Auditor Report of Ashiana Housing Ltd.

Mar 31, 2023

Independent Auditor’s Report

To the Members of Ashiana Housing Limited

Report on the Standalone Financial StatementsOpinion

We have audited the accompanying standalone financial statements
of Ashiana Housing Limited (''the Company''), which comprise the
Balance Sheet as at 31 March 2023, the Statement of Profit and
Loss (including Other Comprehensive Income), Statement of Changes
in Equity and Statement of Cash Flow for the year then ended, and
Notes to the 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 financial statements give
the information required by the Companies Act, 2013 (''Act'') in the
manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India including Indian
Accounting Standards (''Ind AS'') specified under section 133 of the
Act, of the state of affairs (financial position) of the Company as at
March 31, 2023, and profit (financial performance including other
comprehensive income), its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor''s
Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants
of India (''ICAI'') together with the ethical requirements that are

relevant to our audit of the standalone financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we
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 matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor''s responsibilities for the
audit of the standalone Ind AS financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance

of procedures designed to respond to our assessment of the risks of
material misstatement of the standalone Ind AS financial statements.

The results of our audit procedures, including the procedures

performed to address the matters below, provide the basis for
our audit opinion on the accompanying standalone Ind AS financial
statements.

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

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual Report, but does not include the standalone
financial statements and our auditor''s report thereon.

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

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

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

In preparing the financial statements, the Board of Directors is
responsible for assessing the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Board

of Directors either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of Financial
Statements

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

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

• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in

the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion

on whether the company has internal financial controls with
reference to 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 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
financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope
of our audit work and in evaluating the results of our work; and (ii)
to evaluate the effect of any identified misstatements in the financial
statements.

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.

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("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”, a
statement on the matters specified in the paragraph 3 and 4 of the
Order to the extent applicable.

(A) 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), Statement of
change in Equity and the Cash Flow Statement dealt with by
this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements
comply with the Indian Accounting Standards specified
under Section 133 of the Act;

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

f) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our
separate report in "Annexure B". Our report expresses

an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls
over financial reporting.

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

i. The Company has, to the extent ascertainable, disclosed
the impact of pending litigations on its financial position in
its financial statements - Refer clause (d), (e), and (f) of
Note 12 to the financial statements;

ii. The Company does not have any material foreseeable losses
on long term contracts including derivative contracts which
would impact its financial position;

iii. there has been a delay of 3 days in transferring amounts,
required to be transferred, to the Investor Education and
Protection Fund by the Company.

iv. (a) 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 or
entity, including foreign entity ("Intermediaries"),
with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or
on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b) The management has represented, that, to the best
of its knowledge and belief, no funds have been
received by the Company from any person or entity,
including foreign entity ("Funding Parties"), with
the understanding, whether recorded in writing or

otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

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

v. The Company has complied with section 123 of the
Companies Act, 2013 in respect to declaration and
payment of dividend during the year.

vi. As Proviso to rule 3(1) of the Companies (Accounts) Rules,
2014 is applicable for the company w.e.f. April, 2023,
reporting under this clause is not applicable.

(C) With respect to the other matters to be included in the Auditor''s
Report in accordance with the requirements of section 197(16)
of the Act, as amended:

In our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with
the provisions of section 197 of the Act

For B.CHHAWCHHARIA & CO.

Chartered Accountants
Firm Registration No. 305123E

Abhishek Gupta

Partner

Membership No. 529082
UDIN- 23529082BGVOMQ3044

Place: New Delhi
Date: 30th May, 2023

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Mar 31, 2019

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ashiana Housing Limited (‘the company’), which comprise the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flow for the year then ended, and Notes to the 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 financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs (financial position) of the company as at March 31, 2019, and profit (financial performance including Other Comprehensive Income), its Cash Flows and the Changes In Equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

The company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon.

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

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

The company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including Other Comprehensive Income), Changes In Equity and Cash Flows of the company in accordance with the accounting principles generally accepted in India including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of Financial Statements

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

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

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

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has internal financial controls with reference to 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“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, a statement on the matters specified in the paragraph. 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), Statement of change in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

(e) on the basis of the written representations received from the directors as on 31^st March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act

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

i. the company has, to the extent ascertainable, disclosed the impact of pending litigations on its financial position in its financial statements - Refer clause (e) of Note 12 to the financial statements;

ii. the company does not have any material foreseeable losses on long term contracts including derivative contracts which would impact its financial position;

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

The Annexure referred to in Independent Auditors’ Report to the members of the company on the standalone financial statements for the year ended 31^st March 2019, we report that:

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

(b) According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of physical verification of its property, plant and equipment to cover all the items of property, plant and equipment in a phased manner, in our opinion, is reasonable having regard to the size of the company and the nature of its property, plant and equipment. Pursuant to the program, certain plant and Machinery is physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(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) According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals during the year which, in our opinion, is reasonable having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.

