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Auditor Report of Tulive Developers Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR''S REPORT

To

The Member of

TULIVE DEVELOPERS LIMITED 1. REPORT ON THE STANDALONE FINANCIAL STATEMENTS:

We have audited the accompanying standalone financial statements of TULIVE DEVELOPERS LIMITED, MUMBAI-400009 ("the Company ")which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended. and a summary of significant Accounting policies and other explanatory information.

2. MANAGEMENT''S RESPONSIBILITY FOR THE STAND ALONE 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 accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7of 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 judgment 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.

3. AUDITOR''S RESPONSIBILITY:

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the Accounting and Auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made there under.

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

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

4. OPINION:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.

5. EMPHASEIS OF MATTERS: - NIL -

6. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS :

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 the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

(f) With regard to adequacy of internal financial control system in place and the operating effectiveness of such controls as, required under section 137(3)we state in the Annexure II a statement on Internal Financial control systems to the extent applicable

(g) with regard 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(disputed Income Tax demands)on the financial position in its Financial Statement (Refer Note No.20(B)(2) the Financial Statements

ii. As per applicable law on Accounting Standards, the Company does not foresee any Loss as the Company does NOT have any long term contract including derivatives contracts.

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

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

(i) (a) The Company is maintaining proper records showing full particulars , including quantitative details and situation of Fixed Assets;

(b) These Fixed Assets have been physically verified by the management during the year at reasonable intervals and , no material discrepancies were noticed on such verification;

(c) The TITLE DEEDS OF Immovable properties are held in the former name of the company.(Kerry Jost Engineering Ltd)

(ii) Since the Company is NOT engaged in any trading or manufacturing activities clause (ii) of the Order is NOT applicable for this financial year.

(iii) (a) The Company has NOT granted any Loans Secured or Unsecured to Companies, firms, Limited Liabilities Partnership or other parties covered in the Register maintained under section 189 of the Companies Act 2013

(b) The Company has balances in the Current Accounts (free of interest) with following firms in which the Company is a Partner.

Particulars

TULIE ESTAE

TULIVE

BUILDERS

Balance as at 01.04.2015

Less :Amount Received during the year

Add :Amount paid during the year

Add :Share of Profit for the year ended 31.03.16 Balance as at 31.03.2016

Rs

150121199.64

21000000.00

Rs

302270483.45

262500000.00

129121199.60

39770483.45

20850000.00

129121199.60

38108765.87

60620483.45

2250668.46

16,72,29,965.47

62,87,11,51.91

(c) The receipt of amounts are regular.

(d) There were No overdue amounts.

(iv) The Company has Not granted any Loans , Investments / guarantees and Securities to persons covered under Section 185 and 186 of the Companies Act 2013 and provisions of Sections 185and 186 are not applicable for the year under review

(v) The Company has NOT accepted any deposits so for up to 31 March 2016 .

(vi) The company is NOT engaged in production of any such goods on provision of any such services for which the Central Government has prescribed particulars relating to utilisation of material or Labour or Other items of cost .Hence the provision of Section 148(1) of the Act do NOT apply

(vii (a) The Company is regular in depositing undisputed Statutory dues in accordance with the provisions of applicable statutes ( Acts /Rules ) like Income tax , Service Tax Cess., and any other statutory dues to appropriate authorities and there were No arrears of outstanding statutory dues as on the last day of the financial year for a period more than six months from for the dates they became payable .

(b) The Company has not deposited disputed Income Tax demands relating to Assessment years 2012-2013&2013-2014 as detailed below :

Income tax Assessment Year

Previous year

Date of Assessment Order

Disputed Demand Rs.

1, 2012-2013

31.03.2012

24.03.2015

190020

2, 2013-2014

31.03.2013

28.03.2016

1595380

Total

1785400

(viii) The company has NOT borrowed any loan from Financial Institution Bank, Government and has NOT issued debentures and the question of reporting on default in repayment of loans or borrowings to a financial Institution , Bank , Government or dues to debenture holders does not arise

(ix) The Company has NOT received any money by way of initial public offer as further public offer. Nor has the company obtained any term loans. Hence our comments under this clause are Not called for ;

(x) No fraud on the company by its officer or employees NOR any fraud by the company has been noticed or reported during the year that causes the financial statements to be materially misstated ;

(xi) During the year the company did NOT pay any managerial remuneration and the provisions of Sec197 read with Schedule V to the Act are NOT applicable for the year under review .

