doogar & Associates

Chartered Accountants

Firm''s Reg. No. 000561N



Sd/-

M.K. Doogar

Place of signature: New Delhi Partner

Date: 28th May, 2015 M. No. 80077


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 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 Sub-Section (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 director 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.

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

Annexure to the Auditors'' Report (Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of Omaxe Limited on the Financial Statements for the year ended March 31, 2014)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physically verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loan secured or unsecured to any party covered in the register maintained under Section 301 of the Act.

(b) The Company has taken unsecured loan from two companies listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 2,760.07 mio and the year end balance of such loans taken was Rs. 260.07 mio.

(c) According to the information and explanation given to us, the rate of interest,where ever applicable, and other terms and conditions of the loan taken are prima-facie not prejudicial to the interest of the Company.

(d) The principal amount of loan taken with interest is repayable on call. The Company is regular in repayment of principal and interest whenever such call has been made.

(iv) In our opinion and according to the information and explanation given to us, there is 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 regards to the sale of goods and services. During the course of our audit,we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of Section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, 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 ,in respect of deposits, directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under, to the extent applicable, have been complied with .

(vii) The Company has in-house internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii)We have broadly reviewed the cost records maintained by the company pursuant to Companies (Cost Accounting Records) Rules, 2011 as prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima-facie, the prescribed records have been maintained, however we have not made a detailed examination of such records to ascertain whether they are accurate or not.

(ix) (a) According to the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2014 on account of any dispute except the followings:-

Name of Statutes Nature of Financial Year Dues to which the matter pertains

Income Tax Act, 1961 Income Tax 2006-2007

Income Tax Act, 1961 Tax Deduction 2012-2013 at Source

U.P. Trade Tax Act, 1948 Sales Tax March 31, 2012

U.P. VAT Act, 2008 Sales Tax Jan 2007-March 2008

U.P. VAT Act, 2008 Sales Tax March 31, 2011

Delhi VAT Act, 2005 Sales Tax 2005-06

Jammu & Kashmir Sales Tax 2003-2004 General Sales Tax Act, 1962

Jammu & Kashmir Sales Tax 2004-2005 General Sales Tax Act, 1962

Rajasthan VAT Act, 2003 Sales Tax March 31, 2010

Rajasthan VAT Act, 2003 Sales Tax March 31, 2011

Rajasthan VAT Act, 2003 Sales Tax March 31, 2012

Uttaranchal Vat Act, 2005 Sales Tax March 31, 2010

Finance Act, 1994 Service Tax 2003-04 to 2007-08



Name of Statues Forum where dispute is pending Amount Outstanding (Rs. in mio)

Income Tax Act, 1961 Commissioner of Income Tax(A) – III, New Delhi 562.46

Income Tax Act, 1961 Income Tax Appellate Tribunal, New Delhi 1.02

U.P. Trade Tax Act, 1948 Joint Commissioner (Appeal) Trade Tax Range Noida (U.P) 2.32

U.P. VAT Act, 2008 Joint Commissioner (Appeal) Trade Tax Range Noida (U.P) 0.63

U.P. VAT Act, 2008 Joint Commissioner (Appeal) Trade Tax Range Noida (U.P) 0.38

Delhi VAT Act, 2005 Joint/Deputy Commissioner of Trade & Taxes, Delhi 43.94

Jammu & Kashmir General Sales Tax Act, 1962 Appellate Authority Under Section 11 of the 0.09 Jammu & Kashmir General Sales Tax Act, 1962

Jammu & Kashmir General Sales Tax Act, 1962 Appellate Authority Under Section 11 of the 0.29 Jammu & Kashmir General Sales Tax Act, 1962

Rajasthan VAT Act, 2003 Add. Commissioner, Commercial Tax, Division B Bhiwadi. 0.27

Rajasthan VAT Act, 2003 Add. Commissioner, Commercial Tax, Division B Bhiwadi. 0.03

Rajasthan VAT Act, 2003 Commercial Tax Officer, Bhiwadi 0.16

Uttaranchal Vat Act, 2005 Deputy Commissioner, Commercial Tax, Rudrapur 0.71

Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, 29.17 New Delhi

(x) The Company does not have any accumulated losses as at March 31, 2014 and 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 Bank, Financial Institution and debenture holders as at the balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund / society; accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the informing and explanation given to us the Company is not a dealer or trader in securities. The Company has invested some funds in securities. 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 there in. The investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof are not prima-facie prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us and records examined by us, the term loans have generally been applied for the purpose for which they were raised.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, we report that funds raised on a short-term basis, have not been used for long-term investment.