(iii) The company has not granted secured/unsecured loans to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘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 Companies Act, 2013 in respect of loans, investments, guarantees and securities made by the company.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

(vi) As certified by a Cost Accountant, the company has maintained cost records for the year under review, as prescribed under sub-section (1) of Section 148 to the extent applicable to the company. We have, however, not made a detailed examination of such records.

(vii) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, Goods and Service Tax, duty of customs, Cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, Goods and Service Tax, duty of customs and cess, as applicable, which have not been deposited on account of any dispute, except the following:

Name of the Statute	Amount (Rs. in lakhs)	Relating to the year	Forum where dispute pending
Income Tax Act, 1961	64.83	2015-16	Deputy Commissioner of Income Tax (petition to be filed)
Finance Act, 1994	77.2	2010-11 to 2012-13	Central Excise and Service Tax Appellate Tribunal
Finance Act, 1994	0.82	2012-13 to 2014-15	Central Excise and Service Tax Appellate Tribunal
Finance Act, 1994	0.79	2015-16	Central Excise and Service Tax Appellate Tribunal
Finance Act, 1994	1.41	2014-15	Commissioner (Appeals) Central Excise
Finance Act, 1994	1.37	2016-17	Commissioner (Appeals) Central Excise
Finance Act, 1994	0.65	2012-13 to 2015-16	Commissioner (Appeals) Central Excise
TNVAT Act, 2006	12.42	2015-16	Deputy Commissioner (Appeals) Commercial Tax
Finance Act, 1994	1.02	2012-13 to 2014-15	Commissioner (Appeals) Central Excise
RVAT Act, 2003	31.56	201 3-14 to 2016-2017	Assistant Commissioner, Commercial Tax
GVAT Act, 2003	0.87	2014-15	Deputy Commissioner (Appeals) Commercial Tax
TNVAT Act, 2006	4.68	2016-17	Assistant Commissioner (Appeals), Commercial Tax

(viii) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.

(ix) In our opinion and according to the information and explanation given to us, the company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year under review. Further term loans have been applied for the purposes for which those were raised.

(x) According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees have been noticed or reported during the year.

(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/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the company is not a nidhi company.

(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 and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the company, the company has made preferential allotment or private placement of non convertible debentures during the year under review and section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised.

(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.

(xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

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

We have audited the internal financial controls over financial reporting of Ashiana Housing Limited (“the company”) as of 31^st March 2019 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 31^st March 2019, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For VMSS & ASSOCIATES

Chartered Accountants

Firm Registration No. 328952E

Mahendra Jain

Partner

Membership No. 413904

Place: New Delhi

Date: 18th May, 2019

---

Mar 31, 2018

To the Members of ASHIANA HOUSING LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ashiana Housing Limited [''the Company’], which comprise the Balance Sheet as at 31^st March, 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The company’s Board of Directors is responsible for the matters 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 Indian Accounting Standards [Ind AS] prescribed under Section 133 of the Act, read with the Companies [Indian Accounting Standards] Rules, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

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

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

?pinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies [Auditor’s Report] Order, 2016 (“the Order”] issued by the Central Government of India in terms of sub-section [11] of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

[a] we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

[b] in our opinion proper books of account as required by law have been kept by the company so far as it appears from our examination of those books;

[c] the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

[d] in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act;

[e] on the basis of the written representations received from the directors as on 31^st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018 from being appointed as a director in terms of Section 1 64 [2] of the Act;

[f] with respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

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

i. the company has, to the extent ascertainable, disclosed the impact of pending litigations on its financial position in its financial statements - Refer clause [e] of Note 12 to the financial statements;

ii. the company does not have any material foreseeable losses on long term contracts including derivative contracts which would impact its financial position;

Hi. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

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

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

[b] According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

[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] According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals during the year which, in our opinion, is reasonable having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.

[iii] The company has not granted secured/unsecured loans to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 [''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 Companies Act, 2013 in respect of loans, investments, guarantees and securities made by the company.

[v] In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 Act and the Companies [Acceptance of Deposits] Rules, 2014 [as amended],

[vi] As certified by a Cost Accountant, the company has maintained cost records for the year under review, as prescribed under sub-section [1] of Section 148 to the extent applicable to the company. We have, however, not made a detailed examination of such records.