(xii) The Company is Not Nidhi Company and hence the requirements of clause 3 (xiii) of the Order do NOT apply to the company

(xiii) The Company during the year did NOT have any transactions with related parties as per Sec 2(76) of the Act except Hindu undivided Family (Huf) of a Director for which provisions of Sec 177 and 188 of the Act have been compiled with and disclosure in the financial statements have been made as required by the applicable Accounting Standards

(xiv) The Company has NOT made any preferential allotment or private placement of shares during the year and has NOT issued fully or partly convertible debentures during the year

(xv) The Company has NOT entered in to any NON-CASH transactions with any of the directors or persons connected with him /her and provisions of Section 192 of the Act NOT attracted

(xvi) The Company is NOT a Non Banking Financial Company and hence the question of registration under Section 45-IA of the Reserve Bank Of India Act 1934 does not arise.

Refer to in paragraph 7(f)

The Independent Auditors Report on the standalone financial statements of Tulive Developers Limited for the year ended 31 st March 2016.

Report on the Internal Financial Controls under section 143 (3) (i) of the Companies Act 2013 ("Act")

We have audited the internal financial controls over financial reporting of TULIVE DEVELOPERS LIMITED ("the Company") as at 31 March2016 in conjunction with our audit Report of the standalone financial statements of the Company for the year ended on that date.

1. Management''s Responsibility for Internal Financial Controls :

The Company''s management is responsible for establishing and maintaining internal financial controls based on 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 Companies Act, 2013.

2. Auditor''s 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 control over financial reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to the prescribed under section 143(10)of the Companies Act,2013, to the extent applicable to an Audit of internal financial control and both issued by the Institute of Chartered Accountant of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the adequate internal financial control over financial reporting was established and maintained and if such control operated effectively is all material aspects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial Control System over financial reporting and their operating effectiveness Our Audit of internal financial control over financial reporting included obtaining an understanding of Internal financial controls over financial reporting , assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk . The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the company Internal Financial Control System over financial reporting .

3. Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

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

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

4. 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 the 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.

5. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on

(i) existing policies and procedures adopted by the Company for ensuring orderly and efficient conduct of the business.

(ii) continuous adherence to Company''s Policies;

(iii) existing procedures in relation to safeguarding of Company''s Fixed Assets, Investments, Inventories Receivables, Loans and Advances made and cash and cash equivalents;

(iv) existing system to present and detect fraud and errors;

(v) accuracy and completeness of the Company Accounting Records; and

(vi) existing capacity to prepare timely and reliable financial information.

FOR BHANDARI & KESWANI

Chartered Accountants

(Registration No.000433S)

P. BHANDARI

Place : Chennai 600 034

Date : 30/05/2016 Membership No. 17411


Mar 31, 2015

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

2. MANAGEMENT'S RESPONSIBILITY FORTHE STANDALONE FINANCIAL STATEMENTS:

The company's Board of Director 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 Companies (Accounts) Rules ,2014 .This responsibility also includes maintenance of adequate accounting record 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 judgment 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.

3. AUDITOR'S RESPONSIBILITY:

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(1) 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.

4.0PINI0N:

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

5. EMPHASEIS OF MATTERS: -NIL-

6. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS :

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

7 .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 bel ief 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 Reportare in agreement with the books of account;

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

(e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 does NOT have any pending litigations which would inspect its financial position except disputed tax demand pending on appeal as stated us Note No:20B (iii)

ii. The Company does NOT have any long term contract including derivatives contract for which there were any material foreseeable losses.

iii. There were NO amount which were required to be transferred to Investor Education and Protection Fund by the company.

ANNEXURE

Referred to in paragraph 6 of our report of even date to the members of Tulive Developers Ltd regarding the Accounts of the Company for the year ended 31 st March 2015

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

(i) (a) TheCompany is maintaining proper records showing full particulars, including quantitive details and situations of its Fixed Assets;

(b) These Fixed Assets have been physically verified by the management at reasonable intervals and, no material discrepancies were noticed on such verification;

(ii) Since the Company is NOT engaged in any trading or manufacturing activities clauses (a), (b) and (c) are not applicable for this financial year.

(iii) (a)The Company has balances in the Current Accounts (interest free) with following firms in which the Company is a Partner.

PARTICULARS TULIE ESTAE TULIVE BUILDERS Rs Rs

Balance as at 01.04.2014 12,58,46,946.60 35,04,18,586.71

Less :Amount Received during - 9,75,00,000.00 the year 12,58,46,946.60 25,29,18,586.71

Add :Share of Profit for the year 2,42,74,253.04 4,93,51,896.74 ended 31.03.15

Balance in Current Account as at 15,01,21,199.64 30,22,70,483.45 31.03.2015

(a) The receipt of amounts are regular.

