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Auditor Report of Arihant Superstructures Ltd.

Mar 31, 2023

Arihant Superstructures Limited Report on the Audit of the Standalone Financial Statements

Opinion

Wo have audited the accompanying standalone financial statements of Arihant Superstructures Limited fthe Company** which comprise the Balance sheet as at 31 March, 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive income, the Cash Row Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our Information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act. 2013, as amended (*the Act*) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional Judgement, were of most significance In our audit of the standalone financial statements for the financial year ended 31 March. 2023. These matters were addressed »n the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and wo do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter Is provided in that context

We have determined the matter described below to be the key audit matter to be communicated in our report. We have fulfilled the responsibilities desenbed in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of matenal misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key Audit Matter

How the matter was addressed in our audit

Inventory Valuation

The Company''s inventory comprises of ongoing and completed real estate projects, unlaunched projects, and development rights As of March 31. 2023. the carrying value of nventories amounts to Rs. 13,203.04 Lakh.

The Inventories are carried at a lower of cost and net realizable value CNRV*) The determination of the NRV involves estimates based on prevailing market conditions, current price and expected date of commencement and completion of the project, the estimated future selling price, the cost to complete projects and selling costs.

Considenng the significance of the amount of carrying value of inventories in the financial statements and the involvement of significant estimation and judgment in such assessment of NRV. the same has been considered a key audit matter

Our audit procedure/testmg includes among others

- We read and evaluate the accounting policies and disclosures made in the financial statements with respect to inventories.

. Evaluating the management''s valuation methodology and assessing the key estimates, data input and assumption adopted in the valuation which includes comparing expected future average selling prtce with available market data such as the recently transacted price for similar properties located in the nearby vicinity of each property development projects and sales budget plan maintained by the company.

- Verifying the NRV assessment and comparing the estimated construction costs to complete each development with the company''s updated budgets.

- We have tested the NRV of the Inventories to carry value in the books on a sample basis.

Assessing the recoverability of carrying value of Investments and loans and advances made by the Company In subsidiaries and associate entities

As at March 31. 2023, the carrying values of the Company''s investment in subsidiaries and other entities amounted to Rs. 8.09 Lakhs. Further, the Company has granted loans and advances to its subsidiaries and others amounting to Rs. 4,526.45 Lakhs. Management reviews on a periodical basis whether there are any indicators of impairment of such Investments and loans and advances.

For cases where impairment indicators exist, management estimates the recoverable amounts of the Investments, as being higher than fair value fewer costs or disposal, and value in use Significant judgments are required to determine the key assumptions used in the determination of fair value In use.

As the impairment assessment involves significant assumptions and judgment, we regard this as a key audit matter.

Our procedures in assessing the impairment of the investment included, among others, the following:

We read and evaluate the accounting policies with respect to Investments.

We examined the management assessment In determining whether any impairment indicators exist.

We examined the management assessment In determining whether any impairment indicators exist.

We compared the recoverable amount of the investment to the carrying value in books.

We assessed the financial condition of entities to whom loans and advances were granted by obtaining the most recent audited financial statements of such entitles.

We performed inquiries with management on the project status and future business plan of entities to whom loans and advances were granted to evaluate their recoverability.

We assessed the disclosures made In the standalone financial statements regarding such investments and loans and advances

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone financial statements and our auditors''report thereon.

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

in connection with our audit of me standalone financial statements, our responsibility is to read the other information Identified above when »t becomes available and. In doing so. consider whether such other information is materially Inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated ir. based on the work we have performed, we conclude that there Is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(S) of the Act with respect to the preparation of these standalone financial statements that give a true and fair \new of the state of affairs (financial position), profit or loss (financial performance Including Other Comprehensive Income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, Including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 201S. as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding ot the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that arc reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are also responsible for overseeing the company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are (roe from material misstatement, whether due to fraud or error and to issue an auditors* report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material If, Individually or «n the aggregate, they could reasonabJy be expected to Influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs. we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3X0 of the Act. we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

