Auditor Report of Sunstar Realty Development Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT

To

The Members of

SUNSTAR REALTY DEVELOPMENT LIMITED Report on the Standalone Financial Statements

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

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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 management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 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 Government of India in terms of sub-section (11) of Section143 of the Act, we give in the “Annexure A”, a statement on the matters Specified in the 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 accounts 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 written representations received from the directors as on March 31, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure 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. There is no pending litigation of the Company.

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

iii. There was no amount required to be transferred, to the Investor Education and Protection Fund by the Company.

With reference to the Annexure A referred to in paragraph 1 in Report on Other Legal & Regulatory Requirement of the Independent Auditor’s 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) As explained to us, fixed assets have been physically verified by the management at reasonable intervals. We have been informed that no material discrepancies were noticed on such physical verification.

(c ) The Company does not have any immovable property.

ii The inventory has been physically verified at reasonable interval by the management. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its business.

iii According to the information and explanation given to us, the company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnership or other parties covered in the Register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3 (iii)(a),(b)and (c) of the order are not applicable to the company and hence not commented upon.

iv According to the information and explanation given to us, the company has complied with the provisions of section 185 & 186 of the Act.

v According to the information and explanation given to us, the company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 or any relevant provisions of the Act and the rules frame there under.

vi The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

vii (a) According to the information and explanations given to us, and on the basis of our examination of the records of the company, amounts deducted /accrued in the books of account in respect of undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and any other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and any other material statutory dues were in arrears, as at 31^st March, 2016 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 which have not been deposited by the company on account of disputes.

viii According to the information and explanation given to us, and based on our examination of records, the company has not availed of any loans from any financial institution or banks and has not issued any debentures.

ix The company did not raise any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year.

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

xi According to the information and explanations given to us and based on the 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 Companies Act.

xii According to the information and explanations given to us, in our opinion the Company is not a Nidhi Company as prescribed under Section 406 of the Act.

xiii According to the information and explanations given to us and based on our examination of records of the company transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, were 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 given to us, and based on our examination of records of the company, the company has not made 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 them.

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

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF SUNSTAR REALTY DEVELOPMENT LIMITED

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 Sunstar Realty Development Limited (“the Company”) as of March 31, 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 (“Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

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 and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

ii. 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

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

For J V Modi & Co.

Chartered Accountants

Firm Registration No.: 137951W

CA J V Modi

Proprietor

Membership No 156821

Place: Mumbai

Date: May 30th, 2016

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Mar 31, 2015

Report on the Financial Statements

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

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors are 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 flow of the company in accordance with the accounting policies 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 provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudence ; and design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the adequacy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

We have taken into accounts 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 rules made thereunder.

We have 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 auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consider 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 system over financial reporting and the operating effectiveness of such control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company’s directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2015, its profit or loss 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 the paragraph 3 and 4 of the order, to the extent applicable.

2. As required by section 143 (3) of the Act, we report that:

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

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

c. The Balance Sheet, 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 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 written representations received from the directors as on 31st March, 2015, 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; and

f. With respect to the other matters to be included in the Auditor’s Reports 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 explanation given to us:

i. The Company does not have any pending litigation which would impact its financial position.

ii. The Company does not have any long term contracts including derivatives 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 TO INDEPENDENT AUDITORS’ REPORT

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal & Regulatory Requirements of the Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

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

b The company has a regular programme of the physical verification of its fixed assets by which all fixed assets are verified in the phased manner. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

b The procedures for the 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 inventories. There was no material discrepancies noticed on verification between the physical stock and the book records.

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

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of the business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

v. According to the information and explanations given to us, the company has not accepted any deposits from the public during the year and accordingly the question of complying with section 73 and 76 of the Companies Act 2013 does not arise.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act for the Company.

vii. a According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees State Insurance, Income- tax, Sales tax, Wealth tax, Service tax, Duty of excise, Value added tax and any other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities.

b According to the information and explanations given to us, no undisputed amounts payable in respect the dues of Provident fund, Employees State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Duty of excise, Value added Tax and any other material statutory were in arrears, as at 31st March 2015, for a period of more than six months from the date they became payable.

c According to the information and explanations given to us there was no amount which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the companies Act, 1956 and rules framed there under.

viii. The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year covered by our Audit and in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the company did not have any outstanding dues to any bank or financial institution or debenture holders.

x. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xi. According to the information and explanations given to us the Company has not taken any term loan during the year.

xii. 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 J V Modi & Co

(Firm Regn No: 137951W)

Chartered Accountants J V Modi

(Proprietor)

Membership No. 156821

Place : Mumbai

Date: 30th May,2015

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Mar 31, 2014

We have audited the accompanying financial statements of ''SUNSTAR REALTY DEVELOPMENT LIMITED'' ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the statement of Profit & Loss Account & the Cash flow Statement for the year 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 cashflows of the company in accordance with the accounting principles generally accepted in India, including the accounting Standards notified under the Companies Act, 1956 read with the General Circular 08/2014 dated 04* April 2014, issued by the Ministry of Corporate Affairs, 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 opiniqn 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 due (raud or error. In m3ting those r|sk assKsments audit Mr confers internal, control relevance he companys preparation and to desig audit procedurM tha( are appropnate arcomstances. but nol for ,he progress of presing an opipion Cornpan/s internal control. An audi, als0 indudes evalua,ing ,„, appropn,temss potaes used and the reasonableness „f ,he accounting estimates made by management as «, as evaluating the overall presented „ the „nancial itatemcnK We evince we have obtained I sufficient and appropriate to pro* a basis for our audi, opinion.

our opinion and to the but of financial statements give the information required by the Companies Act,1956the manner so required and give a true and fair view in conformity with ,he accounting principles generally accepted in India;

a) In the case of- the Balance Sheet, cf the state of affairs of the Company as at March 31 2014;

b) in the case , the Profit and Loss, of the prom of the Company fo, the year ended on the date; and 4 In the case o, the The Cash Flow statement, the cash flow for year ended that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1 As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexe a statement on the makers 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.

