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Auditor Report of Sunteck Realty Ltd.

Mar 31, 2023

Sunteck Realty Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

1. We have audited the accompanying standalone financial statements of Sunteck Realty Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

4. We draw attention to Note 58 to the accompanying standalone financial statements, which describes the uncertainties relating to recoverability of '' 1,402.73 lakhs as at 31 March 2023, from a partnership firm (''firm''), included in other non-current financial assets, in which the Company was associated as a partner till 6 October 2020. On account of certain disputes with the other partner of the firm, the Company had initiated arbitration proceedings against the other partner which was decided in favour of the Company on 4 May 2018 but has been challenged by the other partner before the Hon''ble Bombay High Court. Further, as described in the said note, the financial statements of the firm are not available with the Company and therefore, the Company''s share of profit/ (loss) for the period from 2015 till 6 October 2020 has not been accounted by the management for preparation of the accompanying Statement, however the management is of the view that the impact of such share of profit/ (loss) would not be material to the accompanying Statement since there were no operations in the firm during the aforesaid period. Basis the favourable arbitration award and the legal opinion obtained, the management believes that the aforesaid balances are fully recoverable and hence, no provision for impairment is required to be recognised in respect of such balances as at 31 March 2023. Our opinion is not modified in respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matters	How our audit addressed the key audit matters
(i) Revenue recognition for real estate development contracts
The accounting policies relating to revenue recognition	Our audit procedures on revenue recognised from real
is set out in Note 2(d) to the standalone financial	estate development contracts included, but were not
statements.	limited to the following:
As per the principles of Ind AS 115-''Revenue from	â¢ Evaluated the appropriateness of the Company''s
Contracts with Customers'' (Ind AS 115), revenue	accounting policy for revenue recognition from real
from sale of residential/ commercial properties is	estate development contracts in accordance with
recognized when the performance obligations are	Ind AS 115;
essentially complete and it is probable that the	â¢ Obtained an understanding of the systems,
economic benefits will flow to the Company.	processes and controls implemented by the
Revenue from real-estate contracts for some projects	management for recording and calculating revenue;
is recognised over a period of time (using percentage	â¢ Assessed the design and implementation of key
of completion method), if the necessary conditions/	controls over the recognition of contract revenue,
obligations as mentioned in the Ind AS 115 are	completeness and accuracy of cost and revenue
satisfied, in all other cases, revenue is recognized at	reports generated from the system and tested the
the point in time when the control over the property	operating effectiveness of these controls;
has been transferred to the buyer. Significant level	â¢ On a sample basis inspected the underlying
of judgement is required in identifying contract	customer contracts to understand the contractual
obligations and whether these obligations are satisfied	terms whereby ownership rights will be transferred
over a period of time or at the point in time. Further, for	to the unitholders and assessed appropriateness of
determining revenue using percentage of completion	management''s evaluation of determining revenue
method, budgeted project cost is a critical estimate,	recognition from sale of real estate property at a
which is subject to inherent uncertainty as it requires	point in time or over time in accordance with the
ascertainment of progress of the project, cost incurred	requirements under Ind AS 115;
till date and balance cost to be incurred to complete	â¢ Reviewed the management''s budgeting system and
the project.	process of calculating the cost to be incurred for
Considering the significance of management	completing the remaining performance obligations,
judgement involved as mentioned above, and the	which has been reviewed periodically and approved
materiality of amounts involved, revenue recognition	by appropriate levels of management;
was identified as a key audit matter for the current year	â¢ Compared the aggregate project cost (including
audit.	costs incurred) with costs of similar projects; â¢ Verified the possession letters issued on sample basis along with the proof of deliveries; â¢ Verified of the collection from customers for the units sold from the statement of accounts on a sample basis to ensure receipt of substantial sales consideration; â¢ Performed a retrospective review of costs incurred with budgeted costs to identify significant variations and verify whether those variations have been considered in estimating the remaining costs to complete the project; â¢ Tested revenue recognition for cut-off transactions on sample basis to assess whether the timing of revenue recognition is appropriate; and â¢ Assessed the adequacy of disclosures included in financial statements, as specified in Ind AS 115.

Key audit matters	How our audit addressed the key audit matters
(ii) Carrying values of inventories
The accounting policies for Inventories are set out in Note 2(j) to the standalone financial statements. Inventory of the Company comprise of completed real estate units and construction work in progress of ongoing projects. Inventory is valued at cost and net realisable value (NRV), whichever is less. NRV is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale and estimated costs of completion (in case of construction work-in- progress). The inventory of finished goods and construction work-in- progress is not written down below cost when completed flats/ under-construction flats /properties are expected to be sold at or above cost. The cost includes direct and indirect expenditure relating or incidental to construction activity. Various estimates such as prevailing market conditions, stage of completion of the projects, future selling price, selling costs and cost to complete projects are necessary to derive NRV. Refer Note 11 in respect of construction work-in-progress of '' 57,646.91 lakhs, land and development rights of '' 1,328.60 lakhs and completed units of '' 2,590.38 lakhs to the standalone financial statements. Considering the significance of management judgement involved as mentioned above, and the materiality of amounts involved, impairment of inventories was identified as a key audit matter for the current year audit.	Our audit included, but was not limited to, the following procedures: â¢ Obtained an understanding of the management process for identification of possible impairment indicators and process performed by the management for impairment testing and the management process of determining the Net Realisable Value (NRV); â¢ Enquired of the management and inspected the internal controls related to inventory valuation along with the process followed to recover/adjust these and assessed whether impairment is required; â¢ Tested the operating effectiveness of controls for the review of estimates involved for the expected cost of completion of projects including construction cost incurred construction budgets and net realisable value. We carried out a combination of procedures involving enquiry and observation, and inspection of evidence in respect of operation of these controls; â¢ Where the management involved specialists to perform valuations, evaluated the objectivity and independence of those specialists; â¢ Compared NRV with recent sales or estimated selling price and also checked the general selling costs; â¢ Compared the estimated construction costs to complete each project with the Company''s updated budgets. Re-computing the NRV, on a sample basis, to test inventory units are held at the lower of cost and NRV; and â¢ Assessed the appropriateness and adequacy of the disclosures made by the management for the impairment losses in accordance with applicable accounting standards.
(iii) Recoverability of carrying value of investment in/ loan to subsidiaries and joint ventures
The accounting policies for carrying value of investment in subsidiaries and joint ventures are set out in Note 2(aa) to the standalone financial statements. The Company''s investment portfolio represents a significant portion of the Company''s total assets, which primarily consists of investments in equity instruments of subsidiaries and joint ventures. The aforesaid investments are valued at cost less accumulated impairment losses, if any. The investments are assessed for impairment at each reporting date.	Our audit included, but was not limited to, the following procedures: â¢ Obtained an understanding of the management process for identification of impairment indicators for assessing the recoverability of the carrying value of investment in/loan to subsidiaries and joint ventures; â¢ Assessed the appropriateness of the relevant accounting policies of the Company, including those relating to recognition and measurement of investments by comparing with the applicable accounting standards; â¢ Evaluated the design and implementation and tested the operating effectiveness of controls over the Company''s process of impairment assessment and approval of forecasts;