(b) There were No overdue amounts.

(iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of Fixed Assets and for services rendered . There were no purchase of Inventories or Sale of goods during the financial year;

(v) TheCompany has NOT accepted any Fixed Deposits ;

TULIVE DEVELOPERS LIMITED, MUMBAI - 400 009.

(vi) The Central Government has NOT specified maintenance of Cost Records underSection 148(1)with reference to the present activities of the Company.

(vii) (a) The Company is regular in depositing undisputed statutory dues, like income Tax, Wealth Tax, Service Tax etc., and other statutory dues with the appropriate authorities.

(b) The Company has not deposited disputed Income Tax demand of Rs 1,90,020/- relating to Income Tax Assessment year 2012-2013 and the disputed Assessment is pending as appeal before Commissioner of Income Tax (Appeal) -6, Mumbai -20.

(c) There were NO amounts which were required to be transferred to the Investor Education and Protection Fund bytheCompany.

(viii) The Company has NO accumulated losses at the end of the financial year and the Company and has NOT incurred cashlossesin this financial year and inthe immediately preceding financial year;

(ix) The Company has NOT defaulted in repayment of dues to a Bank. The Company has NOT issued debentures.

(x) The Company has NOT given any guarantee for loans taken by others from Bank or Financial Institutions;

(xi) Term Loan received in an earlier year was applied for the purpose for which the loan was Obtained;

(xii) Nofraudonorby the company has been noticed or reported during the year.

For BH AN DARI & KESWANI Chartered Accountant FRN 000433S

P. BHANDARI Place : Chennai 600006 PARTNER Date: 30-05-2015 , Membership No :17411


Mar 31, 2014

1. REPORT ON THE FINANCIAL STATEMENTS:

We have audited the accompanying financial statements of TULIVE DEVELOPERS LIMITED, which comprise the Balance Sheet as at 31st March 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended.

2. MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position , financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Sec211 (3C) of the Companies Act 1956 (''the Act"). read with the General circular No 15/2013 dated 15th September 2013 of the Ministry of Corporate Affairs in respect of Sec 133 of Companies Act 2013. This responsibility includes , the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that are free from material misstatement , whether due to fraud or error.

3. AUDITORS'' RESPONSIBILITY:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India .Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whther 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 auditors'' judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments , the auditor s consider 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 presentations of the financial statements.

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

4. 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 case of Balance Sheet of the state of affairs of the company as at 31st March2014;

b) In the case of the Profit and Loss statement of the PROFIT for the year ended on that date;

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

5. 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 227 (4A) of the Act , we give in the "Annexure" a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) In our opinion proper books of account as required by law have been kept by the company so for as appears from our examination of those books.

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

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT Referred to in paragraph 5.1 under "Report on other Legal and Regulatory Requirements" of our report of even date :

(i) (a) The Company is maintaining proper records showing full particulars , including quantitive details and situations of its Fixed Assets;

(b) These Fixed Assets have been physically verified by the Management at reasonable intervals and , no material discrepancies were noticed on such verification;

(c) There were no sale / disposal of any substantial part of Fixed Assets of the Company ;

(ii) Since the Company is not engaged in any trading or manufacturing activities clauses (a), (b) and (c) are not applicable for this year .

(iii) (a) The Company has granted interest for advances to the following firms in which the Company is a Partner.

Particulars M/s.KERRY M/s. TULIE ESTATE ESTATE Rs Rs

Balance as at 01.04.2013 Dr 79,70,846.81 12,65,19,974.90

Add : Transfer from Capital Account 16,50,000.00 -

Less : Received during the year 96,20,000.00 -

Less / Add : (Share of Loss) / Profit for the year (41,606.40) (6,73,028.30)

Balance as at 31.03.2014 40,759.59 12,58,46,946.60

Particulars M/s. TULIVE BUILDERS Rs

Balance as at 01.04.2013 Dr 31,59,73,927.49

Add : Transfer from Capital Account -

Less : Received during the year -

Less / Add : (Share of Loss) / Profit for the year 3,44,44,659.22

Balance as at 31.03.2014 35,04,18,586.71

Note :

(a) The company retired from the firm "KERRY ESTATE" with effect from close of transaction as at on 31.12.2013. The share of loss represents proportionate loss calculated on time basis .

(b) The Company has granted interest free rent deposit during earlier year to a HUF in which a director is a member. Since the amount are shown as balances in Current Account with the firms clauses (b ), (c), and (d) are not applicable.