• Evaluate the overall presentation, structure and content of the standalone financial statements. Including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31. 2023 and are therefore the key audit matters. We describe these matters In our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated »n our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order*), issued by the Central Government of India in terms of Section 143 (11) of the Act. we give in the "Annexurc AM, a statement on the matters specified in paragraphs 3 and 4 of the Order,

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive income, the Cash Row Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account-

id) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act. read with Companies {Indian Accounting Standards) Rules. 201S, as amended;

(e) On the basis of the written representations received from the directors as on March 31. 2023. taken on record by the Board of Directors, none of the directors arc disqualified as on March 31, 2023, from bemg appointed as a director in terms of Section 164 (2) of the Act;

{0 With respect to the adequacy of the internal financial controls with reference to these standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexurc B" to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31. 2023 has been paid/provided by the Company to Its directors In accordance wtth the provisions of Section t97 read with Schedule V to the Act;

(h) With respect to the other matters to be Included in the Aud«tor*s Report In accordance with Rule 11 of the Companies lAudit and Auditors) Rules, 2014. as amended, in our opinion and to the best of our information and according to the explanations given to us:

I. The company has. to the extent ascertainable, disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note 35 to the standalone financial statements;

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

111. The company Is required to transfer Rs. 0.01 Lakhs to the Investor Education and Protection Fund;

iv. {i> The Management has represented that to the best of its knowledge and belief, no funds

have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person/entity, including foreign entities (''Intermediaries''), with the understanding whether recorded in writing or otherwise, that the Intermediary has. whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries*) or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;

(ii) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person/entity, including foreign entities, with the understanding, whether recorded in writing or otherwise. as on the date of this audit report, that the company has directly or indirectly, lend or Invest in other persons or entities Identified In any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(ill) Based on our audit procedures which we have considered reasonable and appropriate In the circumstances and according to the information and explanations provided to us by the Management in this regard, nothing has come to the notice that has caused us to believe that the representations made by the Management under sub-clause (i) and (ii) contain any material misstatement.

v. As stated in Note 47 to the standalone financial statements:

(I) The Company has not paid any drvdend during the year; and

(Ii) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dMdend proposed is in accordanco with section 123 of the Act, as applicable.

w. Proviso to Rule 3(1) of the Companies (Accounts) Rules. 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility Is applicable to the Company w«th effect from April l. 2023. and accordingly, reporting under Rule 11(g) of Companies {Audit and Auditors) Rules. 2014 Is not applicable for the financial year ended March 31,2023.

For Kailash Chand Jain & Co.

Chartered Accountants

Firm Registration No.: 112318V/

Saurabh Chouhan

Partner

Membership No.: 167453

UDIN : 23167453BGRWCQ4537

Place : Navi Mumbai

Date : May 22, 2023


Mar 31, 2018

We have audited the accompanying standalone Ind AS financial statements of ARIHANT SUPERSTRUCTURE LIMITED (“the Company”) having its CIN L51900MH1983PLC029643, which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”).

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

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

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

AUDITOR’S RESPONSIBILITY

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

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

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

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

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

OPINION

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government in terms of Section 143 (11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of accounts.

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

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

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”

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

1. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements,

2. The company does not have any long term contracts including derivatives contracts for which there were any material foreseeable losses, and

3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India.

annexure - A TO THE INDEPENDENT AUDITORS’ REPORT OF EvEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ARIHANT SUPERSTRUCTURE LIMITED.

Referred to in Paragraph 2 (f) of ‘Report on Other Legal and Regulatory Requirements’ section of our Report of even date.

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

We have audited the internal financial controls over financial reporting of Arihant Superstructure Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

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

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE - B TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended March 31, 2018 we report that:

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

(b) The Fixed assets of the company have been physically verified by the management during the year and no material discrepancies have been identified on such verification. In our opinion the frequency of verification is reasonable.

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

(ii) Physical verification of Inventory has been conducted at regular intervals by the management and no material discrepancies were noticed on such verification.