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

d) In our opinion, the Balance Sheet, The Statement of Profit and Loss, and The Cash Flow Statement comply with the Accounting Standards notified under the Companies, Act 1956 read with the General Circular 08/2014 dated 04th April 2014, issued by the Ministry of Corporate Affairs.

e) On the basis of written representation 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 of section 274 (l)(g) of the-Companies Act,19S6.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

ANNEXURE TO THE AUDITORS'' REPORT (REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF SUNSTAR REALTY DEVELOPMENT UMITEDAS AT AND FOR THE YEAR ENDED 31st MARCH, 2014)

1 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 during the year and no material discrepancies were identified on such verification.

There was no substantial disposal of Fixed assets during the year.

2 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 explanation 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 has maintained proper records of inventories. As explained to us, there wefe no material discrepancies noticed on physical verification of inventories as compared to the book records,

3 a According to the information and explanations given to us, the company has not granted loans, secured or unsecured to companies firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the order are not applicable to the company and hence not commented upon.

b According to the information and explanations given to us, the company has not taken loans, secured or unsecured from companies firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the order are not applicable to the company and hence not commented upon.

4 In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory and fixed assets and for the sale of inventories. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

5 a In respect of the contract or arrangements referred to in Section 301 of the Companies Act, 1956, in our opinion and according to the information and explanation- given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered. b In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6 The Company has not accepted deposits from public within the purview of section 58-A or Section 58-AA of the Companies Act, 1956

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

8 To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Services rendered by the company.

9 According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted or accrued in the books of accounts in respect of undisputed statutory dues including provident fund, Income Tax, Service Tax and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As explained to us, the company did not have any dues on account of Employees State Insurance, Wealth Tax, Cess and Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, service tax and material statutory dues in arrears, as at 31st March, 2014 for a period of more than six - months from the date on which they become payables due.

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

11 The company did not have outstanding dues in respect of financial institution, bank or debenture holders during the year..

12 According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basic of security by way of pledge of shares, debentures, and other securities.

13 in our opinion, the company is not a chit fund or nidhi/mutual benefit fund/ Society.

14 The Company has is not dealing in shares, securities, debentures and other investments and as such this clause is not applicable.

15 According to the information and explanations given to us, the Company has not given guarantee for loan taken others from banks or financial institutions.

15 The Company did not have any term loans outstanding during the year.

17 According to the information and explanations given to us, and on the basis of an Overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

18 Tne company has not made preferential allotment of shares during the year to parties or companies covered in the register maintained under section 301 of the Companies Act, 2956.

19 The company does not have any outstanding debentures during the year.

20 Tne Company has not raised any money by 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 given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Modi & Co., (Firm Reg No: 137951W) Chartered Accountants

Jasmita Modi

(Proprietor)

Membership No.156821

Place: Mumbai

Date : May 30, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Sun star Realty Development Private Limited ("the Company") as at March 31, 2012 and also the statement of Profit and Loss for the year ended on that day 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 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, or, a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ("the order"), we enclose in the Annexure a statement on the matter specified in paragraphs 4 & 5 of the said order.

4. 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 dealt with by this report are in agreement with the books of account;

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

v. On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Aci, 191)6.

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

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

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

Annexure to Auditors'' Report

(Referred to in our report of even date to the members Sun star Realty Development Private Limited as at and for the year ended 31st March 2012)

i. The company has no fixed asset, hence no record need to be maintained.

ii. The company has no inventories. Hence the Clause 4 ii(a), ii(b) &. ii(c) of the said Order are not applicable to the company.

iii. The company has neither taken nor granted any loan from or to companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, i956. Hence Clause 4 iii(a), iii(b) ,iii(c), iii(d) ,iii(e), iii(f) & iii(g) of the said Order are not applicable to the company.

iv. In our opinion and according to title 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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect

v. Based on the audit procedures applied by us and accordion to die information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301.Hence the Clause 4 v(a) & v(b) are not applicable to the company.

vi. 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 and the rules framed -thorn under. Therefore, the provisions of clause (vi) of paragraph 4 of the Older are not applicable to the Company.

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

viii. The Central Government has not prescribed maintenance of cost records in terms of section 209(1) (d) of the Companies Act, 1956.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax and other statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

x. The company has no accumulated loss. The company has not incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

xi. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution or bank.

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

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

xiv. According to the information and explanations given to us, the company is not a dealer in shares, securities, debenture and other investments. However the Company has made investment in shares of Private limited companies and has maintained proper records of the transactions and contracts and timely entries have been made therein.

xv. The company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. The company has not raised any term loans during the year.

xvii. The company has not used short-term funds for long-term investment during the year.

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

xix. During the period covered by our audit report, the company has not issued any debentures.

xx. The Company has not raised any monies by way of public issue during the year.

xxi. Based upon the audit procedures performed and information and explanations given 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 S R RATHI & ASSOCIATES

Fir Registration no :111908W

Chartered Accounts



SHRIGOPAL ramprasad RATHI

Place: Mumbai Proprietor

Date 01.09.2011 Membership No.045302





S. R. RATHI S.R. RATHI & ASSOCIATES

B. Sc., F.C.A CHARTERED ACCOUNTANTS

42/3 Jawalinr Nagar. Road No 4,

Gorcgaon (VV), Mumbai

Tel: [phone].