Key audit matters	How our audit addressed the key audit matters
The Company''s non-current investments include	â¢	Assessed the valuation methods used, financial
investments in Sunteck Lifestyle International Private		position of the subsidiaries, joint ventures and an
Limited (SLIPL), a subsidiary, of '' 26,097.78 lakhs.		associate to identify excess of their net assets over
SLIPL, which had further acquired 50% share in joint		their carrying amount of investment by the Company
venture (JV) company, GGICO Sunteck Limited		and assessing profit history of those subsidiaries and
(GGICO), through its wholly owned subsidiary,		joint ventures;
Sunteck Lifestyle Limited (SLL), for development of real-estate project in Dubai. Further, the Company''s other non-current financial assets include receivables	â¢	For the investments where the carrying amount exceeded the net asset value, understanding from
from SLL aggregating '' 584.49 lakhs. SLL has incurred losses and net-worth has been partially eroded due to delay in development of projects by the GGICO on account of certain disputes with other JV partner. SLL	â¢	the Company regarding the basis and assumptions used for the projected profitability; Verified the inputs used in the projected profitability; Tested the assumptions and understanding the
has initiated arbitration against the other JV partner	_â¢
before London Court of International Arbitration		forecasted cash flows of subsidiaries and joint
(LCIA) for which a partial award has been passed by LCIA in favour of SLL. Further, the other JV partner has also initiated the arbitration proceedings before LCIA against the Company and SLL, which is currently pending before LCIA, as further explained in Note 60	_â¢	ventures based on our knowledge of the Company and the markets in which they operate; Assessed the comparability of the forecasts with historical information; Analysed the possible indications of impairment
to the standalone financial statements.	_â¢
to the standalone financial statements.	_â¢	and understanding Company''s assessment of those
The assessment of recoverable amount of the		indications;
Company''s investment from subsidiaries and joint ventures is considered as significant risk area in	_â¢	Read and evaluated the litigation related documents
view of the materiality of the amounts involved,		and obtained an understanding of the current status
judgements involved in determining of impairment/		of the disputed case; and
recoverability of the carrying value of the investment	_â¢	Assessed the appropriateness of the Company''s
from subsidiaries and joint ventures, which includes		description of the accounting policy and disclosures
assessment of conditions and financial indicators of		in respect of the investment in subsidiaries and joint
the investee, such as current projects, expected sales,		ventures (including interest accrued) and whether
future business plan, upcoming projects and the		these are adequately presented in the standalone
recoverability of certain investments.		financial statements.
We focused on this area as a key audit matter due to significant risk and judgement involved in forecasting future cash flows and the selection of assumptions.
Considering this matter is fundamental to the understanding of the user of standalone financial statement, we draw attention to Note 60 of the standalone financial statements, regarding the Company''s non-current investment in a subsidiary company, Sunteck Lifestyle International Private Limited.

Information other than the Financial Statements and Auditor''s Report thereon

7. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

8. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of 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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. 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.

9. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

12. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

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

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

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

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

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

Report on Other Legal and Regulatory Requirements

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

17. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) 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.

18. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 of the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) The matter described in paragraph 4 under the Emphasis of Matter and paragraph 6(iii) under Key Audit Matters in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Notes 37.1,38(ii), (iii), 58 and 60 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in

Note 55(i)(I) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in Note 55(i)(II) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31 March 2023 in respect of such

dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend,

b. As stated in Note 46(b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2023 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

c. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner

Membership No.: 109632

UDIN: 23109632BGXEBM2163

Place: Mumbai

Date: 26 May 2023

Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

1. We have audited the accompanying standalone financial statements of Sunteck Realty Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

Emphasis of Matter

4. We draw attention to Note 59 to the accompanying standalone financial statements, which describes the uncertainties relating to recoverability of '' 1,402.73 lakhs as at 31 March 2022, from a partnership firm (''firm''), included in other non-current financial assets, in which the Company was associated as a partner till 6 October 2020. On account of certain disputes with the other partner of the firm, the Company had initiated arbitration proceedings against the other partner which was decided in favour of the Company on 4 May 2018 but has been challenged by the other partner before the Bombay High Court. Further, as described in the said note, the financial statements of the firm are not available with the Company and therefore, the Company''s share of profit/ (loss) for the period from 2015 till 6 October 2020 has not been accounted by the management for preparation of the standalone financial statements, however the management is of the view that the impact of such share of profit/(loss) would not be material to the accompanying standalone financial statements since there are no operations in the partnership firm during the aforesaid period. Basis the favourable arbitration award and the legal opinion obtained, the management believes that the aforesaid balances are fully recoverable and hence, no provision for impairment is required to be recognised in respect of such balances as at 31 March 2022. Our opinion is not modified in respect of this matter.

Key Audit Matters

6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matters	How our audit addressed the key audit matters
(i) Revenue recognition for real estate development contracts
The accounting policies relating to revenue	Our audit procedures on revenue recognised from real
recognition is set out in Note 2(d) to the standalone	estate development contracts included, but were not
financial statements.	limited to the following:
As per the principles of Ind AS 115-''Revenue from	â¢ Evaluated the appropriateness of the Company''s
Contracts with Customers'' (Ind AS 115), revenue	accounting policy for revenue recognition from real
from sale of residential/ commercial properties	estate development contracts in accordance with Ind
is recognized when the performance obligations	AS 115;
are essentially complete and it is probable that the	â¢ Obtained an understanding of the systems, processes
economic benefits will flow to the Company.	and controls implemented by the management for
Revenue from real-estate contracts for some	recording and calculating revenue;
projects is recognised over a period of time	â¢ Assessed the design and implementation of key
(using percentage of completion method), if the	controls over the recognition of contact revenue,
necessary conditions/obligations as mentioned	completeness and accuracy of cost and revenue
in the Ind AS 115 are satisfied, in all other cases,	reports generated from the system and tested the
revenue is recognized at the point in time when	operating effectiveness of these controls;
the control over the property has been transferred	â¢ On a sample basis inspected the underlying customer
to the buyer. Significant level of judgement is	contracts to understand the contractual terms whereby
required in identifying contract obligations and	ownership rights will be transfer to the unitholders
whether these obligations are satisfied over a	and assessed appropriateness of management''s
period of time or at the point in time. Further,	evaluation of determining revenue recognition from
for determining revenue using percentage of	sale of real estate property at a point in time or over
completion method, budgeted project cost is	time in accordance with the requirements under Ind
a critical estimate, which is subject to inherent	AS 115;
uncertainty as it requires ascertainment of progress	â¢ Reviewed the management''s budgeting system and
of the project, cost incurred till date and balance	process of calculating the cost to be incurred for
cost to be incurred to complete the project.	completing the remaining performance obligations,
Considering the significance of management	which has been reviewed periodically and approved
judgement involved as mentioned above, and	by appropriate levels of management;
the materiality of amounts involved, revenue	â¢ Compared the aggregate project cost (including
recognition was identified as a key audit matter for	costs incurred) with costs of similar projects;
the current year audit.	â¢ Verified the possession letters issued on sample basis along with the proof of deliveries; â¢ Verified the collection from customers for the units sold from the statement of accounts on a sample basis; â¢ Performed a retrospective review of costs incurred with budgeted costs to identify significant variations and verify whether those variations have been considered in estimating the remaining costs to complete the project; â¢ Tested revenue recognition for cut-off transactions on sample basis to assess whether the timing of revenue recognition is appropriate; and â¢ Assessed the adequacy of disclosures included in financial statements, as specified in Ind AS 115.

Key audit matters	How our audit addressed the key audit matters
(ii) Carrying values of inventories
The accounting policies for Inventories are set out	Our audit procedures included, but was not limited to, the
in Note 2(j) to the standalone financial statements.	following procedures:
Inventory of the Company comprise of completed	â¢	Obtained an understanding of the management
real estate units, construction work in progress		process for identification of possible impairment
of ongoing projects and land and development		indicators and process performed by the management
rights. Inventory is valued at cost and net realisable		for impairment testing and the management process
value (NRV), whichever is less.		of determining the Net Realisable Value (NRV);
NRV is the estimated selling price in the ordinary	â¢	Enquired of the management and inspected the
course of business, less estimated costs necessary		internal controls related to inventory valuation along
to make the sale and estimated costs of completion		with the process followed to recover/adjust these and
(in case of construction work-in- progress). The		assessed whether impairment is required;
inventory of finished goods and construction work-in- progress is not written down below cost	â¢	Tested the operating effectiveness of controls for the review of estimates involved for the expected cost of
when completed flats/ under-construction flats		completion of projects including construction cost
/properties are expected to be sold at or above		incurred construction budgets and net realisable
cost.		value. We carried out a combination of procedures
The cost includes direct and indirect expenditure		involving enquiry and observation, and inspection of
relating or incidental to construction activity. Various estimates such as prevailing market conditions,		evidence in respect of operation of these controls;
	_â¢	Where the management involved specialists to
stage of completion of the projects, future		perform valuations, evaluated the objectivity and
selling price, selling costs and cost to complete projects are necessary to derive NRV. Refer Note		independence of those specialists;
10 in respect of construction work-in-progress of	_â¢	Compared NRV with recent sales or estimated selling
'' 42,671.75 lakhs, land and development rights of		price and also checked the general selling costs;
'' 1,328.60 lakhs and completed units of '' 664.09	_â¢	Compared the estimated construction costs to
lakhs to the standalone financial statements.		complete each project with the Company''s updated
Considering the significance of management		budgets. Re-computing the NRV, on a sample basis,
judgement involved as mentioned above, and the		to test inventory units are held at the lower of cost and
materiality of amounts involved, impairment of		NRV; and
was identified as a key audit matter for the current	_â¢	Assessed the appropriateness and adequacy of
year audit.		the disclosures made by the management for the impairment losses recognized in accordance with applicable accounting standards.