(iii) The Company has granted loans to body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made, and guarantees and securities provided by it.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

(vi) The Central Government of India has not specified the maintenance of cost records under sub section (1) of 148 of the Companies Act for any of the products of the company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, goods and service tax, cess and other material statutory dues though there has been a slight delay in few cases, with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, goods and service tax, cess and other material statutory dues were in arrears as at March 31, 2018 for a period of more than six months from the date they became payable except as stated below.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs and duty of excise duty, value added tax as at March 31,2018 which have not been deposited on account of a dispute, are as follows:

Name of the statue

Nature of dues

Amount Rs. In Lakhs)

Period to which the amount relates

Forum where the dispute is pending

Service Tax Act, 1994

Service Tax

90.95

Oct-11 to Mar-16

Commissioner Appeal

Maharastra Vat Act, 2002

MVAT

59.78

F.Y.2009-10

Commissioner Appeal

Maharastra Vat Act, 2002

MVAT

2.02

F.Y. 2010-11

Commissioner Appeal

Maharastra Vat Act, 2002

MVAT

1.78

F.Y. 2011-12

Commissioner Appeal

The Income Tax Act, 1961

Income Tax

4.17

F.Y. 2009-10

ITAT - Mumbai

The Income Tax Act, 1961

Income Tax

15.35

F.Y. 2010-11

ITAT - Mumbai

The Income Tax Act, 1961

Income Tax

NIL

F.Y. 2011-12

ITAT - Mumbai

(viii) According to the information and explanation given to us and based on our examination of the records, the company has not defaulted in the repayment of loans or borrowing to any financial institutions, banks, governments and debenture holders as at balance sheet date.

(ix) In our opinion and according to information and explanation given to us the money raised by way of term loan has been applied, on an overall basis, for the purpose for which they were obtained.

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

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly paragraph 3(xiv) of the order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For Kailash Chand Jain & Co.

Chartered Accountants

Firm Registration No. : 112318W

Dipesh Mehta

Partner

Membership No. : 134607

Place: Mumbai

Date : May 23, 2018


Mar 31, 2015

We have audited the accompanying standalone financial statements of M/s Arihant Superstructures Ltd. ('the Company'), which comprise the Balance Sheet as at 31st March, 2015 and the statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matter which are required to be included in the audit report under 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. The Standards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statement is 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 material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal financial control relevant to the Company's preparation and fair presentation 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 and adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by company 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 standalone financial statements.

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015

(b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

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

(e) On the basis of written representations received from the directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164 (2) of the Act; and

(f) With respect to the other matters to be included in the Auditor's Reports in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 2.16 to the financial statements.

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

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

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the Standalone financial statement for the year ended 31st March 2015, we report that:

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

b) The Company has regular programme of physical verification of its fixed assets. As per information and explanation given to us no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

(ii) a) According to the information and explanation given to us, the inventory is physically verified during the year by the management of the company. In our opinion, the frequency of such verification is reasonable.

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

c) As Per explanation provided by the management the company is maintaining proper records of Inventory and no discrepancies were noticed on verification between physical inventories and books records.

(iii) The Company has granted unsecured loans, to six companies covered in the register maintained under Section 189 of the Act.

a) In respect of the aforesaid loan, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

b) In respect of the aforesaid loans, in the cases where the overdue amount is more than Rupees One Lakh, in our opinion, reasonable steps have been taken by the Company for the recovery of the principal amounts and interest.

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

(v) The Company has not accepted any deposit from the public within the meaning of section 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

(vi) The Central Government of India has prescribed the maintenance of cost records under section 148 (1) of the Act, however, as per information and explanations given to us, the said provisions are not applicable to the Company.

(vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of Income Tax, Sales Tax, Service Tax, though there has been a slight delay in payment of Professional Tax, with the appropriate authorities.

According to the information and explanations given to us , no undisputed amounts payable in respect of provident fund , income tax , sales tax , wealth tax, service tax duty of customs value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for the period of more than six months from the date they became payable other than Works Contracts Tax amounting to Rs. 63,366 which was paid beyond the period of 6 months since it became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales-tax, wealth-tax, service-tax, duty of excise, value added tax, cess which have not been deposited on account of any dispute. The particulars of dues of income tax as at 28/05/2015 which have not been deposited on account of a dispute, are as follows;

Name of the statute Nature of dues Amount Period to which the Forum where the dispute is (Rs.) amount relates pending The Income Tax Act, 1961 Income Tax 32,24,840/- FY. 2011-12 CIT Appeals

c) Accordingly to the information and explanation given to us the amounts which were required to transferred to the investor protection fund in accordance with the relevant provision of the Companies Act, 1956 and the rules there under has been transferred to such fund within time.