(e) The Company has taken interest free unsecured loans from two body Corporates in which two of the directors are interested and also interest free unsecured loans from the two directors covered in the register maintained under Section 301 of the Companies Act 1956 and the particulars of number of parties and the amounts involved in the transactions are as follows:

Particular From Body Corporates From Directors

(i) Number of Parties 2 2

Rs Rs

(ii) Details of Transaction

Balance as at 01.04.2013 68,300,000 50,864,754

Less : Repayments 3,000,000 14,164,754

Sitting fees credited - 20,000

Balance as at 31.03.2014 65,300,000 36,720,000

(f) Being interest free unsecured loans other the terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the Company .

(g) The repayment of the principal of interest free loans are also regular.

(iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed Assets and for services rendered . There is No continuing failure in the internal control system.

(v) (a) The particulars of contracts or arrangements referred in Section 301 of the Act have been entered in the Register required to be maintained under that Section ; and

(b) The transactions made in pursuance of such contracts or arrangements have here made at the rates/prices which are reasonable having regard to the prevailing market prices at the relevant time .

(vi) The Company has NOT accepted deposits from the public ;

(vii) The Company has a formal Internal Audit System commensurate with its size and the nature of its business;

(viii) The Central Government has not prescribed maintenance of COST RECORDS under Section209(1) (d) of the "ACT" in respect of the present activities/ operations of the Company;

(ix) The Company is regular in depositing undisputed dues under applicable Statutes like Income Tax, Service Tax and the company is NOT in arrears of any out standing statutory liabilities for a period of more than six months from the date they become payable as at 31st March 2014;

(x) The Company does not have any accumulated losses at the end of the financial year and the Company has NOT incurred cash losses in the financial year and in the immediately preceding financial year;

(xi) The Company has NOT defaulted in repayment of dues to a Bank in respect of term loan obtained.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares , debentures and other securities;

(xiii) The Company is NOT engaged in the Business of Chit Fund / NIDHI / Mutual Benefit Fund and the provisions of clause(xiii) of the Order are NOT applicable;

(xiv) The Company is NOT dealing or trading in Shares, Securities debentures and other investments.

(xv) The Company has NOT given any guarantee for loans taken by others, from Banks or Financial Institutions.

(xvi) The Company has NOT obtained any term Loan during the year and the term loan obtained in the earlier year from a Bank was applied for the purpose for which the loan was obtained ;

(xvii) The Company did NOT raise any funds on short term basis;

(xviii) The Company did NOT issue any shares during the year;

(xix) The Company has NOT issued any debentures during the year;

(xx) The Company did not raise any funds byway of public issue of shares during the year ;

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

For BHANDARI & KESWANI Chartered Accountant FRN 0004335

P. BHANDARI Place : Chennai 600006 PARTNER Date : 30-05-2014 Member ship No :17411


Mar 31, 2013

1. REPORT ON THE FINANCIAL STATEMENTS:

We have audited the accompanying financial statements of TULIVE DEVELOPERS LIMITED, Mumbai- 400009( "the Company") which comprise the Balance Sheet as at 31st March 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of Accounting Policies and other explanatory information.

2. MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position , financial performance and cash flows of the company in accordance with the Accounting Standards referred in Sub Sec (3C) of Sec 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 giveatrue and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 the 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 the management as well as evaluating the overall presentations of the financial statements.

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

4. 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 andfair view in conformity with theAccounting Principles generallyaccepted in India ;

a) In case of Balance Sheet ofthestateofaffairsofthecompanyasat31stMarch2013

b) In the case of the Profit and Loss statement of the PROFIT for theyear ended on that date.

c) In the case of the Cash Flow Statement, of the cash flows forthe yearendedon thatdate.

5. 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 lndiaintermsofsubsection(4A)ofSection227oftheAct,wegive inthe "Annexure" a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. AsrequiredbySection227(3)oftheAct,wereportthat :

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose of ouraudit;

b) In our opinion proper books of account as required by law have been kept by the company so for as appears from our examination of those books.

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

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

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

f) Since the Central Government hasnotissuedanynotificationastotherateatwhich thecess istobepaid under Section 441A of Companies Act 1956 nor has it issued any Rules under the said Section, prescribing the manner in which suchcessistobepaid.no cess is due and payable by the Company.

The statement of Annexure refered to in paragraph 5.1 of our Report of even date to the members of "Tulive Developers Limited", Mumbai - 400 009 regarding the accounts of the company for the year ended 31st March 2013.

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

(i) (a) The Company is maintaining proper records showing full particulars, including quantitive details and situation of its Fixed Assets.