Key audit matters	How our audit addressed the key audit matters
(iii) Recoverability of carrying value of investment in/ loan to subsidiaries and joint ventures
The accounting policies for carrying value of	Our audit included, but was not limited to, the following
investment in subsidiaries and joint ventures are	procedures:
set out in Note 2(aa) to the standalone financial	â¢ Obtained an understanding of the management
statements.	process for identification of impairment indicators for
The Company''s investment portfolio represents a	assessing the recoverability of the carrying value of
significant portion of the Company''s total assets,	investment in/loan to subsidiaries and joint ventures;
which primarily consists of investments in equity	â¢ Assessed the appropriateness of the relevant
instruments of subsidiaries and joint ventures	accounting policies of the Company, including
The aforesaid investments are valued at cost less accumulated impairment losses, if any. The	those relating to recognition and measurement of investments by comparing with the applicable
investments are assessed for impairment at each reporting date.	accounting standards; â¢ Evaluated the design and implementation and tested
The Company''s non-current investments include	the operating effectiveness of controls over the Company''s process of impairment assessment and
investments in Sunteck Lifestyle International	approval of forecasts;
Private Limited (SLIPL), a subsidiary, of '' 25,976.02	â¢ Assessed the valuation methods used, financial
lakhs. SLIPL, which had further acquired 50%	position of the subsidiaries, joint ventures and an
share in joint venture (JV) company, GGICO	associate to identify excess of their net assets over
Sunteck Limited (GGICO), through its wholly	their carrying amount of investment by the Company
owned subsidiary, Sunteck Lifestyle Limited (SLL),	and assessing profit history of those subsidiaries and
for development of real-estate project in Dubai.	joint ventures;
Further, the Company''s other non-current financial assets include receivables from SLL aggregating '' 775.09 lakhs. SLL has incurred losses and net-worth has been partially eroded. Development	â¢ For the investments where the carrying amount exceeded the net asset value, understanding from the Company regarding the basis and assumptions used for the projected profitability;
of the project by GGICO has been delayed on account of certain disputes with the other JV	â¢ Verified the inputs used in the projected profitability;
partner and SLL has initiated arbitration against the	â¢ Tested the assumptions and understanding the
other partner which is currently pending before	forecasted cash flows of subsidiaries and joint
London Court of International Arbitration (LCIA).	ventures based on our knowledge of the Company
Further, the other JV partner has also initiated	and the markets in which they operate;
the arbitration proceedings before LCIA against	â¢ Assessed the comparability of the forecasts with
the Company and SLL, which has been admitted	historical information;
by LCIA. In the arbitration initiated by SLL, partial	â¢ Analysed the possible indications of impairment
award has been given by the Tribunal, LCIA, as	and understanding Company''s assessment of those
further explained in Note 63.	indications;
The assessment of recoverable amount of the	â¢ Read and evaluated the litigation related documents
Company''s investment from subsidiaries and	and obtained an understanding of the current status
joint ventures is considered as significant risk	of the disputed case; and
area in view of the materiality of the amounts involved, judgements involved in determining of	â¢ Assessed the appropriateness of the Company''s description of the accounting policy and disclosures
impairment/ recoverability of the carrying value	in respect of the investment in subsidiaries and joint
of the investment from subsidiaries and joint ventures, which includes assessment of conditions	ventures (including interest accrued) and whether these are adequately presented in the standalone
and financial indicators of the investee, such as current projects, expected sales, future business plan, upcoming projects and the recoverability of certain investments.	financial statements.

Key audit matters	How our audit addressed the key audit matters
We focused on this area as a key audit matter due to significant risk and judgement involved in forecasting future cash flows and the selection of assumptions.
Considering this matter is fundamental to the understanding of the user of standalone financial statements, we draw attention to Note 63 of the standalone financial statements, regarding the Company''s non-current investment in a subsidiary company, Sunteck Lifestyle International Private Limited.

Information other than the Financial Statements and Auditor''s Report thereon

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements

10. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

Report on Other Legal and Regulatory Requirements

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

18. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to

the extent applicable, that:

b) I n 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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) The matter described in paragraph 4 under the Emphasis of Matter and paragraph 6(iii) under Key Audit Matters section in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of section 164(2) of the Act;

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

i. the Company, as detailed in Notes 38(i), 38(ii), 38(iii), 59 and 63 to the standalone financial statements, has disclosed the impact of pending litigation on its financial position as at 31 March 2022;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2022;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2022;

iv. a. The management has represented that, to the best of its knowledge and belief, other than as

disclosed in Note 56(i) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, other than as disclosed in Note 56(i) to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our attention that causes us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31 March 2022 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b. As stated in Note 46(b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2022 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner

Membership No.: 109632

UDIN: 22109632AJYBCZ7345

Place: Mumbai

Date: 30 May 2022

Mar 31, 2021

To the Members of Sunteck Realty LimitedREPORT oN THE AuDIT of THE STANDALoNE FINANCIAL STATEMENTS opinion

1. We have audited the accompanying standalone financial statements of Sunteck Realty Limited (''the Company''), which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs of the Company as at 31st March, 2021, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matters

4. We draw attention to:

i. Note 57 to the accompanying standalone financial statements regarding uncertainties relating to recoverability of ''Other non-current financial assets'' aggregating '' 1,402.73 lakhs as at 31st March, 2021 from a partnership firm (''firm''), in which the Company was associated as a partner till 6th October, 2020. On account of certain disputes with the other partner of the firm, the Company had initiated arbitration proceedings against the other partner which was decided in favour of the Company on 4th May, 2018 but has been challenged by the other partner before the Bombay High Court. Further, as described in the said note, the financial statements of the firm are not available with the Company and therefore, the Company''s share of profit/(loss) for the period from 2015 till 6th October, 2020 has not been accounted by the management for preparation of the standalone financial statements, however the management is of the view that the impact of such share of profit/(loss) would not be material to the accompanying standalone financial statements since there are no operations in the partnership firm during the aforesaid period. Basis the favourable arbitration award and the legal opinion obtained, the management believes that the aforesaid balances are fully recoverable and hence, no provision for impairment is required to be recognised in respect of such balances as at 31st March, 2021.

ii. Note 60 to the accompanying standalone financial statements, which describes the uncertainties relating to the outbreak COVID-19 pandemic and management evaluation of its impact on the Company''s operations and on the accompanying standalone financial statements of the Company as at 31st March, 2021, the extent of which is significantly dependent on future developments.