(viii) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended as on that date or in the immediately preceding financial year.

(ix) 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.

(x) The company has given guarantee of Rs. 16,60,00,000/- for loan taken by associate (Arihant Technoinfra Pvt. Ltd.) from Bank. In our opinion, the terms and conditions whereof are not prejudicial to the interest of the company.

(xi) In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.

(xii) According to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For and on behalf of KAILASH CHAND JAIN & CO.

CHARTERED ACCOUNTANTS Firm Reg. No.112318W.

Sd/- Dipesh Mehta Partner Mem. No. 134607

Place : Mumbai Date : 28/05/2015


Mar 31, 2014

1. We have audited the accompanying financial statements of M/s Arihant Superstructures Limited (''the Company''), 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 and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial statements

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

Auditors'' Responsibility

3. 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.

4. 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 material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors 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 but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014

(b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) In our opinion, the Balance Sheet and Statement of Profit and Loss dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 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 representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Auditors'' Report of

Arihant Superstructure Limited

(Referred to in paragraph 1 of our Report of even date)

1 a) According to the information and explanation given to us the company has maintained proper records showing full particulars including quantitative details & situation of fixed assets.

b) All the assets have been physically verified by management during the year and no material discrepancies were noticed on such verification.

c) During the year the company has not disposed any substantial part of fixed assets affecting going concern of the company.

d) None of the fixed assets have been revalued during the year.

2 a) As per the information and explanation given to us, the inventory is physically verified during the year by the management of the company. In our opinion, the frequency of such verification is reasonable.

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

c) As per explanation given to us the company is maintaining proper records of inventory and no discrepancies were noticed on verification between physical inventories and books records.

3 a) The company has granted unsecured loan to its six subsidiary companies. The maximum balance outstanding during the year was Rs. 9,768.27 Lakhs. And year-end balance of such loans amounted to Rs. 4,751.16 Lakhs.

b) In our opinion, the rate of interest and terms and conditions of such loans are prima facie not prejudicial to the interest of the company.

c) The receipt of principal amounts and interest has been as per stipulation.

d) There is no amount overdue in respect of loan granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

e) The Company has taken loan from three entities covered in the registered maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs 3208.32 Lakhs and the year end balance was Rs 967.70 Lakhs.

f) In our opinion, the rate of interest and other terms and condition for such loan are prima facie not prejudicial to the interest of the company.

g) In respect of loan taken, the company is regular in paying the principal amounts and interest as per terms and condition agreed.

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

5 According to the information and explanation given to us, In case of transaction exceeding the value of Rs. 5 Lakhs in the financial year in respect of a party that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956:

a) The transaction that needs to enter in the register maintained u/s 301 of the company Act, 1956 have been so entered.

b) In our opinion, each of these transactions has been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6 In our opinion, and according to information and explanation given to us, the company has not taken any deposits in accordance with section 58A, 58AA of the companies'' act 1956 during the year.

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

8 The central government of India has not prescribed the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Act for any of the product of the company.

9 a) According to the information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, profession tax, tax deducted at sources, wealth tax, service tax and other material statutory dues applicable to it.

b) According to information and explanation given to us there is no amount payable in respect of income tax, sales tax, service tax and other statutory dues that have not been deposited with appropriate authorities on account of any dispute.

10 The company has no accumulated losses. The company has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11 Based on our audit procedures and on the information and explanation given by management, we are of the opinion that the company has not defaulted in repayment of its due to any financial institution and bank during the year.

12 As informed, the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debenture and other securities. Accordingly, the provision of clause 4 (xiii) of the order are not applicable.

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) (Amendment) Order 2004 are not applicable to the Company.