(b) Inventories have been physically verified during the year by the management at reasonable intervals and, no material discrepancies were noticed on such verification.

(c) No Fixed Asset has been disposed during the year and therefore does not affect its going concern assumption.

(ii) (a) The Company had no stock-in-trade except work-in-progress duly verified duringthe year by the management at reasonable intervals.

(b) The procedures of verifications of work-in-progress followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company Is maintaining proper records of its work-in-progress. No material discrepancy was noticed on physical verification taken by the management as compared to book records.

(iii) (a) The Company has granted interest for advances to the following firms in which the Company is a Partner.

KERRY TUUE TULIVE ESTATE ESTAE BUILDERS Rs Rs Rs

Balance as at 01.04.2012 40,150,434.36 148,339,335.82 358,389,265.50

Add : Advance during the year - 93,100,000.00 100,000.00

Less : Receipts during the year 33,385,000.00 149,457,555.00 87,515,314.00

Share of Profit/(Loss) 1,205,412.45 34,538,194.08 44,999,975.99

Balance as at 31.03.2013 7,970,846.81 126,519,974.90 315,973,927.49

TULIVE TLIVE ECR PROPERTIES Rs Rs

(1,491,689.92) -

- 32,340,000.00

- 32,340,000.00

(48,024.00) (2,678.00)

(1,539,713.92) (2,678.00)

(The company ceased to be a partner in "TULIVE ECR " at the close of transaction on 31.03.2013). Since the Company didn''t grant any other advances in the nature of loans, our reporting under clauses (b)(c)and (d) does notarise.

(a) The Company has taken interest free unsecured loans from two body Corporates in which two of the directors are interested and also interest free unsecured loans from the two directors covered in the register maintained under Section 301 of the Companies Act 1956 and the particulars of number of parties andtheamounts invested in the transactions are as follows:

Particulars From Body Corporates From Directors

(a) Number of Parties 2 2

(b) Details of Transactions. Rs Rs

Balance as at 01.04.2012 68,300,000 222,904,754

Amounts received during the year - -

Amounts returned during the year - 172,040,000

Balance as at 31.03.2013 68,300,000 50,864,754



(iv) Being interest free unsecured loans other terms and conditions of loans taken by the company are prima facie NOT prejudicial to the interest of the company. There is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of fixed assets, payments for expenses and for service rendered , No major instance of continuing failure to correct any majorweakness in the internal control system has been noticed.

(v) (a) The particulars of contracts or arrangements referred in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(b) The unsecured Loans from Body corporates and Directors having been received free of interest, the question of reporting of reasonableness having regard to prevailing market rate at the relevant time does notarise.

(vi) The Company has not accepted any fixed deposits from the public covered under Section 58A and 58AA of the Act.

(vii) The Company has a formal Internal Audit System commensurate with its size and the nature of its Business.

(viii) The Central Government has not prescribed maintenance of COST RECORDS under Section209(1)(d)ofthe"ACT" in respect of the present activities/operations of the Company.

(1X) (a) There are No undisputed Statutory dues in respect of Provident Fund, Investor Educations and Protection Fund , Employees State Insurance , Income Tax ( excepting Rs 1,70,186/- relating to Assessment Year 1995-96 details of which are not available), Wealth Tax,, Service Tax, Customs Duty, Exercise Duty, Cess to the extent applicable and any other Statutory dues have generally been regularly deposited with appropriate authorities. According to the information and explanations given to us, there were no outstanding statutory dues as on 31 st March 2013 for a period of six months from the dates they became payable.

(b) There are no disputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duties and Exercise Duty.

(x) The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediate preceding financial year.

(xi) The Company has not defaulted in repayment of installments of term loan obtained from Bank till 31 st March 2013.

(xii) 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 is not engaged in the business of Chit Fund / NIDHI / Mutual Benefit Fund and the provisions of clause(xi ii) of the Order are not appl icable.

(xiv) The Company is not dealing or trading in Shares, Securities debentures and other investments.

(xv) The Company has not given any guarantee for loans taken by others, from Banks or Financial Institutions.

(xvi) The Company has obtained term Loan from Bank for purchase of Motor Vehicle (Mahindra XUV500Reg No TN 01-J9185) during the previous yearand thesamewas applied for the purpose for which term loan was granted.

(xvii) The Company did not raise any funds on short term basis.

(xviii) The Company did not issue any shares during the year.

(xix) The Company did not issue any debentures during the year.

(xx) The Company did not raise any funds by public issue of shares during theyear.