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

Key Audit Matters

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

6. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters	How our audit addressed the key audit matters
(i) Revenue recognition for real estate development contracts
The accounting policies relating to revenue recognition	Our audit procedures on revenue recognised from real estate
is set out in Note 2(d) to the standalone financial	development contracts included, but were not limited to the
statements.	following:
As per the principles of Ind AS 115 -''Revenue from	â¢ Evaluated the appropriateness of the Company''s
Contracts with Customers'' (Ind AS 115), revenue	accounting policy for revenue recognition from real
from sale of residential/ commercial properties is	estate development contracts in accordance with Ind AS
recognized when the performance obligations are	115;
essentially complete and it is probable that the	â¢ Obtained an understanding of the systems, processes
economic benefits will flow to the Company.	and controls implemented by the management for
Revenue from real-estate contracts for some projects	recording and calculating revenue;
is recognised over a period of time (using percentage	â¢ Assessed the design and implementation of key controls
of completion method), if the necessary conditions/	over the recognition of contact revenue, completeness
obligations as mentioned in the Ind AS 115 are	and accuracy of cost and revenue reports generated
satisfied, in all other cases, revenue is recognized at	from the system and tested the operating effectiveness of
the point in time when the control over the property	these controls;
has been transferred to the buyer. Significant level	â¢ On a sample basis inspected the underlying customer
of judgement is required in identifying contract	contracts to understand the contractual terms whereby
obligations and whether these obligations are satisfied	ownership rights will be transfer to the unitholders and
over a period of time or at the point in time. Further, for	assessed appropriateness of management''s evaluation of
determining revenue using percentage of completion	determining revenue recognition from sale of real estate
method, budgeted project cost is a critical estimate,	property at a point in time or over time in accordance
which is subject to inherent uncertainty as it requires ascertainment of progress of the project, cost incurred	with the requirements under Ind AS 115;
till date and balance cost to be incurred to complete	â¢ Reviewed the management''s budgeting system and
the project.	process of calculating the cost to be incurred for completing the remaining performance obligations,
Considering the significance of management	which has been reviewed periodically and approved by
judgement involved as mentioned above, and the materiality of amounts involved, revenue recognition	appropriate levels of management;
was identified as a key audit matter for the current year	â¢ Compared the aggregate project cost (including costs
audit.	incurred) with costs of similar projects; â¢ Verified the possession letters issued on sample basis along with the proof of deliveries; â¢ Verified of the collection from customers for the units sold from the statement of accounts on a sample basis to ensure receipt of substantial sales consideration; â¢ Performed a retrospective review of costs incurred with budgeted costs to identify significant variations and verify whether those variations have been considered in estimating the remaining costs to complete the project; â¢ Tested revenue recognition for cut-off transactions on sample basis to assess whether the timing of revenue recognition is appropriate; and â¢ Assessed the adequacy of disclosures included in financial statements, as specified in Ind AS 115.

Key audit matters	How our audit addressed the key audit matters
(ii) Carrying values of inventories
The accounting policies for Inventories are set out in	Our audit procedure included, but was not limited to, the
Note 2(j) to the standalone financial statements.	following procedures:
Inventory of the Company comprise of completed	â¢	Obtained an understanding of the management process
real estate units and construction work in progress of		for identification of possible impairment indicators and
ongoing projects. Inventory is valued at cost and net		process performed by the management for impairment
realisable value (NRV), whichever is less.		testing and the management process of determining the
NRV is the estimated selling price in the ordinary		Net Realisable Value (NRV);
course of business, less estimated costs necessary to	â¢	Enquired of the management and inspected the internal
make the sale and estimated costs of completion (in		controls related to inventory valuation along with the
case of construction work-in- progress). The inventory		process followed to recover/adjust these and assessed
of finished goods and construction work-in- progress		whether impairment is required;
is not written down below cost when completed flats/	â¢	Tested the operating effectiveness of controls for the
under-construction flats /properties are expected to		review of estimates involved for the expected cost of
be sold at or above cost.		completion of projects including construction cost
The cost includes direct and indirect expenditure		incurred construction budgets and net realisable value.
relating or incidental to construction activity. Various		We carried out a combination of procedures involving
estimates such as prevailing market conditions, stage of		enquiry and observation, and inspection of evidence in
completion of the projects, future selling price, selling		respect of operation of these controls;
costs and cost to complete projects are necessary to derive NRV. Refer Note 12 in respect of construction work-in-progress of '' 25,873.87 lakhs and completed units of '' 2,037.19 lakhs to the standalone financial	â¢	Where the management involved specialists to perform valuations, evaluated the objectivity and independence of those specialists; Compared NRV with recent sales or estimated selling
	â¢
statements.		price and also checked the general selling costs;
Considering the significance of management judgement involved as mentioned above, and the materiality of amounts involved, impairment of was identified as a key audit matter for the current year audit.	â¢	Compared the estimated construction costs to complete each project with the Company''s updated budgets. Recomputing the NRV, on a sample basis, to test inventory units are held at the lower of cost and NRV; and
	_â¢	Assessed the appropriateness and adequacy of the disclosures made by the management for the impairment losses recognized in accordance with applicable accounting standards.

Key audit matters	How our audit addressed the key audit matters
(iii) Recoverability of carrying value of investment in/ loan to subsidiaries and joint ventures
The accounting policies for carrying value of investment	Our audit procedure included, but was not limited to, the
in subsidiaries and joint ventures are set out in Note	following procedures:
2(aa) to the standalone financial statements.	â¢	Obtained an understanding of the management process
The Company''s investment portfolio represents a		for identification of impairment indicators for assessing
significant portion of the Company''s total assets, which		the recoverability of the carrying value of investment in/
primarily consists of investments in equity instruments of subsidiaries and joint ventures		loan to subsidiaries and joint ventures;
The aforesaid investments are valued at cost less	â¢	Assessed the appropriateness of the relevant accounting
accumulated impairment losses, if any. The investments		policies of the Company, including those relating
are assessed for impairment at each reporting date.		to recognition and measurement of investments by
The Company''s non-current investments include		comparing with the applicable accounting standards;
investments in Sunteck Lifestyle International Private	â¢	Evaluated the design and implementation and tested the
Limited (SLIPL), a subsidiary, of '' 25,796.90 lakhs.		operating effectiveness of controls over the Company''s
SLIPL, which had further acquired 50% share in joint		process of impairment assessment and approval of
venture (JV) company, GGICO Sunteck Limited		forecasts;
(GGICO), through its wholly owned subsidiary, Sunteck	_â¢	Assessed the valuation methods used, financial position
Lifestyle Limited (SLL), for development of real-estate project in Dubai. Further, the Company''s other non-		of the subsidiaries, joint ventures and an associate to
current financial assets include receivables from SLL		identify excess of their net assets over their carrying
aggregating '' 751.74 lakhs. SLL has incurred losses		amount of investment by the Company and assessing
and net-worth has been partially eroded. Development		profit history of those subsidiaries and joint ventures;
of the project by GGICO has been delayed on account	_â¢	For the investments where the carrying amount exceeded
of certain disputes with the other JV partner and SLL		the net asset value, understanding from the Company
has initiated arbitration in previous period against the other partner which is currently pending before London Court of International Arbitration (LCIA).		regarding the basis and assumptions used for the projected profitability;
Further, during the current year 31st March, 2021,	_â¢	Verified the inputs used in the projected profitability;
the other JV partner has also initiated the arbitration	_â¢	Tested the assumptions and understanding the forecasted
proceedings before LCIA against the Company and		cash flows of subsidiaries and joint ventures based on
SLL, which has been admitted by LCIA as further		our knowledge of the Company and the markets in which
explained in the Note 61.		they operate;
The assessment of recoverable amount of the	_â¢	Assessed the comparability of the forecasts with historical
Company''s investment from subsidiaries and joint ventures is considered as significant risk area in		information;
view of the materiality of the amounts involved,	_â¢	Analysed the possible indications of impairment
judgements involved in determining of impairment/		and understanding Company''s assessment of those
recoverability of the carrying value of the investment		indications;
from subsidiaries and joint ventures, which includes	_â¢	Read and evaluated the litigation related documents and
assessment of conditions and financial indicators of		obtained an understanding of the current status of the
the investee, such as current projects, expected sales, future business plan, upcoming projects and the		disputed case; and
recoverability of certain investments.	_â¢	Assessed the appropriateness of the Company''s description of the accounting policy and disclosures in respect of the investment in subsidiaries and joint ventures (including interest accrued) and whether these are adequately presented in the standalone financial
We focused on this area as a key audit matter due to significant risk and judgement involved in forecasting future cash flows and the selection of assumptions.	_â¢
Considering this matter is fundamental to the understanding of the user of standalone financial statement, we draw attention to Note 61 of the standalone financial statements, regarding the Company''s non-current investment in a subsidiary company, Sunteck Lifestyle International Private Limited.		statements.