14 In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) (Amendment) Order 2004 are not applicable to the Company.

15 The company has given guarantee of Rs. 16,60,00,000/- for loan taken by subsidiary (Arihant Technoinfra Pvt. Ltd.) from Bank. In our opinion, the terms and conditions whereof are not prejudicial to the interest of the company.

16 According to the information and explanation given to us , terms loans were applied for the purpose for which the loan were obtained..

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

18 During the year, the company has not made preferential allotment of shares to parties & Companies covered in the Register maintained U/s 301 of the Companies Act, 1956.

19 The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

20 We have verified the end use of money raised by right issue from the draft prospectus filed with SEBI, the offer document and as documents and as disclosed in the notes to the financial statements.

21 We have been informed that there is no fraud on or by the Company has been either noticed or reported during the financial year 2013-2014.

For and on behalf of KAILASH CHAND JAIN & CO. CHARTERED ACCOUNTANTS Firm Reg. No.112318W.

Sd/- DIPESH MEHTA PARTNER Mem. No. 134607

Place : Mumbai Dated : 28/04/2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of ARIHANT SUPERSTRUCTURES LIMITED (''the Company'') which comprise the Balance Sheet as at 3Ist March 20I3, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in the accordance with Accounting Standard referred in sub- section (3C) of section 2II of the Companies Act of I956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We conduct our audit in accordance with the standard 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 assessment, 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 presentation of Financial Statements.

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

In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principle generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the company as at 3Ist March, 20I3;

ii. In the case of the Statement of Profit & Loss, of the profit for the year ended on that date.

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

Report on Other Legal and Regulatory Requirement

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

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

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

b) In our opinion, proper Books of Account, as required by Law have been kept by the Company so far as appears from our examination of books;

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred in sub - section (3C) of the section 2II of the Companies Act, I956; and

e) On the basis of the written representations received from the Directors as on 3I March 20I3 and taken on record by the Board of Directors, and none of directors is disqualified as on 3I March 20I3 from being appointed as Director in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act, I956.

Annexure to the Auditors'' Report of ARIHANT SUPERSTRUCTURE LIMITED, on the Financial Statements for the year ended March 31, 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

b) Fixed Assets have been physically verified by the Management. In our opinion, the frequency of verification of the Fixed Assets is reasonable having regards to the size of the Company and nature of its Assets. No material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of Fixed Assets has not been disposed off during the year.

2 a) The management has conducted physical verification of inventory at reasonable intervals.

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

c) As per the explanation provided by the management the Company is maintaining proper records of Inventory and no discrepancies were noticed on verification between physical inventories and book records.

3 a) The Company has granted unsecured loans to its six Subsidiary Companies. The maximum balance outstanding during the year was Rs. 8,663.27 Lakhs and year end balance of such loans amounted to Rs.7,478.70 Lakhs.

b) In our opinion, the rate of interest, and other terms and conditions of such loans are prima facie not prejudicial to the interests of the Company.

c) The receipts of Principal amounts and Interest have been as per stipulations.

d) There is no amount overdue in respect of loans granted to Companies, Firms or other Parties listed in the register maintained under Section 30I of the Act.

e) The Company has taken loans from one entity covered in the register maintained under Section 30I of the Act. The maximum amount outstanding during the year was Rs. 2,657.07 Lakhs and the year-end balance was Rs. 2,485.56 Lakhs.

f) In our opinion, the rate of interest and other terms and conditions for such loans are prima facie, not prejudicial to the interest of the Company.

g) In respect of loans taken, the company is regular in repaying the principal amounts and interest as per the terms and conditions agreed.

4 In our opinion and according to the 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 the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5 a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 30I of the Companies Act, I956 have been so entered.

b) Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, I956 and the rules framed there under.

7 In our opinion, the Company has an adequate Internal Audit System commensurate with its size and the nature of its business.

8 We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9 According to the information and explanations given to us in respect of statutory dues:

a) 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 other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

b) There are no amounts in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and cess that have not been deposited with the appropriate authorities on account of any dispute

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

11 The Company has not defaulted in repayment of dues to a Financial Institution or a Bank or Debenture holders during the year.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Order are not applicable.