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



For BHANDARI & KESWANI

Chartered Accountants

FRN 000433 S



P. BHANDARI Place: Chennai- 600034 PARTNER

Date: 30/05/2013 Membership No. 17411


Mar 31, 2012

1. We have audited the attached BLANCE SHEET of M/s. TULIVE DEVELOPERS LIMITED, as at 31st March, ] 2012 and also the Profit and Loss Statement and Cashflow Statement for the year ended on that date! annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibi lity is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order 2003, issued by the Central Government in terms i 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;

4. Further to our comments in the ANNEXURE, referred to above, we report that:

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

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

(iii) The Balance Sheet and the Profit and Loss Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and the Profit and Loss statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companied Act, 1956.

(v) The Central Government is yet to notify the date from which CESS is payable under Section 441A of the Companies Act, 1956.

5. On the basis of written representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31M March 2012 from being appointed as a Director in terms of Section 274(1 Kg) of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts and the NOTES forming part of accounts give the information 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 2012

and

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

ANNEXURE TO AUDITORS' REPORT OF EVEN DATE

(Refer Paragraph 3 of the Report)

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.(tangible assets)

(b) The fixed (tangible) assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification

(c) There was no disposal of substantial part of (tangible) fixed assets, during the year.

(ii) There were no purchase of any stocks or materials during the year and our reporting under sub clauses (a), (b) &(c) under clause (ii) does notarise.

(iii) The Company has granted interest free advances to the following firms in which the company is a partner.

Tulive Estate Tulive Properties Tulive Builders Particulars Rs. Rs. Rs.

Balance as at 1.4.2011 16,04,91,398.39 23,31,52,218.00 -

Add: Advance during the year 18,54,89,837.00 12,26,26,200.00 36,71,65,314.00

34,59,81,235.39 35,57,78,418.00 36,71,65,314.00

Less: Received during the year 20,17,50,000.00 35,99,24,463.00 86,25,537.00

Balance 14,42,31,235.39 (41,46,045.00) 35,85,39,777.00

Share Profit / (Loss) for the year 41,08,100.43 26,54,355.08 (1,50,511.50)

Balance as ar 31.3.2012 Dr 14,83,39,335.82 Cr (14,91,689.92) Dr35,83,89,265.50

Since the company did not grant any advances in the nature of loans our reporting under sub clauses (b) to (d)does notarise.

(e) The company has taken interest free unsecured loans from two Directors and from two body corporate covered in the register maintained under Section 301 of the Companies Act 1956 and particulars of number of parties and the amounts involved in the transactions during the year are as follows.

From Body Corporates Particulars (Private Limited Companies) From Directors Rs. Rs.

Number of Parties 2 2

Balance as at 1.4.2011 6,83,00,000 22,38,79,754

Loans received during the year - 2,38,00,000

6,83,00,000 24,76,79,754

Less repayments during the year - 2,48,00,000

6,83,00,000 22,28,79,754

Add Agricultural development due expenses paid by directors - 25,000

Balance as at 31.3.2012 6,83,00,000 22,29,04,754

The above loans are free of interest and the terms and conditions are not prejudicial to the interests of the company and the repayments are regular.

(iv) There is an adequate Internal Control System commensurate with the size of the company and the nature of its business for the purchase of tangible assets. There were no purchases of inventory, or sale of goods effected by the company duri ng the year;

(v) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act 1956 have been duly entered inthe Register maintained under that Section.

(vi) The company did not accept any deposits from the public.

(vii) The company does not have a formal internal audit system commensurate with its size and the nature of its business.

(viii) The Central Government has not prescribed maintenance of COST RECORDS under Section 209(1) (d) of the Companies Act 1956, in respect of the present activities/operations of the Company,

(ix) (a) The Company is regular in depositing undisputed Statutory dues with appropriate authorities excepting the sum of Rs. 1,70,786/-being Income Tax due relating to Income Tax Assessment year 1995-96, the details of which are not available with the company. The provisions of other Statutes/Acts like Provident Fund, Investor Education and Protection Fund, ESI are not applicable to the company in respect of present activities of the company.

(x) With regard to disputed Income Tax Demand of Rs. 78,64,120/- relating to Income Tax Assessment year 2005-2006, the department has to delete the demand consequent to the decision of Income Tax Appellate Tribunal, Mumbai Bench E in its Order dated 17.6.2011 in Appeal No 1374/MUM/2010 in favour of the Company.

(xi) There is no accumulated loss at the end of the financial year. The company has not incurred cash loss! during the financial year and in the immediately preceding financial year.