(xviii) The Company has made preferential allotment of preference shares to a Company covered in register maintained under section 301 of the Companies Act, 1956, the terms and conditions thereof are, prima-facie, not prejudicial to the interest of the Company.

(xix) According to the information and explanation given to us, the Company has not issued any debentures during the year.

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

(xxi) During the course of audit carried out and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Doogar & Associates

Chartered Accountants

Firm''s Reg.No.000561N

sd/-

M.K. Doogar

Place of signature: New Delhi Partner

Date: 30th May, 2014 M. No. 80077


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Omaxe 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 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 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 sub-section (3C) of section 211 of the Companies Act, 1956;

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

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

Annexure to the Auditors'' Report

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of Omaxe Limited on the Financial Statements for the year ended 31st March, 2013)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physical verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loan secured or unsecured to any party covered in the register maintained under section 301 of the Act.

(b) The Company has taken unsecured loan from one company listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.200 mio and the year end balance of such loan taken was Rs.200 mio.

(c) According to the information and explanation given to us, the rate of interest and other terms and conditions of the loan taken are prima facie not prejudicial to the interest of the company.

(d) The principal amount of loan taken with interest is repayable on call. The company is regular in repayment of principal and interest whenever such call has been made.

(iv) In our opinion and according to the information and explanation given to us, there is 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 regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, 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, in respect of deposits, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under, to the extent applicable, have been complied with.

(vii) The Company has in-house internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the company pursuant to Companies (Cost Accounting Records) Rules, 2011 as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima-facie, the prescribed records have been maintained, however we have not made a detailed examination of such records to ascertain whether they are accurate or complete.

(ix) (a) According to the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2013 on account of any dispute except the followings:-

Name of Statutes Nature of Financial Year Dues to which the matter pertains

Income Tax Act, 1961 Income Tax 2006-07

Income Tax Act, 1961 Income Tax 2007-08

Punjab General Sales Tax Act, Sales Tax March 31, 2003 1948

Haryana Value Added Tax Act, Sales Tax March 31, 2005 2003

Haryana Value Added Tax Act, Sales Tax March 31, 2006 2003

Haryana Value Added Tax Act, Sales Tax March 31, 2011 2003

U.P Trade Tax Act, 1948 Sales Tax March 31, 2007

U.P Trade Tax Act, 1948 Sales Tax Dec.,2007

U.P VAT Act, 2008 Sales Tax January 2007 to March 2008

U.P VAT Act, 2008 Sales Tax March 31, 2009

U.P VAT Act, 2008 Sales Tax March 31, 2010

U.P. VAT Act, 2008 Sales Tax March 31,2011

Delhi VAT ACT, 2005 Sales Tax 2005-06& 2006- 07

Finance Act, 1994 Service Tax 2003-04 to 2007- 08

Forum where dispute is pending Amount Outstanding (Rs. in mio)

Commissioner of Income Tax (A) – III, New Delhi 854.78

Income Tax Appellate Tribunal, New Delhi 335.84

Deputy Excise & Taxation Commissioner, 1.50 Chandigarh

Joint Excise & Taxation Commissioner (A) 0.79 Faridabad

Joint Excise & Taxation Commissioner (A) 0.70 Faridabad

Joint Excise & Taxation Commissioner (A) 0.62 Faridabad

Joint Commissioner (A), Trade Tax, Range Noida 4.62 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 1.34 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 0.63 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 2.11 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 2.17 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 2.07 (U.P.)

Joint/Deputy Commissioner of Trade & Taxes , 45.09 Delhi Customs, Excise and Service Tax Appellate 29.17 Tribunal, New Delhi

(x) The Company does not have any accumulated losses as at March 31, 2013 and 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 Bank, Financial Institution and debenture holders as at the balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund / society; accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us the Company is not a dealer or trader in securities. The Company has invested some funds in mutual funds and other securities. 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 there in. The investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof are not prima-facie prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us and records examined by us, the term loans have been applied for the purpose for which they were raised.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, we report that funds raised on a short-term basis, have not been used for long-term investment.

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

(xix) According to the information and explanation given to us, the Company has not issued any debentures during the year.

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

(xxi) During the course of audit carried out and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.