Key audit matters	How our audit addressed the key audit matters
(iv) Restatement in accordance with Ind AS 8, Accounting policies, changes in Accounting Estimates and Errors
The accounting policies for restatement of financial	Our audit procedure included, but was not limited to, the
statements are set out in Note 2(cc) to the standalone	following procedures:
financial statements.	â¢ Obtained an understanding of the management process
During the current year, the Company has reassessed	for identification of restatement adjustments to be made
the method of revenue recognition for various	in the standalone financial statements;
contracts entered by the Company, which includes	â¢ Evaluated the design and implementation and tested the
applying completed contract method instead of	operating effectiveness of controls over the Company''s
percentage of completion method, principal versus	process of relevant controls;
agent consideration, accounting for joint development	â¢ Understood from the management the rationale in
arrangement, classification of unbilled revenue	view of the applicable accounting standards for all the
(contract asset) as specified in Ind-AS 115.	restatements carried out in the financial statements;
The Company has further made various other	â¢ Obtained the joint development agreements / contracts
restatements relating to capitalization of borrowing	with landowners and assessed its terms to evaluate the
costs, classification of borrowings/certain investments, assessment of matters under litigations which has	applicability of principal versus agent consideration;
been explained in Note 54 of the standalone financial	â¢ Read and assessed the litigation related documents and
statements. The aforesaid restatements required	understanding the current status of the disputed case;
detailed assessment of all ongoing contacts entered	and
into by the Company and required significant	â¢ Ensured that all restatement adjustments have been
judgements to be made on part of the management.	dealt with and disclosed in the financial statement in
Considering the quantum of amounts involved, the	accordance with Ind AS 8, Accounting Policies, Changes in
audit efforts required to audit such restatements and	Accounting Estimates and Errors as well as the respective
in-depth, frequent interactions with the management involved, restatement is identified as a key audit matter for the current year audit. Considering this matter is fundamental to the understanding of the user of standalone financial statement, we draw attention to Note 54 of the standalone financial statements, regarding the restatement of comparative financial information on account of various adjustments, reclassifications and corrections of errors.	accounting standards, where relevant.

Information other than the Financial Statements and Auditor''s Report thereon

7. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

8. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. Those Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the financial Statements

12. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

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

Other Matter

16. The standalone financial statements of the Company for the years ended 31st March, 2020 and 31st March, 2019 were audited by the predecessor auditor, M/s Lodha and Co., Chartered Accountants, who have expressed an unmodified opinion on those standalone financial statements vide their audit reports dated 28th July, 2020 and 2nd May, 2019 respectively.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

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

19. Further to our comments in Annexure I, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, 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 of the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) the matters described in paragraphs 4(i) and 4(ii) under the Emphasis of Matters section and paragraph 6(iii) under the Key Audit Matters section, in our opinion, may have an adverse effect on the functioning of the Company;

f) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of section 164(2) of the Act;

g) we have also audited the internal financial controls with reference to financial statements of the Company as on 31st March, 2021 in conjunction with our audit of the financial statements of the Company for the year ended on that date and our report dated 29th June, 2021 as per Annexure II expressed a modified opinion;

and

h) with respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Notes 40(i), 40(ii), 40(iii), 57 and 61 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31st March, 2021;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March, 2021;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2021; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8th November, 2016 to 30th December, 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner

Membership No. 109632

UDIN: 21109632AAAAHB3500

Place: Mumbai

Date: 29th June, 2021

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of SUNTECK REALTY LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018 and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âStandalone Ind AS Financial Statementsâ).

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of financial position,financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS ) prescribed under Section 133 of the Act and relevant rules thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, including the Ind AS, of the state of affairs of the Company as at 31st March, 2018 and its profit (including other comprehensive income),its changes in equity and its cash flows for the year ended on that date.

Without qualifying our opinion, we draw your attention to following matters:

a) The Company has overdue trade receivable amounting to Rs. 1,203.50 lakhs (Previous Year Rs. 1,203.50 lakhs) from a customer against sale of a commercial unit. The management has taken necessary steps for recovery of this receivable, including filing of legal case and are hopeful of recovering the same in due course of time. In their opinion, therefore, no provision is considered necessary at this stage (Refer note no. 55 of the standalone Ind AS financial statements).

b) The Company is a partner in a partnership firm, Kanaka & Associates, in which the Company has total exposure comprising of capital invested, loans given and other receivables aggregating to Rs. 949.23 lakhs (Previous Year Rs. 902.05 lakhs). Since, there is some dispute with the other partner, the financial statements of the firm are not available and therefore, the Company has not accounted for its share of profit or loss for the year from the said firm, which as explained by the management, would be immaterial. The management is hopeful of recovering/ realising the aforesaid exposure in due course of time, as the Company has received the favourable arbitration award and hence, in their opinion, no provision is considered necessary at this stage (Refer note no.54 of the standalone Ind AS financial statements).

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditorsâ Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraph 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (Including Other Comprehensive Income),the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS prescribed under Section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure BâOur report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

(g) With respect to other matters to be included in the Auditorâs Report in accordance with the Rule 11 of the Companies (Audit and Auditors ) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements- Refer note no. 37 to the standalone Ind AS financial statements.

ii. The Company did not have material foreseeable losses on long term contracts including derivative contracts.

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

ANNEXURE REFERRED TO IN INDEPENDENT AUDITORSâ REPORT TO THE MEMBERS OF THE COMPANY ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management at the year end, which in our opinion, is reasonable considering the size of the Company and nature of its fixed assets. As explained, no material discrepancies were noticed on such verification.

c) As explained, title deed of the immovable property, classified as fixed assets, which was constructed as per the Joint Development Agreement with the land owners, will be transferred in the name of the Company after formation of condominium.

ii) According to the information and explanations given to us, the inventories have been physically verified by the management at the year end and no material discrepancies were noticed on such verification.

iii) During the year, the Company has granted unsecured loans amounting to Rs. 79,877.79 lakhs (including interest free loan of Rs. 71,262.64 lakhs) to eight subsidiary companies and one joint venture company covered in the register maintained under Section 189 of the Act. The maximum amount involved during the year of such loans, including loans granted in the previous years was Rs. 98,322.95 lakhs (including interest free loans of Rs. 78,208.46 lakhs) and the year-end balance of loans granted to such parties, including loans granted in the previous years was Rs. 40,603.35 lakhs (including interest free loans of Rs. 19,870.98 lakhs).

a) Considering what is stated in para (iv) below, in respect of non-applicability of Section 186 of the Act relating to loans granted by the Company and as explained by the management, said loans are granted to subsidiary companies for their principal business activities, the terms and conditions of the aforesaid loans are not, prima facie, prejudicial to the interest of the Company.

b) As explained by the management, the schedule of repayment of principal and payment of interest, wherever applicable, of such loans are stipulated,except for certain loan which are repayable on demand. As informed, wherever repayment schedule is defined,repayments or receipt of principal amounts have been regular as per stipulation. In case of demand loans, the Company has received the loan amount during the year as and when it was demanded.

c) Considering what is stated in para (b) above, there are no amounts overdue from such parties.

iv) As informed and on the basis of legal opinion obtained by the Company, the provisions of Section 186 of the Act with respect to the loans made, guarantees given, and security provided are not applicable to the Company as the Company is engaged in the business of providing infrastructural facilities. In our opinion and according to the information and explanations given to us and based on the aforesaid legal opinion, the Company has complied with the provisions of Section 185 and 186 of the Act to the extent applicable, with respect to the loans, investments made, guarantees given, and security provided.

v) No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder have been accepted by the Company.

vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax (GST), Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no dues of Income Tax, Sales Tax, Service tax, Goods and Service Tax (GST), Duty of Customs, Duty of Excise and Value Add Tax which have not been deposited on account of any dispute except the following:

Statute	Nature of Dues	Forum where the dispute is pending	Amount (Rs. in lakhs)	Financial year to which it relates
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	6.29	2006-07
			16.59	2008-09
			0.21	2010-11
			5.10	2011-12
		Commissioner of Income Tax (Appeals)	124.15	2012-13
		Commissioner of Income Tax (Appeals)	15.00	2014-15

viii) In our opinion and according to the information and explanations given to us, during the year, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks and dues to debenture holders.

ix) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year and in recent past and based on the information and explanations given to us by the management, term loans have been applied for the purpose for which they were obtained. However, certain funds have been temporarily used for other corporate purposes.

