Auditor Report of Tribhuvan Housing Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of TRIBHUVAN HOUSING LIMITED (''the company'') which comprise the Balance Sheet as at March 31st, 2014, and the Statement of Profit and Loss Account for the year ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. The auditor cannot comment on the internal internal control relevant for the preparation and fair presentation of the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to explanation given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of Balance sheet, of the state of affairs of the company as at March 31, 2014;

(b) In case statement of Profit & Loss , of the "loss" for the year ended 31st March 2014.

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the order.

2. As required by section 227(3) of the Companies Act, 1956, we report that:

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

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

(c) The balance sheet & Statement of Profit & Loss and cash flow statement dealt with by this Rare in agreement with the books of accounts.

(d) In our opinion,the balance sheet,statement of profit and loss and cash flow statement comply with the Accounting Standerds referred to in sub-section (3C) of section 211 of the Companies Act,1956 read with the General Circuler 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013. ; And

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

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

For SARDA & PAREEK Chartered Accountants FRN 109262W

Gaurav Sarda Partner Memb. No.: 110208 Place: Mumbai Date: 27 MAY 2014

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Mar 31, 2013

Report on the Financial Statements

We have Audited the accompanying financial statements of TRIBHUVAN HOUSING LIMITED, which comprise the Balance Sheet as at March 31st 2013, and the Statement of Profit and Loss Account and Cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to explanation given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

e. In case of Balance sheet, of the state of afairs of the company as at March 31, 2013;

f. In case statement of Profit & Loss , of the profit/loss for the year ended on that date; and

g. (c) In case of Cash Flow Statement, of the cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the order.

2. As required by section 227(3) of the Companies Act, 1956, we report that:

h. We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

i. In our opinion, proper books of accounts as required by the law have been kept by the company so far as it appears from our examination of the books.

j. In our opinion, the balance sheet & Statement of Profit & Loss dealt with by the report complies with the Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in Section 211 (3C) of the Companies Act, 1956.

k. The balance sheet and Statement of Profit & Loss account dealt with by this Report are in agreement with the books of accounts.

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

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

ANNEXURE TO THE AUDITOR''S REPORT

Annexure referred to in Para 5 of our Report of even date on the financial statements for the year ended 31st March 2013 of TRIBHUVAN HOUSING LIMITED.

Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit. We report that,

We have prepared this annexure on the basis of the books of account examined; and information and explanations obtained by us during the course of our audit. Further, in our opinion and to the best of our knowledge we report that – The following clauses are not applicable to the company:- I. The Company has no fixed assets. Hence clauses (i) (a) to (c) are not applicable to the Company.

II. There was no inventory in the Company for the current period so clauses (ii) (a) & (b) are not applicable to the Company.

III. According to the information and explanation given to us, the Company has not granted any loan to covered under section 301 of the Companies Act, 1956, the provision of the Clause (iii) (a) to (d) of the Order are not applicable to the Company.

Also, the Company has not taken any loan to be covered under section 301 of the Companies Act, 1956, thus the provisions of the clauses (iii) (e) to (g) are also not applicable.

IV. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business, with regard to for the purchase of inventories and fixed assets and with regards to the sale of goods and services. In our opinion and according to the information and explanation given to us, there is no continuing failure to correct major weakness in the internal controls.

V. (a) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

VI. The Company has not accepted any Public Deposits under Section 58A and 58AA of the Companies Act, 1956

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

VIII. According to the explanations given to us and to the best of our knowledge the Company has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 to maintain cost records.

IX. (a) According to the information and explanations given to us on the basis of examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including, Income Tax, Wealth Tax, Service Tax and other material statutory dues with appropriate authorities. According to the information and explanation given to us, the Company did not have any undisputed amounts payable in this respect at 31st March 2013 for a period of more than six months from the date they became payable.

X. Company has accumulated losses of Rs. 521.362 lacs and has cash loss amounting to Rs. 7.117 lacs whereby the networth of the Company is completely eroded.

XI. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

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

XIII. The Company has no Chit/Nidhi/Mutual benefit fund/Society and Clause XIII of the Order is not applicable.

XIV. The Company is not dealing or trading in shares, securities, debentures and other investments.

XV. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

XVI. In our opinion and according to the information and explanations given to us, no term loans have been taken by the Company.

XVII. On the basis of our examination of the Cash Flow Statement and other records, company has not raised any fund during the reporting year.

XVIII. During the period under review the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

XIX The Company has not issued any secured debentures during the period under review.

XX. The Company has not raised any money by public issue during the year. Accordingly the provisions of the Clause IV (xx) of the order are not applicable.

XXI. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For SARDA & PAREEK

Chartered Accountants FRN 109262W

Sd/-

Gaurav Sarda Partner

M. No. 110208

Place: Mumbai

Date: 29-05-2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of TRIBHUVAN HOUSING LIMITED as at 31st March 2012' and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date' both annexed thereto' (hereinafter collectively referred as "financial statements")- 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes' examining on a test basis' evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management' as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act' 1956 (The 'Act') and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit' we set out in the Annexure' a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Subject to above point'

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 such books;

c) The Financial Statements dealt with by this report' are in agreement with the books of account;

d) In our opinion' the financial statement dealt with this Report' comply with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) On the basis of written representations received from the directors and taken on records by the Board of Directors' we report that none of the Directors of the Company is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) to Section 274 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 Statement read together with the notes thereon' give the information required by the Act' in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. in the case of Balance Sheet' of the state of affairs of the Company for the year ended as at 31st March 2012;

ii. in the case of Profit & Loss Account' of the Loss of the Company for

the year ended as at 31st March 2012; and

iii. In the case of Cash Flow Statement of the Cash Flow of the company for the year ended as at 31st March 2012.