For Doogar & Associates

(Firm Regn. No. 000561N)

Chartered Accountants

sd/-

M.K. Doogar

Place of Signature: New Delhi Partner

Date: 30th May, 2013 M. No. 80077


Mar 31, 2011

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor Report) (Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1 956 ("the Act"), and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) In our opinion, the Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with bythis report comply with the Accounting Standards referred to in sub-section (3C) of section211 ofthe Act;

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

iii) On the basis of 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 is 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 Act;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and other notes thereon give the information required by the Act, in the manner so required and give a true and fair view in conformity with the Accounting Principles Generally Accepted in India:

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

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

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

Annexure to Auditors' Report

(Referred to in paragraph 3 of our report of even date to the members of Omaxe Limited on the accounts for the year 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 fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) (a) The inventory includes land, completed real estate projects, project in progress, construction material, development and other rights in identified land. Physical verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) The Company had granted interest bearing unsecured loan to one subsidiary company listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.1800.00 mio and the year-end balance of loan granted to such company was Rs.922.00 mio.

(b) According to the information and explanations given to us, the rate of interest and other terms and conditions of the loan given wherever applicable, are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loan granted to one subsidiary company, the repayment thereof is linked to repayment by the Company to the bank. The Company is regular in repaying the principle and interest amount as stipulated whenever principle & Interest have become due.

(d) The Company has taken unsecured loan from two companies listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.694.58 mio and the year end balance of such loan taken was Rs.339.64 mio.

(e) According to the information and explanation given to us, the rate of interest and other terms and conditions of the loan taken are not prima facie, prejudicial to the interest of the Company.

(f) The principal amount of loan taken along with interest is repayable on call. The Company is regular in repayment of principal and interest whenever such call has been made.

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

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of section 301 of theAct have been soentered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has not accepted deposits from the public with in the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1 975.

(vii) The Company has in house internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii)As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act in respect of the activities of the Company.

(ix) (a) According to the records of the Company, provident fund, employees' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2011 on account of any dispute except the followings:

Name of Statutes Nature of Dues Financial Year to which the matter pertains

Income Tax Act, 1961 Income Tax 2007-08

Income Tax Act, 1961 Income Tax 2007-08

Income Tax Act, 1961 Income Tax 2008-09

Punjab General Sales Sales Tax March 31st, 2003 Tax Act, 1948

Haryana Value Added Sales Tax March 31st, 2005 Tax Act, 2003

Haryana Value Added Sales Tax March 31st, 2006 Tax Act, 2003

Haryana Value Added Sales Tax 2009-10 Tax Act, 2003

U.R Trade Tax Sales Tax March 31 st, 2006 Act, 1948

U.R Trade Tax Sales Tax Dec, 2007 Act, 1948

U.R Trade Sales Tax January 2007 Tax Act, 1948 to March 2008

U.R Trade Tax Sales Tax March 31 st, 2009 Act, 1948

Delhi VAT ACT, Sales Tax 2005-06 2005

Delhi VAT Sales Tax 2006-07 ACT, 2005

Show Cause Service Tax 2004-05 to

Notice Received 2007-08

Show Cause Service Tax 2002-03 to

Notice Received 2007-08

Name of Statutes Forum where dispute Amount is pending Outstanding (Rs. in Mio)

Income Tax Act, 1961 Commissioner of Income 418.82 Tax (A) - III, New Delhi

Income Tax Act, 1961 Deputy Commissioner of 19.73 Income Tax, CIR 51 (1), New Delhi

Income Tax Act, 1961 Deputy Commissioner of 0.04 Income Tax, CIR 51 (1), New Delhi

Punjab General Sales Tax Act, 1948 Deputy Excise & Taxation 1.50 Commissioner, Chandigarh

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation 0.80 Commissioner (A) Faridabad

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation 1.55 Commissioner (A) Faridabad

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation 6.06 Commissioner (A) Faridabad

U.R Trade Tax Act, 1 948 Joint Commissioner (A) 4.90 Trade Tax Range Noida (U.R)

U.R Trade Tax Act, 1 948 Joint Commissioner (A) Trade Tax Range Noida (U.R) 1.38

U.R Trade Tax Act, 1948 Joint Commissioner (A) 0.63 Trade Tax Range Noida (U.R)

U.R Trade Tax Act, 1 948 Joint Commissioner (A) 2.13 Trade Tax Range Noida (U.R)

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner 43.93 of Trade & Taxes, Delhi

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner 0.82 of Trade & Taxes, Delhi

Show Cause Notice Received Show Cause Notice issued by Commissioner Service Tax A.E Delhi 15.00

Show Cause Notice Received Show Cause Notice issued by Commissioner Service Tax A.E Delhi 14.10

(x) The Company does not have any accumulated losses as at March 31, 2011 and 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 Bank, Financial Institution and debenture holders as atthe balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested some funds in mutual funds and other securities. 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 there in. The investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us and records examined by us, the term loans have been applied for the purpose for which they were raised.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, we report that funds raised on a short-term basis, have not been used for long-term investment.