13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund/ Society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

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

15 In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from Banks or Financial Institutions are not prejudicial to the interest of the Company.

16 According to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

17 On the overall examination of the Balance Sheet, in our opinion no funds raised on short-term basis have been used for long-term investment.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 30I of the Act during the year.

19 No debentures have been issued during the year. Accordingly the provisions of clause 4 (xix) of the order is not applicable.

20 We have verified the end use of money raised by right issue from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to the financial statements.

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

For T N Gala & Associates

Chartered Accountants

FRN: 102951W

Sd/-

Talakchand N. Gala

Place: Navi Mumbai Proprietor

Date: 11.05.2013 MRN: 41186


Mar 31, 2012

We have audited the attached Balance Sheet of ARIHANT SUPERSTRUCTURES LTD. as on 31st March 2012 and also the annexed Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date (hereinafter referred to 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.

We have conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 Statement. 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 responsible basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government 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.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state that:

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

b) In our opinion, proper Books of Account, as required by Law, have been kept by the Company so far as appears from our examination of books.

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

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

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, and according to the information and explanation given to us, none of the Directors are prima facie disqualified as on March 31st, 2012 from being appointed as Director in terms of clause (g) of sub- section (1) of Section 274 of Act.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and Notes thereon give the information required by the Companies Act, 1956 in the manner so required and give true and fair view:-

i. In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2012; and

ii. In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date.

iii. In the case of the Cash flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT OF ARIHANT SUPERSTRUCTURES LIMITED,

on the Financial Statements for the year ended March 31, 2012

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the Books of Account and other records examined by us in the normal course of audit, we report that:

1. 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 as per a phased program of verification. In our opinion, the frequency of verification of the Fixed Assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of Fixed Assets has not been disposed off during the year.

2. a) The management has conducted physical verification of inventory at reasonable intervals.

b) The procedures of physical verification of Inventory 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 Inventory. The discrepancies noticed on verification between physical inventories and book records were not material in relation to the operation of the company and the same have been properly dealt with in the accounts.

3 a) The Company has granted unsecured loans to its three Subsidiary Companies. The maximum amount

outstanding during the year was Rs. 3,140.53 Lakhs and year-end balance of the such loans amounted to Rs.3,140.11 Lakhs.

b) In our opinion, the rate of interest, and other terms and conditions of such loans are prima facie not prejudicial to the interests of the Company.

c) The receipts of Principal amounts and Interest have been as per stipulations.

d) There is no amount overdue in respect of loans granted to Companies, Firms or other Parties listed in the register maintained under Section 301 of the Act.

e) The Company has taken loans from two entities covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 2,936.55 Lakhs and the year-end balance was Rs. 2,024.03 Lakhs.

f) In our opinion, the rate of interest and other terms and conditions for such loans are, prima facie, not prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount and interest amount are payable on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

4 In our opinion and according to the 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 the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5 a) Based on the audit procedures applied by us and according to the information and explanations provided

by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7 In our opinion, the Company has an adequate Internal Audit System commensurate with its size and the nature of its business.

8 We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9 According to the information and explanations given to us in respect of statutory dues:

a) 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 other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

b) There are no amounts in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and cess that have not been deposited with the appropriate authorities on account of any dispute

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

11 The Company has not defaulted in repayment of dues to a Financial Institution or a Bank or Debenture holders during the year.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Order are not applicable.

13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

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

15 In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from Banks or Financial Institutions are not, prima facie, prejudicial to the interest of the Company.

16 According to the information and explanations given to us, the Company has not borrowed any term loans from banks and financial institutions during the year.

17 On the overall examination of the Balance Sheet, in our opinion, no funds raised on short-term basis have been used for long-term investment.

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

19 No debentures have been issued during the year. Accordingly the provisions of clause 4 (xix) of the order is not applicable.

20 The Company has not raised money by rights issues during the year.

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

For T N Gala & Associates Chartered Accountants FRN: 102951W

Sd/-

Talakchand N. Gala

Place: Navi Mumbai Proprietor

Date: 04.08.2012 MRN: 41186


Mar 31, 2011

We have audited the attached Balance Sheet of ARIHANT SUPERSTRUCTURES LTD. as on 31st March 2011 and also the annexed Profit & Loss Account of the Company 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 based on our audit.