ANNEXURE TO THE AUDITORS

(Referred to in Paragraph 4 of our report of even date)

The auditor's report on the account of a company to which this Order applies shall include a statement on the following matters' namely:—

The following clauses are not applicable to the company:-

i' ii' iii' vi' viii' xii' xiii' xiv' xvi' xvii' xviii' xiv' xx 'xxii

iv. There an adequate internal control system commensurate with the size of the company and the nature of its business' for the purchase of inventory and fixed assets and for the sale of goods and services. There is a continuing failure to correct major weaknesses in internal control system.

v. (a) Particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section;

(b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(This information is required only in case of transactions exceeding the value of five lakh rupees in respect of any party and in any one financial year)

Vii In our opinion' the company has not maintained in-house internal audit system commensurate with its size and nature of business.

ix. The company regular in depositing undisputed statutory dues including Provident Fund' Investor Education and Protection Fund' Employees' State Insurance' Income-tax' Sales-tax' Wealth Tax' Service Tax' Custom Duty' Excise Duty' cess and any other statutory dues with the appropriate authorities .

x. Company has been registered for a period not less than five years' its accumulated losses at the end of the financial year is amount to 5'14'24'489 are not less than fifty per cent of its net worth and it has incurred cash losses in such financial year amount to Rs 10'98'878 and amount to r 3'76'000 in the immediately preceding financial year;

xi. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. And the period and amount of default to be reported;

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions' the terms and conditions whereof are prejudicial to the interest of the company;

xxi. No fraud on or by the company has been noticed or reported during the year.

For SARDA & PAREEK

Chartered Accountants

Firm Registration No.109262 W

Gaurav Sarda

Partner

Membership No. 110208

Place: Mumbai

Date: 30th May 2012

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Mar 31, 2010

We have audited the attached Balance Sheet of Tribhuvan Housing Limited, as at 31st March, 2010 and the annexed Profit and Loss Account and cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements bases on our audit.

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

As required by the Companies (Auditors Report) Order 2003 issued by the central Government of India in terms of section 227 (4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

(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 accounts as required by law have been kept by the Company so far as appears from our examination of such books.

(c) The Balance Sheet and the Profit 8s Loss Account referred to in this report are in agreement with the books of account.

(d) In our opinion and to the best of our information the said Balance Sheet and Profit 8s Loss Account and cash flow statement comply with the Accounting standard referred to in section 2.11 (3c) of the companies act, 1956.

(e) On the basis of written representations received from the directors, as on 31st, March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:-

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

ii. In so far as it relates to the Profit 8s Loss Account of the profit of the company for the year ended on that date.

iii. In the case of the cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2010

i) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

ii) The fixed assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification as compared with the available records.

iii) None of the Fixed Assets of the company have been disposed off during the year.

iv) The stock of finished goods, and raw materials have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

v) The procedure followed by the management for physical verification of stocks is reasonable and adequate in relation to the size of the company and the nature of its business.

vi) On our basis of examination of stock records, we are of the opinion that the record of stocks is fair and proper in accordance with the normally accepted accounting principle and no material discrepancies were noticed on physical verification.

vii) There is no loans, secured and unsecured, taken by the company to/from companies, firm or other parties covered in the register maintained u/s. 301 of the Co. Act, 1956.

viii) Interest free Loans and Advances in the nature of loans have been given to employees and other parties who were generally regular in repaying the principal as stipulated.

Where there is delay in repayment, the company has taken reasonable steps to recover the same.

ix) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for construction activities.

x) On the basis of audit procedures performed by us and according to information, explanations & representation given to us, there are no transactions with the parties in which directors were interested and which were required to be entered in the register maintained u/s. 301 of the Companies Act, 1956.

xi) In our opinion and according to the information and explanations given to us, the provisions of section 58-A of the Companies Act, 1956 and Companies (acceptance of deposits) Rules, 1957 are not applicable as the company has not accepted and deposits from the public.

xii) The company does not have any formal system of internal audit. However in our opinion and according to information and explanations given to us, the internal control procedures are adequate. Considering the size and nature of business of the Company.

xiii) The Provisions of section 209(l)(d) of the Companies Act, 1956 regarding the maintenance of cost records are not applicable to the company.

xiv) As informed to us the provision of Provident Fund Act, Employees State Insurance Act, provisions of investor education and protection fund, customs duty, excise duty and cess are not applicable to the Company during the year under review.

xv) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, wealth tax, service tax and other material statutory dues applicable to it.

xvi) According to the information and explanations given to us no disputed amounts in respect of Income-Tax, Wealth-tax, Sales-Tax, Customs-Duty and Excise-Duty were outstanding as at 31st, March, 2010 for a period of more than six months from the date they become payable.

xvii) According to the information and explanations given to us and based on the generally accepted audit procedures carried out by us no personal expenses of employees or directors have been charged to Revenue Account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

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

xix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

xx) 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.

xxi) The provisions of any special statute applicable to Chit Funds, Nidhi, or Mutual Benefit Society/fund do not apply to the Company. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

xxii) The Shares and other securities have been held by the Company, in its own name as explained to us and proper records in respect thereof have been maintained.

xxiii) According to the information and explanation given to us, the Company has not given counter guarantee for loans taken by anybody.

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

xxv) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Co.Act,1956.

xxvi) The Company has not issued any debentures.

xxvii) The Company has not raised any money through a public issue during the year under review.

xxviii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit nor have been informed of such case by management.

PLACE : AHMEDABAD FOR SHIRISH DALAL & ASSOCIATES

DATE : 20-08-2010 CHARTERED ACCOUNTANTS

Sd/- SHRISH DALAL (PROPRIETOR) M.No. 8996