[vii] [a] According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, Goods and Service Tax, duty of customs, Cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

[b] According to the information and explanations given to us, there are no dues of income-tax, Goods and Service Tax, duty of customs and cess, as applicable, which have not been deposited on account of any dispute, except the following:

Name of the Statute	Amount (Rs, in Lakhs]	Relating to the year	Forum where dispute pending
Income Tax Act, 1961	43.36	2011-12	Commissioner [Appeals] - income Tax
Income Tax Act, 1961	64.83	2016-17	Deputy Commissioner of income Tax [petition to be filed]
Finance Act, 1994	77.20	2010-11 to 2012-13	Central Excise and Service Tax Appellate Tribunal
Finance Act, 1994	? .23	2014-2015	Central Excise and Service Tax Appellate Tribunal
Finance Act, 1994	? .67	2012-13 to 2014-15	Central Excise and Service Tax Appellate Tribunal
Finance Act, 1994	2.43	2012-13 to 2014-15	Commissioner [Appeals] Central Excise
Finance Act, 1994	? .79	2015-2016	Commissioner [Appeals] Central Excise
Finance Act, 1 994	3.76	2012-13 to 2014-15	Assistant Commissioner Central Excise

[viii] In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.

[ix] In our opinion and according to the information and explanation given to us, the company did not raise any money by way of initial public offer or further public offer [including debt instruments] during the year under review. Further term loans have been applied for the purposes for which those were raised.

[x] According to the information and explanations given to us, two instances of fraud on the company involving misappropriation of funds by its employees have been noticed during the year, total amount involved whereof is Rs,52.29 Lakhs. The company has initiated requisite actions in this regard including legal actions and for recovery of money.

[xi] According to the information and explanations given to us and based on our examination of the records of the company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

[xii] In our opinion and according to the information and explanations given to us, the company is not a nidhi company.

[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 1 88 of the Act and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

[xiv] According to the information and explanations given to us and based on our examination of 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.

[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.

[xvi] In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

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

We have audited the internal financial controls over financial reporting of Ashiana Housing Limited (“the Company”] as of 31^st March, 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 flCAl’]. 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 authorizations of management and directors of the company; and [3] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For VMSS & ASSOCIATES

Chartered Accountants

Firm Registration No. 328952E

Mahendra Jain Partner

Membership No. 413904

Place: New Delhi

Date: 29^th May, 2018

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Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ashiana Housing Limited (''the company’), which comprise the Balance Sheet as at 31^stMarch, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

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

Auditor’s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31^st March, 2017 and its profit and its cash flows for the year ended on that date.

The Annexure referred to in Independent Auditors'' Report to the members of the company on the standalone financial statements for the year ended 31^st March, 2017, we report that:

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

(b) According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(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) According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals during the year which, in our opinion, is reasonable having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.

(iii) The company has not granted secured/unsecured loans to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (''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 Companies Act, 2013 in respect of loans, investments, guarantees and securities made by the company.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

(vi) As certified by a Cost Accountant, the company has maintained cost records for the year under review, as prescribed under sub-section (1) of Section 148 to the extent applicable to the company. We have, however, not made a detailed examination of such records.

(vii) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess, as applicable, which have not been deposited on account of any dispute, except the followings:

Name of the Statute	Amount (Rs. in Lakhs)	Relating to the year	Forum where dispute pending
Income Tax Act, 1961	83.55	201 1-2012	Commissioner [Appeal], Income Tax
Finance Act, 1 994	79.59	2010-1 1 to 2014-15	Commissioner (Appeal), Central Excise
Finance Act, 1 994	8.46	2012-13 to 2014-15	Assistant Commissioner, Central Excise
Finance Act, 1 994	0.67	2014-15	CESTAT
Finance Act, 1 994	7.01	2014-15 to 2015-16	Superintendent, Central Excise
Rajasthan VAT Act	18.15	2014-15	Commercial Tax officer

For and on behalf of the Board

Vishal Gupta Ankur Gupta

(Managing Director] (Jt. Managing Director]

---

Mar 31, 2016

We have audited the accompanying standalone financial statements of
Ashiana Housing Limited (''the company''), which comprise the Balance
Sheet as at 31st March, 2016 the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation 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 provisions of the Act for safeguarding the assets of the
company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

(f) with respect to the adequacy of the internal financial controls
over financial reporting of the company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B"; and

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

i. the company has, to the extent ascertainable, disclosed the impact
of pending litigations on its financial position in its financial
statements – Refer clause (2) of Note 31 to the financial statements;

ii. the company does not have any material foreseeable losses on long
term contracts including derivative contracts which would impact its
financial position;

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

The Annexure referred to in Independent Auditors'' Report to the members
of the company on the standalone financial statements for the year
ended 31 March, 2016, we report that:

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

(b) According to the information and explanations given to us, all the
assets have not been physically verified by the management during the
year but there is a regular program of verification which, in our
opinion, is reasonable having regard to the size of the company and the
nature of its assets. No material discrepancies were noticed on such
verification.