(xii) 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 not being a Chit Fund /NIDHI/ Mutual Benefit Fund or Society, the provisions of Special Statutes applicable to such activities are not applicable to the company

(xiv) The company is not dealing or trading in shares, securities debentures and other investments.

(xv) The company has not defaulted in repayment of dues to a Bank in respect of term loan obtained during the financial year. The Company has not issued any debentures.

(xvi) The company has not granted any guarantee for loans taken by others from banks or financial institutions.

(xvii) Term Loan (for purchase of car Mahindra XUV500 Regn. No TN-01-AJ-9155) obtained from the bank during the year was applied for the purpose for which the loan was obtained.

(xviii) The company did not raise funds on short term basis

(xix) The company did not issue any shares during the year.

(xx) The company did not issue any debenture during the year.

(xxi) The company did not raise money by public issue during the year.

(xxii) As per records maintained and information made available to us no fraud on/or by the Company has been noticed or reported during the year.

For BHANDARI & KESWANI

Chartered Accountants

(Registration No. 000433S)

P. BHANDARI

Place: Chennai- 600006 PARTNER

Membership No. 17411

Date: 30/05/2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. TULIVE DEVELOPERS LIMITED, as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow Statement for the year ended on that date. These financial statements are the responsibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order 2003, issued by the Central Government in terms of 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:

(i) 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;

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

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companied Act, 1956.

(v) The Central Government has not so far notified the date from which cess payable under Section 441A of the Companies Act, 1956.

5. 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 2 74(1 Kg) of the Companies Act, 1956.

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

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

and

(b) in the case of the Profit and Loss Account of the "PROFIT" for the year ended on that date.

ANNEXURE TO AUDITORS REPORT OF EVEN DATE. (Refer Paragraph 3 of the Report)

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) There were no disposal of fixed assets during the year.

(ii) During the year the company did not acquire any item of inventories and hence our reporting under Sub clauses(a),(b) and (c) does not arise.

(iii) (a) The Company has granted interest free advances to two firms in which the company is a partner and the amounts advanced are debited to the current accounts of the firms (Refer Schedule 9).

Tulive Estate Tulive Properties

Balance as at 1-4-2010 Dr 158233100 -

Add: Advances granted during the year Dr 2617267 Dr 233234000

Less: Share of Loss etc Cr 358969 Cr 81782

Balance as at 31-3-2011 Dr 160491398 Dr 233152218

Since the company did not grant any advances in the nature of loans our reporting under sub clauses (b) to (d) does not arise.

(e) The company has taken interest free loans from two Directors and from two companies covered’ in the register maintained under Section 301 of the Companies Act 1956 and the amounts involved in the transactions during the year are as follows.

From Directors From private limited Companies

1. No. of Parties 2 2

2. Balance as at 1-4-2010 17,18,79,754 6,83,00,000

3. Amounts received during the year 5,20,00,000 -

4. Balance as at 31-3-2011 22,38,79,754 6,83,00,000

The Company did not pay any interest for the above loans and the terms and conditions are not prejudicial to the interest of the company and the repayments are regular.

(iv) The Company is having an adequate interval control system commensurate with the size of the company and the nature of its business for the purchase of fixed assets. There were no purchases of inventory or sale of goods affected by the company during the year.

(v) (a) The particulars of contracts or arrangements referred in Section 301 have been entered in the RegistermaintainedunderSection301 of the Companies Act 1956.

(b) The transactions made in pursuance of such contracts or arrangements have been made at rate which is reasonable having regard to the prevailing market rate at relevant time.

(vi) The company did not accept any deposits from public.

(vii) The company does not have any formal internal audit system commensurate with its size and the nature of its business.

(viii) 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 present activities/operations of the company,

(ix) (a) The Company has remitted all 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 excepting a sum of Rs.170786/- being income tax due relating to asst. year 1995-96 the details of which are not available with the company

(b) Disputed Income Tax Demand Rs.7864120/-The Company has not remitted the disputed Income Tax Demand of Rs.7864120/- (refer note No II (7) of Schedule 15) relating to Income Tax Asst. year 2005-2006. Second appeal filed by the company is pending before Income Tax appellate Tribunal Mumbai Bench.

(x) There is no accumulated loss at the end of the financial year. The company has not incurred cash loss during the financial year and in the immediately preceding financial year.

(xi) The company has no borrowings from any financial institution or from banks. The Company has not issued any debentures.

(xii) 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 not being a Chit Fund/NIDHI/Mutual Benefit Fund or Society, the provisions of Special Statutes applicable to such activities are not applicable to the company

(xiv) The company is not dealing or trading in shares, securities debentures and other investments.