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

xi) According to the information and explanations given to us and based on the examination of the records, 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) The provisions of Nidhi Company are not applicable to the Company. Therefore, Para 3 (xii) of the Order is not applicable to the Company.

xiii) According to the information and explanations given to us, the provisions of Section 177 and 188 of Act, to the extent applicable, in respect of transactions with the related parties have been complied with by the Company and the details have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards in Note No. 42 to the Standalone Ind AS Financial Statements.

xiv) During the year, the Company has made private placement/preferential allotment of shares. In respect of the same, in our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder. Further, in our opinion, the amounts so raised were applied for the purposes for which these shares were issued, though idle funds which were not required for immediate utilisation were invested in liquid investments.

xv) According to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with him under Section 192 of the Act.

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

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (âTHE ACTâ)

We have audited the internal financial controls over financial reporting of SUNTECK REALTY LIMITED (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 (âICAIâ). 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 companyâs 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.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs 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 (theâGuidance Noteâ) 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 Auditorsâ judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the standalone Ind AS 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 broadly, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Lodha & Co.

Chartered Accountants

Firm Registration No: 301051E

R.P. Baradiya

Place : Mumbai Partner

Date : 23rd May, 2018 Membership No: 44101

Mar 31, 2017

To the Members of Sunteck Realty Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone Ind AS financial statements of SUNTECK REALTY LIMITED("the Companyâ), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash flows, for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Ind AS Financial Statementsâ).

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position),profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS ) prescribed under Section 133 of the Act and relevant rules hereunder.

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2017 and its profit (financial performance including other comprehensive income), the changes in equity and cash flows for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion, we draw your attention to following matters:

a) The Company has overdue trade receivable amounting to Rs. 1,203.50 Lakhs from a customer against sale of a commercial unit. The management has taken necessary steps for recovery of this receivable, including filing of legal case and are hopeful of recovering the same in due course of time. In their opinion, therefore, no provision is considered necessary at this stage (Refer Note No. 51 of the standalone Ind AS financial statements).

b) The Company is a partner in a partnership firm, Kanaka & Associates, in which the Company has total exposure comprising of capital invested, loans given and other receivables aggregating to Rs. 902.05 Lacs. Since, there is some dispute with the other partner, the financial statements of the firm are not available and therefore, the Company has not accounted for its share of profit or loss for the year from the said firm, which as explained by the management, would be immaterial. The management is hopeful of recovering/ realizing the aforesaid exposure in due course of time, as concerted efforts are being made to resolve the dispute, including filing of an arbitration petition in the High Court. In their opinion, therefore, no provision is considered necessary at this stage (Refer Note No. 45 of the standalone Ind AS financial statements).

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors'' Report) Order, 2016 ("the Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure Aâ a statement on the matters specified in paragraph 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement the Statement of Changes in Equity and of Cash flow and dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

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

(g) With respect to other matter to be included in the Auditor''s Report in accordance with the Rule 11 of the Companies (Audit and Auditors ) Rules , 2014 , in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements- Refer Note No. 31 to the standalone Ind AS financial statements.

ii. The Company did not have material foreseeable losses on long term contracts including derivative contracts.

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

iv The Company did not have any holdings or dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. (Refer Note No. 40 to the standalone Ind AS financial statements)

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE SUNTECK REALTY LIMITED ON STANDALONE IND AS FINANCIAL STATEMENTS

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

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

ii) According to the information and explanations given to us, the inventories have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such verification.

iii) During the year, the Company has granted unsecured loans amounting to Rs. 21,816.68 Lakhs (including interest free loan of Rs. 12,938.30 Lakhs) to eleven subsidiary companies covered in the register maintained under Section 189 of the Act. The maximum amount involved during the year of such loans was Rs. 25,092.07 Lakhs (including interest free loans of Rs. 13,101.18 Lakhs) and the year-end balance of loans granted to such parties was Rs. 24,910.89 Lakhs (including interest free loans of Rs. 13,094.18 Lakhs).

b) As explained by the management, the schedule of repayment of principal and payment of interest, wherever applicable of such loans are not stipulated, since the same is repayable on demand. As informed, the Company has received the loan amount during the year as and when it was demanded.

c) Considering what is stated in para (b) above, there are no amounts overdue from such parties.

iv) As informed, on the basis of legal opinion obtained by the Company, the provisions of Section 186 of the Act with respect to the loans made, guarantees given, and security provided are not applicable to the Company as the Company is engaged in the business of providing infrastructural facilities. In our opinion and according to the information and explanations given to us and based on the aforesaid legal opinion, the Company has complied with the provisions of Section 185 and 186 of the Act, to the extent applicable, with respect to the loans, investments, guarantees, and security made.

vii) a) According to the information and explanation given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable, except Income Tax of Rs. 0.02 lakhs.

b) According to the information and explanation given to us and on the basis of our examination of the records of the Company, there are no dues of Income Tax, Sales Tax, Service tax, Duty of Customs, Duty of Excise and Value Add Tax which have not been deposited on account of any dispute except the following:

Statute	Nature of Dues	Forum where the	Amount	Financial year
		dispute is pending	(Rs. in Lakhs)	to which it relates
			6.29	2006-07
		Income Tax Appellate Tribunal	2.81	2007-08
			14.99	2008-09
Income Tax	Income Tax Matter		0.21	2010-11
Act, 1961	Income Tax Matter		5.10	2011-12
		Commissioner of Income Tax(Appeals)	20.78	2008-09
			155.19	2012-13
			0.14	2013-14

xii) The provisions of Nidhi Company are not applicable to the Company. Therefore, Para 3 (xii) of the Order is not applicable to the Company.

xiii) According to the information and explanations given to us, the provision of Section 177 and 188 of Act, to the extent applicable, in respect of transactions with the related parties have been compiled by the Company and the details have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards in note no. 32 to the Ind AS Financial Statements.

xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore the provision of Para 3 (xiv) of the order are not applicable to the company.

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

"ANNEXURE B"

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 SUNTECK REALTY LIMITED ("the Companyâ) as of 31st March, 2017 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAIâ). 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 Noteâ) 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 Auditors'' judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Lodha & Co.

Chartered Accountants

Firm Registration No: 301051E

A. M. Hariharan

Place: Mumbai Partner

Date: 26th May, 2017 Membership No: 38323

Mar 31, 2016

To the Members of Sundeck Realty Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SUNTECK REALTY LIMITED ("the Companyâ), which comprise the Balance Sheet as at 31st 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 Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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 auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 31st March, 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion, we draw your attention to following matters:

a) The Company has overdue trade receivable amounting to Rs. 120,350,000 from a customer against sale of a commercial unit. The management has taken necessary steps for recovery of this receivable, including filing of legal case and are hopeful of recovering the same in due course of time. In their opinion, therefore, no provision is considered necessary at this stage (refer note no. 48 of the financial statements).

b) The Company is a partner in a partnership firm, Kanaka & Associates, in which the Company has total exposure comprising of capital invested, loans given and other receivables aggregating to Rs. 86,130,854. Since, there is some dispute with the other partner, the financial statements of the firm are not available and therefore, the Company has not accounted for its share of profit or loss for the year from the said firm, which as explained by the management, would be immaterial. The management is hopeful of recovering/ realizing the aforesaid exposure in due course of time, as concerted efforts are being made to resolve the dispute, including filing of an arbitration petition in the High Court. In their opinion, therefore, no provision is considered necessary at this stage (refer note no. 47 of the financial statements).

c) The Company continues to apply ''project completion method'' on transactions and activities of real estate development which it had applied over the years consistently. The Institute of Chartered Accountants of India has issued "Guidance note on Accounting for Real Estate Transactions (Revised 2012)â which is applicable to projects which have commenced on or after 1st April, 2012 and also to projects which have already commenced but where revenue is being recognized for the first time on or after 1st April, 2012 to follow ''percentage completion method''. The impact of Guidance note on the standalone financial statements for the year has not been quantified by the Company.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, 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 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) As required by Section 143 (3) of the Act with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give in "Annexure Bâ a separate report on the same.

g) With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in the aforesaid financial statements - Refer note no. 28(c) to the financial statements;

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

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

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

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

(ii) According to the information and explanations given to us, the inventories have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(iii) During the year, the Company has granted unsecured loans amounting to Rs. 1,291,361,858 (including interest free loan of Rs. 978,865,000) to nine subsidiary companies covered in the register maintained under Section 189 of the Act. The maximum amount involved during the year of such loans was Rs. 1,293,861,858 (including interest free loans of Rs. 981,365,000) and the year-end balance of loans granted to such parties was Rs. 340,382,349 (including interest free loans of Rs. 27,885,491).

c) Considering what is stated in para (b) above, there are no amounts overdue from such parties.