We have conducted our audit in accordance with Auditing Standards generally accepted in India. These standards require that we plan and perform the audit to obtain responsible 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 Statement. 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 responsible basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) 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.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state that:

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

b) In our opinion, proper Books of Account, as required by Law, have been kept by the Company so far as ap- pears from our examination of books.

c) The Balance Sheet and the Profit &. Loss Account dealt with by this report are in agreement with the Books of Account

d) In our opinion the Balance Sheet and the Profit & Loss Account complies with the mandatory Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, and according to the information and explanation given to us, none of the Directors are prima fa- cie disqualified as on March 31st, 2011 from being appointed as Director in terms of clause (g) of sub-section (1) of Section 274 of Act.

f) Reference is invited to Note No, 3 of Notes to Accounts read with Accounting Policy of Revenue Recognition of Schedule XIV, relating to the change in Accounting Policy adopted by the Company during the year, so as to bring them in line with norms generally followed in the industry and to make the Financial Statements more comparable. As a result of such change Profit Before Tax for the March 2011 is lower by Rs. 22,309,686/-

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and Notes thereon give the information required by the Companies Act, 1956 in the manner so required and give true and fair view:-

i. In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2011; and

ii. In the case of the Profit and Loss Accounts, of the Profit for the year ended on that date.

iii. In the case of the Cash flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT OF ARIHANT SUPERSTRUCTURES LIMITED. on the Financial Statements for the year ended March 31, 2011

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the Books of Account and other records examined by us in the normal course of audit, we report that:

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

b) The Fixed Assets has been physically verified by the Management during the year. In our opinion, the frequency of verification of the Fixed Assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of Fixed Assets has not been disposed off during the year.

2. a) The Inventory includes land, flats, Incomplete Projects (WIP), and construction and development material and development rights in identified land. Physical verification of Inventory except stocks represented by development rights, confirmations for which have been obtained have been conducted at reasonable intervals by the Management.

b) The procedures of physical verification of Inventory 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 Inventory and no material discrepancies were noticed on physical verification. The Physical verification of Inventory has been conducted at reasonable intervals by the Management.

3 a) During the year, the Company has given unsecured loans to three Subsidiary Companies. At the year end, the loans granted to three Subsidiaries aggregate to Rs. 1,698.76 Lakhs. The maximum balance outstanding during the year is Rs. 1,724.63 Lakhs.

b) The rate of interest, and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

c) The receipts of Principal amounts and Interest have been as per stipulations.

d) There is no amount overdue in respect of loans granted to Companies, Firms or other Parties listed in the register maintained under Section 301 of the Act.

e) The Company has taken loans from two entities covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 1,272.47 lacs and the year-end balance was Rs. 1,109.43 lacs.

f) In our opinion, the rate of interest and other terms and conditions for such loans are, prima facie, not prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount and interest amount are payable on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

4 In our opinion, there is 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.

5 a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6 The Company has not accepted any public deposit in the year of audit.

7 In our opinion, the Company has an Internal Audit System commensurate with its size and the nature of its business.

8 According to information and explanations offered to us, Central Government has not prescribed any maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

9 According to the information and explanations given to us in respect of statutory dues:

a) 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 other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

b) There are no amounts in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and cess that have not been deposited with the appropriate authorities on account of any dispute

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

11 The Company has not defaulted in repayment of dues to a Financial Institution or a Bank or Debenture holders during the year.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Order are not applicable.

13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

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

15 In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from Banks or Financial Institutions are not, prima facie, prejudicial to the interest of the Company.

16 In our opinion and according to the information and explanations given to us, the Term Loans have been applied for the purpose for which they were raised.

17 On the overall examination of the Balance Sheet, in our opinion, no funds raised on short-term basis have been used for long-term investment.

18 The Company has made preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act and price at which shares have been issued, in our opinion, prima facie is not prejudicial to the interests of the Company

19 No debentures have been issued during the year. Accordingly the provisions of clause 4 (xix) of the order is not applicable.