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

(xvi) The company did not obtain any term loan during the year

(xvii) The company did not raise funds on short term basis

(xviii) The company did not make any preferential allotment of shares out of right issue of equity shares during the year.

(xix) The company did not issue any debentures during the year

(xx) The company has issued right shares and raised Rs.4968750/- during the year and the management has( disclosed the end use of funds raised on right issue.

(xxi) As per records and information made available no fraud on / or by the company has been noticed or reported during the year.

For BHANDARI & KESWANI

CHARTERED ACCOUNTS

Registration No. 000433 S

Place: Chennai.600034 P.BHANDARI

Date: 30 - 5 - 2011 PARTNER

Membership no: 17411


Mar 31, 2010

We have audited the attached Balance Sheet of M/s. TULIVE DEVELOPERS LIMITED (Formerly Known as Kerry Jost Engineering Limited) as at 31st March, 2010 and also the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto (all together referred) to the financial statement. 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.

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

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

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

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

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

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956;

(v) The Central Government is yet to notify the date from which Cess payable on gross turnover and receipts of the company under section 441 A of the Companies Act, 1956.

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 31 st March 2010 from being appointed as a Director in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

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

(a) in the case of the Balance Sheetthe state of affairs as at 31st March 2010

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

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

"ANNEXURE" TO AUDITORS REPORT OF EVEN DATE (Refer Para 3 of the Report)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situations of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) There were no disposals of fixed assets during the year.

(ii) The Company did not acquire any items of inventories during the year and hence our reporting under this clauses (a), (b) & (c) does not arise.

(iii) (a) The company has granted interest free advances to a firm in which the company is a partner and the amounts advanced are debited to the current account of the firm Messrs. TULIVE ESTATE (Refer Schedule 5)

Advances during the year 15,82,37,200

Add: 70% share of Loss in the firm 4,100

Balance as at 31.03.2010 15,82,33,100

(b) Since no advances in the nature of loans were granted Clauses (b), (c) and (d) are not appl icable.

(c) The company has taken interest free loans from two Directors and from Companies or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The number of parties and the amounts involved in the transactions during the year are as follows:

SI. Particulars No. Balance a$ at Loans Received Loans repaid Balance as at No. Par- ties 01.04.2009 during the year during the year 31.03.2010

1. Directors 2 191504754 161600000 181225000 171879754

2. Private Limited Companies 2 54000000 14300000 0 68300000

The company did not pay any interest for the above loans during the year and the terms and conditions are not prejudicial to the interest of the company. The repayments of principals are regular.

(iv) The company is having adequate internal control system commensurate with the size of the company and the nature of its business. There were no purchases of inventory or fixed assets and sale of goods during the year.

(v) (a) The particulars of contracts arrangements referred to in Section 301 of the Companies Act have been entered in the register required to be maintained under that section.

(b) Excepting borrowing of funds free of interest there were no other transactions made in pursuance of any contract.

(vi) The company has not accepted any deposits from the public.

(vii) The company does not. have any internal audit system commensurate with its size and nature of its business.

(viii) 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 present activities of the company.

(ix) The company has remitted all undisputed statutory dues during the year including provident fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with appropriate authorities.

DISPUTED INCOME TAX DEMAND OF Rs.7864120/-

The company has not so far remitted the disputed Income Tax Demand amounting to Rs.7864120/- being tax demanded by Assistant Commissioner of Income Tax,. OSD - 2, Mumbai relating to Income Tax Assessment year 2005 - 06 (Previous year ended 31.03.2005) as per Income tax Assessment Order U/s. 143(3) dated 31.12.2007. The company has filed an appeal challenging the assessment before CIT (A) II Mumbai and the same is pending disposal.

(x) There is no accumulated losses at the end of the financial year. The company has not incurred cash loss during the year and the company had incurred loss of Rs.189894/- in the immediate previous year.

(xi) The company had no borrowings from any financial institutions or from Banks. The company has not issued any Debentures.

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

(xiii) The company not being chit fund, Nidhi, Mutual Benefit Fund or Society the provisions of Special Statutes are not applicable.

(xiv) The company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) Thecompany did not obtain any term loan during the year.

(xvii) The company did not raise any funds on short term basis.

(xviii) The company has not made any allotments/ issue of shares during the year.

(xix) Thecompany did not issue any debentures during the year.

(xx) The company did not raise any money by public issues during the year.

(xxi) As per records and information made available no fraud on or by the company has been noticed or reported during the year.

For BHANDARI & KESWANI Chartered Accountants

Place: Chennai - 34 Date: 30.06.2010

P. BHANDARI

Partner

Membership No.17411

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