(xviii)The Company has not made preferential allotment of shares to the parties covered in register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the Company has not issued debentures during the year. The Company had created security or charge in respect of debenture issued in prior years which were outstanding during the current year.

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

(xxi) During the course of the audit carried out 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 Doogar & Associates

(Regn. No. - 000561 N)

Chartered Accountants

Sd/-

M.K.Doogar

Partner

(F-80077)

Place: New Delhi

Date: 30th May, 2011












Mar 31, 2010

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

2. We conducted our audit in accordance with the Auditing Standards Generally Accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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 Companies (Auditor Report) (Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ("the Act"), and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) 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 Act;

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

iii) On the basis of 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 director 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 Act;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and other notes thereon give the information required by the Act, in the manner so required and give a true and fair view in conformity with the Accounting Principles Generally Accepted in India:

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

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

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

Annexure to Auditors Report

(Referred to in paragraph 3 of our report of even date to the members of Omaxe Limited on the accounts for the year ended March 31, 2010)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) (a) The inventory includes land, completed real estate projects, project in progress, construction material, development and other rights in identified land. Physical verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) The Company had granted interest bearing unsecured loan to one subsidiary company listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.1800.00 mio and the year-end balance of loan granted to such company was Rs.1800.00 mio.

(b) According to the information and explanations given to us, the rate of interest and other terms and conditions of the loan given wherever applicable, are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loan granted to one subsidiary company, the repayment thereof is linked to repayment by the Company to the bank, which is not yet due. Accordingly, no comments are being offered on timely repayment of principal and interest and on overdue amounts.

(d) The Company has taken unsecured loan from one subsidiary company and three other companies listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 785.67 mio and the year end balance of such loan taken was Rs. 555.27 mio.

(e) According to the information and explanation given to us, the rate of interest and other terms and conditions of the loan taken are not prima facie, prejudicial to the interest of the Company.

(f) The principal amount of loan taken along with interest is repayable on call. The Company has not received any call in respect thereof. Accordingly, no comments are being offered on timely repayment of principal / interest and on overdue amounts.

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

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has complied with the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Act in respect of the activities of the Company.

(ix) (a) According to the records of the Company, provident fund, employees state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2010 on account of any dispute except the followings:

Name of Statutes Nature of Dues Financial Year to which

the matter pertains

Punjab General Sales Tax March 31st, 2003 Sales Tax Act, 1948

Haryana Value Added Sales Tax March 31st, 2004

Haryana Value Added Sales Tax March 31st, 2005 Tax Act, 2003

Haryana Value Added Sales Tax March 31st, 2006 Tax Act, 2003 Haryana Value Added Sales Tax March 31st, 2009 Tax Act, 2003 Haryana Value Added Sales Tax 2009-10 Tax Act, 2003

Delhi VAT ACT, 2005 Sales Tax 2005-06

Delhi VAT ACT, 2005 Sales Tax 2006-07

Himachal Pradesh Sales Tax March 31st 2002 to General Sales Tax Act, 1968 March 31st 2004

Show Cause Notice Service Tax 2004-05 to 2007-08 Received

Show Cause Notice Service Tax 2002-03 to 2007-08 Received

Name of Statutes Forum where dispute Amount is pending outstanding (Rs. in mio)

Punjab General Deputy Excise & Taxation 1.50 Sales Tax Act, 1948 Commissioner, Chandigarh

Haryana Value Added Joint Excise & Taxation 1.12 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 1.73 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 1.55 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 0.09 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 6.06 Tax Act, 2003 Commissioner (A) Faridabad

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner of 43.93 Trade & Taxes, Delhi

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner of 0.82 Trade & Taxes, Delhi

Himachal Pradesh Deputy Excise and Taxation 0.20 General Commissioner (Appeals) Mandi Sales Tax Act, 1968

Show Cause Notice Show Cause Notice issued by 15.00 Received Commissioner Service Tax A.E Delhi

Show Cause Notice Show Cause Notice issued by 14.10 Received Commissioner Service Tax A.E Delhi

(x) The Company does not have any accumulated losses as at March 31, 2010 and 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 Bank, Financial Institution and debenture holders as at the balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund / society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested some funds in mutual funds and other securities. 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 there in. The investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us and records examined by us, the term loans have generally been applied for the purpose for which they were raised.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to the parties covered in register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us and the records examined by us, security or charge has been created in respect of the secured debentures.

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

(xxi) During the course of the audit carried out 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 Doogar & Associates (Regn. No. - 000561N) Chartered Accountants

Sd/- M.K. Doogar Partn er M. No. 80077

Place: New Delhi Date: 27th May, 2010

 
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