(iv) As informed, on the basis of legal opinion obtained by the Company, the provisions of Section 186 of the Act with respect to the loans made, guarantees given, and security provided are not applicable to the Company as the Company is engaged in the business of providing infrastructural facilities. In our opinion and according to the information and explanations given to us and based on the aforesaid legal opinion, the Company has complied with the provisions of Section 185 and 186 of the Act, to the extent applicable, with respect to the loans, investments, guarantees, and security made.

(v) No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under have been accepted by the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund,

Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service tax, Duty of Customs, Duty of Excise and Value Add Tax which have not been deposited on account of any dispute except the following:

Statute	Nature of Dues	Forum where the dispute is pending	Amount Rs.	Financial year to which it relates
Income Tax Act, 1961	Income Tax Matter	Commissioner of Income Tax(Appeals)	2,616	2005-06
			628,635	2006-07
			281,212	2007-08
			1,498,828	2008-09
			2,008,870	2009-10
			21,051	2010-11
			510,460	2011-12
			15,518,860	2012-13

(viii) In our opinion and according to the information and explanations given to us, during the year, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks and dues to debenture holders.

(ix) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year and in recent past and based on the information and explanations given to us by the management, term loans have been applied for the purpose for which they were obtained. However, certain funds have been temporarily used for other corporate purposes.

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

(xi) According to the information and explanations given to us, 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) The provisions of Nidhi Company are not applicable to the Company. Therefore, Para 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us, the provision of Section 177 and 188 of Act, to the extent applicable, in respect of transactions with the related parties have been compiled by the Company and the details have been disclosed in the Financial Statements as required by the applicable accounting standards in note no. 32 to the Financial Statements.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) According to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with him under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF SUNTECK REALTY LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

In conjunction with our audit of the financial statements of the Company for the year ended 31st March, 2016, we have audited the internal financial controls over financial reporting of SUNTECK REALTY LIMITED ("the Companyâ) as of 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 Noteâ) 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 auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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 31st 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Lodha & Co.

Chartered Accountants

Firm Registration No: 301051E

A. M. Hariharan

Place: Mumbai Partner

Date: 30th May, 2016 Membership No: 38323

Mar 31, 2015

We have audited the accompanying standalone financial statements of Sunteck Realty 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 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 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 31st March, 2015 and its profits and its cash flows for the year ended on that date.

Emphasis of Matter

The Company continues to apply 'project completion method' on transactions and activities of real estate development which it had applied over the years consistently. The Institute of Chartered Accountants of India has issued "Guidance note on Accounting for Real Estate Transactions (Revised 2012)" which is applicable to projects which have commenced on or after April 1,2012 and also to projects which have already commenced but where revenue is being recognized for the first time on or after April 1,2012 to follow 'percentage completion method'. The impact of Guidance note on the financial statements for the year has not been quantified by the Company.

Our Opinion is not qualified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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.

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 the aforesaid financial statements - Refer Note 26(b) to the financial statements;

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

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

Annexure to Audit Report

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE SUNTECK REALTY LIMITED ON THE STANDALONE FINANCIALS STATEMENTS

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management at the year end and no material discrepancies were noticed on such verification. The verification programme is considered reasonable having regard to the size of the Company and nature of its business.

c) During the year, the Company has not sold/disposed off substantial portion of its fixed assets.

2. a) During the year, the management has physically verified the inventories of construction material and stores & spares at reasonable intervals.

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

c) The Company has generally maintained proper records in respect of inventories at various locations.

3. a) During the year, the Company has granted interest-free unsecured loans to two companies (wholly owned subsidiaries) covered in the register maintained under section 189 of the Act. The maximum amount outstanding during the year was Rs. 348,938,816 and the year end balance was Rs. 2,475,000.

b) The aforesaid loans are repayable on demand. As informed, the Company has received the principal amount as and when demanded.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventory and fixed assets and sale of residential/commercial units and services are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of residential/commercial units and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder have been accepted by the Company.

6. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under sub-section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete

7. a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees' State

Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

7. b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service tax, Customs Duty, Wealth Tax, Excise Duty, Cess which have not been deposited on account of any dispute except the following:

Forum Amount Period Statute Nature of where the Rs. to which Dues dispute is it pending relates

2,616 2005-06

628,635 2006-07

281,212 2007-08 Income Income Tax Commissioner Tax Matter of Income 1,498,828 2008-09

Act,1961 Tax(Appeals) 2,008,870 2009-10

21,051 2010-11

510,460 2011-12

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

8. The Company has no accumulated losses as at 31st March, 2015 and it has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institution.

10. The Company has given guarantees for loans taken by others from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

11. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

For LODHA & COMPANY Chartered Accountants Firm Registration No- 301051E

A. M. Hariharan Place: Mumbai Partner Date: 26th May, 2015 Membership No. 38323

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 the 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 the 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 the 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 31st March, 2013;

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

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

Emphasis of Matter

The Company continues to apply ''project completion method'' on transactions and activities of real estate development which it had applied over the years consistently. The Institute of Chartered Accountants of India has issued "Guidance note on Accounting for Real Estate Transactions (Revised 2012)" which is applicable to projects which have commenced on or after April 1, 2012 and also to projects which have already commenced but where revenue is being recognized for the first time on or after April 1, 2012 to follow ''percentage completion method''. There would not be any impact of the aforesaid guidance note on the financial statements for the year considering the criteria prescribed for recognition of revenue.

Our Opinion is not qualified in respect of above matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) The Balance Sheet, 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, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of the SUNTECK REALTY LIMITED.

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such verification. The verification programme is considered reasonable having regard to the size of the Company and nature of its business.

c) During the year, the Company has not sold/disposed off substantial portion of its fixed assets.

2. a) During the year, the management has physically verified the inventories of construction material and stores & spares at reasonable intervals.

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

c) The Company has generally maintained proper records in respect of inventories at various locations.

3. a) (i) As informed, the Company has given unsecured loan to three parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 146,676,248 and the year end balance is Rs. 500,000. The loan was repayable on demand. The parties have repaid the principal amount as and when demanded and have been regular in payment of interest.

(ii) The terms and conditions of the aforesaid loan are not prima facie prejudicial to the interest of the Company.

b) The Company has not taken secured or unsecured loan from any party covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that

purchase of certain items of inventory and fixed assets and sale of services are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations subject to what is stated in Para 7 below, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions have been made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding Rupees five lacs or more in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under.

7. The Company has an internal audit system which in our opinion, needs to be strengthened considering the increasing activities, to be commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including

Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory dues applicable to it. There are no undisputed statutory dues outstanding as at the year end 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, Wealth tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

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

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks.

12. In our opinion and according to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. In respect of guarantee given by the Company for the loan obtained by a partnership firm in which the Company is a partner, the terms and conditions are not prima facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

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

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. The Company has not issued any debentures during the year or in the recent past.

20. The Company has not raised any money by way of public issue during the year or in the recent past.

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

Chartered Accountants

A. M. Hariharan

Place: Mumbai Partner

Date: 30th May, 2013 Membership No. 38323

Firm Registration NoÂ 301051E

Mar 31, 2012

1. We have audited the attached Balance Sheet of Sunteck Realty Limited as at 31st March, 2012, Statement of Profit & Loss and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. We report that:

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

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

c) The Balance Sheet, 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, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards prescribed by Companies (Accounting Standards) Rules, 2006, to the extent applicable;

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the accompanying notes 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 accepted in India:

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

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

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

Annexure referred to in paragraph 3 of our report of even date to the Members of SUNTECK REALTY LIMITED on the financial statements as at and for the year ended 31st March, 2012

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such verification. The verification programme is considered reasonable having regard to the size of the Company and nature of its business.

c) During the year, the Company has not sold/disposed off substantial portion of its fixed assets.

2. a) During the year, the management has physically verified the inventories of construction material and stores & spares at reasonable intervals.

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

c) The Company has generally maintained proper records in respect of inventories at various locations.