20 The Company has not raised money by rights issues during the year.

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



For T N Gala & Associates Chartered Accountants FRN: 102951W

Sd/- Talak N. Gala Proprietor MRN: 41186

Date : 05.05.2011 Place: Navi Mumbai


Mar 31, 2010

We have audited the attached Balance Sheet of Arihant Superstructures ltd. as on 31st March 2010 and the Proft & Loss Account and also the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 signifcant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a responsible basis for our opinion.

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

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

c) The Balance Sheet, Proft & Loss Account and Cash flow statement dealt with by this report are in agreement with the books of account

d) In our opinion the Balance Sheet, Proft & Loss Account and Cash flow statement complies with the Mandatory Accounting Standards referred in Section 211(3C) of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, and according to the information and explanation given to us, none of the Directors are prima facie disqualifed as on March 31st, 2010 from being appointed as 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 read together with the signifcant accounting policies and Notes thereon 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:- i. In the case of Balance Sheet of the State of affairs of the company as at 31st March, 2010; and ii. In the case of the Proft and Loss Accounts, of the Proft for the year ended on that date; and iii. In the case of the Cash flow statement, of the cash flows for the year ended on that date. ANNEXURE TO THE AUDITORS REPORT OF ARIHANT SUPERSTRUCTURES LIMITED. on the financial statements for the year ended March 31, 2010

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

1. 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 verifed by the management during the year. In our opinion, the frequency of verifcation of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verifcation.

c) It has been observed that no substantial part of fixed assets have been disposed off during the year, which can effects the going concern status of the Company.

2. a) The inventory includes land, construction work-in-progress, and construction and development material and development rights in identifed land. Physical verifcation of inventory (except stocks represented by development rights, confrmations for which have been obtained) have been conducted. In our opinion, the frequency of verifcation is reasonable.

b) The procedures of physical verifcation of inventory 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 inventory and no material discrepancies were noticed on physical verifcation.

3 a) Company has not granted any loans to parties covered under register maintained under Section 301 of the Companies Act, 1956.

b) Since the Company has not granted any loan the rate of interest and other terms and conditions does not apply.

c) Since the Company has not granted any loans, the terms of repayment do not apply.

d) There is no overdue amount in excess of Rs. 1 Lakh in respect of loans granted to companies, frms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

e) The Company has taken loans from three entities covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,283.50 lakhs and the year- end balance of loans taken from such parties was Rs. NIL.

f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, frms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount and interest amount are payable on demand in accordance with the terms and conditions, and the payment of principal and interest have been regular in accordance with such terms and conditions.

4 In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

5 a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

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

6 In our opinion and according to the information and explanations given to us the Company has not accepted any public deposit during the year under audit.

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

8 According to information and explanations given to us, Central Government has not prescribed for the Com- pany any maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9 a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education fund, employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty and other material statutory dues, as applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under sec- tion 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or other- wise of the Company in depositing the same

b) According to the information and explanations given to us, no undisputed amounts payables in respect of income-tax, sales-tax, wealth-tax, service-tax, custom duty and excise duty were in arrears at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of income tax, sales-tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute.

10 The Company has no accumulated losses at the end of the financial year. Further, the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture holders.

12 According to the information and explanations given to us, the Company has not granted any loans and ad- vances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund or a nidhi mutual beneft fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14 In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions which are not, prima facie, prejudicial to the interest of the Company.

16 According to the information and explanations given to us, the Company has not obtained any term loans dur- ing the financial year covered by our audit.

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

18 According to the information and explanations given to us, the Company has not made any preferential allot- ment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

19 According to the information and explanations given to us, the Company has not issued any debentures hence creating of charge or security is not applicable to the Company.

20 We have verifed the end use of money raised by right issue from the draft prospectus fled with SEBI, the offer document and as disclosed in the notes to the financial statements.

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

For T N Gala & Associates Chartered Accountants FRN - 102951W

Sd/- Talak N. Gala Proprietor M. No. 41186

Place: Mumbai Date : 23.04.2010

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