3. a) (i) As informed, the Company has given interest free unsecured loan to a company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 51,271,642 and the year end balance is Rs. Nil. The loan was interest free and repayable on demand. The party has repaid the amounts as and when called for.

(ii) The terms and conditions of the aforesaid loan are not prima facie prejudicial to the interest of the Company.

b) (i) As informed, the Company has taken unsecured loan from a company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 579,538,744 and the year end balance is Rs.443,628,538. The loans are repayable on demand and the Company has repaid the principal amount as and when demanded and has been regular in payment of interest.

(ii) The terms and conditions of the aforesaid loan are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventory and fixed assets and sale of services are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, subject to what is stated in Para 7 below, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions have been made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding Rupees five lacs or more in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed thereunder.

7. The Company has an internal audit system which in our opinion, needs to be strengthened considering the increasing activities, to be commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Income tax, Sales Tax, Wealth tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute except the following :

i)

Name of Nature of Amount Period to which Forum where the Statutes Demand (Rs.) amount relates Dispute is pending

Income Tax Act, 1961 Income Tax 1,063,892 AY 2009- 2010 CIT (Appeals)

ii) In respect of disputed Value Added Tax and Service tax matters please refer note 25 (b) and 25(c), respectively.

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

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. In respect of guarantee given by the Company for the loan obtained by a partnership firm in which the Company is a partner, the terms and conditions are not prima facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

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

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. The Company has not issued any debentures during the year or in the recent past.

20. The Company has not raised any money by way of public issue during the year or in the recent past.

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

For LODHA & COMPANY

Chartered Accountants

R. P. Baradiya

Place: Mumbai Partner

Date: 30th May, 2012 Membership No. 44101

Firm Registration NoÃ 301051E

Mar 31, 2011

1. We have audited the attached Balance Sheet of Sunteck Realty Limited as at 31st March, 2011, the Profit & Loss Account and also the Cash Flow Statement of the Company 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. Opening Balances have been taken on the basis of the annual report for the year ended 31st March, 2010 audited by another firm of Chartered Accountants who have is suedanun qualified opinion dated 12th August 2010.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the 'Act'), we enclose in the Annexurea statement on the matters specified in paragraphs 4and5ofthe said Order.

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

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

c) The Balance Sheet, the Profit and Loss Account 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards prescribed by Companies (Accounting Standards) Amendment Rules, 2006,tothe extent applicable;

e) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Section 274 (1)(g)of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with "Significant Accounting Policies and notes to accounts" appearing in Schedule XVIII and those appearing elsewhere in 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 accepted in India:

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

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

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

Annexure referred to in paragraph 3 of our report of even date to the Members of SUNTECK REALTY LIMITED on the financial statements as at and for the year ended 31st March, 2011

On the basis of such checks as we considered appropriate and according to the information and explanations Given to us during the course of audit, westate that:

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management in during the year in accordance with the phased programme of verification adopted by the Company and no material discrepancies were noticed on such verification. The phased programme is considered reasonable having regard to the size of the Company and nature of its business.

c) During the year, the Company has not sold/disposed off substantial portion of its fixed assets.

2. a) During the year, the management has physically verified the inventories of construction material and Stores & spares at reasonable intervals.

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

c) The Company has generally maintained proper records in respect of inventories at various locations.

3. a) (i) As informed, the Company has given interest free unsecured loan to a company covered in the register maintained under Section 301ofthe Act. The maximum amount outstanding during the year was Rs 60,481,642 and the year end balance is Rs. 47,071,642. The loan was interest free and repayable on demand. The party has repaid the amounts as and when called for.

(ii)The terms and conditions of the aforesaid loan are not prima facie prejudicial to the interest of the Company.

b) (i) As informed, the Company has taken unsecured loan from a company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 650,915,000 and the year end balance is Rs. 28,774. The loans are repayable on demand and the Company has repaid the principal amount as and when demanded and has been regular in payment of interest.

(ii) The terms and conditions of the aforesaid loan are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventory and fixed assets and sale of services are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, subject to what is stated in para 7 below, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

5. (b) In our opinion and according to the information and explanations given to us, the transactions have been made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding Rupees five lacs or more in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant Provisions of the Act and Rules framed there under.

7. The Company has an internal audit system which in our opinion, needs to be strengthened considering the increasing activities, to be commensurate with its 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 clause (d) of sub-section (1) of Section 209 of the Act for the services rendered by the Company. Accordingly, paragraph 4(viii)of the Order is not applicable.

9. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable except the liability towards Works Contract Tax of Rs. 551,784 (since paid).

c) According to the information and explanations given to us, there are no dues of Income tax, Sales Tax Wealth tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute except the following :

i)

Nature of Amount Period to which Forum Where

Name of the Demand (Rs.) amount relates Dispute is Statutes

Income Tax Act, 1961 Income Tax 10,70,061 AY 2009- 2010 CIT (Appeals)

ii) In respect of disputed Value Added Tax and Service tax matters please refer note B-14 and B-15 respectively in Schedule XVIII.

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

11. In our opinion and according to the information and explanations given to us, the Company has not Defaulted in repayment of dues to banks.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv)of the Order are not applicable to the Company.

15. In respect of guarantee given by the Company for the loan obtained by a partnership firm in which the Company is a partner, the terms and conditions are not prima facie prejudicial to the interest of the Company.

16. The Company has not taken any term loans and therefore clause (xvi) of para 4 of the Orderis not applicable.

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

18. During the year, the Company has not made any preferential allotment of shares to parties and companies Covered in the register maintained under Section 301ofthe Act.

19. The Company has not issued any debentures during the year or in the recent past.

20. The Company has not raised any money by way of public issue during the year or in the recent past.

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

For LODHA & COMPANY

Chartered Accountants

R. P. Baradiya

Place: Mumbai Partner

Date: 12th August, 2011 Membership No. 44101

Firm Registration NoÃ 301051E

Mar 31, 2010

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

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

2. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us by the Company management, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in Annexure referred to above, 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 it appears from our examination of those books;

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

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

e. on the basis of written representation received from the directors of the Company as at March 31,2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at March 31, 2010 from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act 1956;

f. in our opinion and to the best of our information and according to the explanations given to us, the said financial statement read together with the Significant Accounting Policies and Notes to Accounts, give the information as required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

i. in case of the Balance Sheet, of the state of affairs of the Company as at March 31,2010; ii. in case of the Profit and Loss Account, of the profit for the year ended on that date; and iii. in case of the Cash Flow Statement, of the cash flows forthe year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH. 2010 OF SUNTECK REALTY LIMITED

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

b. As explained to us, fixed assets, according to the practice of the company, are physically verified by the management in accordance with the phased verification program, which, in our opinion, is reasonable having regards to the size of the company and the nature of its fixed assets. To the best of our knowledge no material discrepancies have been noticed on such verification.

c. The Company has not disposed off any substantial part of its fixed assets so as to affect its status as going concern.

2. a. As explained to us the inventories have been physically verified during the year by the management at reasonable intervals.

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

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material.

3. a. As informed to us, the Company has not granted unsecured loans to any companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956.

b. As informed to us, the Company has taken unsecured loans from three companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.91.58 crores. and the year end balance was Rs.29.98 crores.

c. In our opinion and according to explanation & information given to us above loans were interest free and other terms & conditions are not, prima facie, prejudicial to the interest of the company. The said loans are repayable on demand and there is no repayment Schedule.

4. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

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

5. The Company has not accepted any deposit from the public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

7. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

8. a. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2010 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 is no due of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess which have not been deposited as on 31st March, 2010 on account of any dispute.

9. The Company does not have accumulated loss and has not incurred cash loss during the financial year covered by our audit.

10. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

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

12. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

13. In our opinion, the Company is dealing or trading in shares, securities, debentures & other investments and proper records have been maintained of the transactions and contracts and timely entries have been made in; also the investments have been held by the company in its own name.

14. The Company has given guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof are not prejudicial to the interest of the company.

15. The company has not taken any term loan during the year.

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

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

18. The Company has not issued any debentures during the year.

19. The Company has not raised any money by public issues during the year.

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

For MBAH & CO

Chartered Accountants (Registration No. 121426W)

Mahesh Bhageria

Partner

Membership No. 34499

Mumbai: 12th August, 2010

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