(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) According to the information and explanations given to us, the
management has conducted physical verification of inventory at
reasonable intervals during the year which, in our opinion, is
reasonable having regard to the size of the company and nature of its
business. No material discrepancies were noticed on such verification.

(iii) The company has not granted secured/unsecured loans to companies,
firms, Limited Liability Partnerships or other parties covered in the
register maintained under section 189 of the Companies Act, 2013 (''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 Companies Act, 2013 in respect of loans,
investments, guarantees and securities made by the company.

(v) In our opinion and according to the information and explanations
given to us, the company has not accepted any deposits within the
meaning of Sections 73 to 76 of the Companies Act, 2013 Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as amended).

(vi) As certified by a Cost Accountant, the company has maintained cost
records for the year under review, as prescribed under sub-section (1)
of Section 148 to the extent applicable to the company. We have,
however, not made a detailed examination of such records.

(vii) (a) According to the records of the company, the company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, employees'' state insurance,
come-tax, sales-tax, wealth tax, service tax, duty of customs, duty of
excise, value added tax, cess and other material statutory dues, as
applicable, and no such statutory dues were outstanding as at the last
day of the financial year under review for a period of more than six
months from the date they became payable.

(b) According to the information and explanations given to us, there
are no dues of income-tax, sales-tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax and cess, as applicable, which
have not been deposited on account of any dispute, except the
followings:

name of the amount Relating to forum where dispute
Statute the year pnding

Income Tax
Act, 1961 20.29 2011-2012 Commissioner of
Income Tax

Finance
Act,1994 34.88 2011-2012 CESTAT

Finance
Act, 1994 86.30 2010-11 to Commissioner of
Income Tax
2014-15

Rajashtan VAT
Act 5.68 2007-2008 Commercial Tax officer

(viii) In our opinion and according to the information and explanations
given to us, the company has not defaulted in repayment of loans or
borrowing to a financial institution, bank, Government or dues to
debenture holders.

(ix) In our opinion and according to the information and explanation
given to us, the company did not raise any money by way of initial
public offer or further public offer (including debt instruments)
during the year under review. Further term loans have been applied for
the purposes for which those was raised.

(x) According to the information and explanations given to us, no fraud
by the company or on the company by its officers or employees have been
noticed or reported during the year.

(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/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.

(xii) In our opinion and according to the information and explanations
given to us, the company is not a nidh company.

(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 and the details of such transactions have been disclosed in the
financial statements as required by the applicable accounting
standards.

(xiv) According to the information and explanations 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.

(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.

(xvi) In our opinion, the company is not required to be registered
under section 45-IA of the Reserve Bank of India Act 1934.

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

We have audited the internal financial controls over financial
reporting of Ashiana Housing Limited ("the company") as of 31st March,
2016 in conjunction with our audit of the standalone financial
statements of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The company''s management is responsible for establishing and
maintaining internal financial controls based on the internal control
over financial reporting criteria established by the company
considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls over Financial
Reporting 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 authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company''s assets that could have a material effect
on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial
Reporting 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 31st March, 2016, based on the internal control over
financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India.

For B.Chhawchharia & Co.

Chartered Accountants

Firm Registration No 305123E

Abhishek Gupta

Partner

Membership No. 529082

Place: New Delhi

Date: 28th May, 2016

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Mar 31, 2015

We have audited the accompanying Standalone financial statements of ASHIANA HOUSING LIMITED, which comprise the Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management s Responsibility for the Standalone Financial Statements

The Company s Board of Directors is res ponsible for the matters stated in Section 134(5) of the Companies Act, 2013 (" the Act ") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 201 4. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1 . As required by the Companies (Auditor s Report ) Order, 2015 is sued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said 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, 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 Statement comply with the Accounting Standards notified 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 M arch, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013;

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in the Annexure ".

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:

a. The Company has, to the extent ascertainable, disclosed the impact of pending litigations on its financial position in its financial statements — Refer clause (2) of Note 31 to the financial statements;

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

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

Annexure to the Independent Auditors Report

Referred to in our Report of even da te for the year ended 31st March, 2015

1) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed as sets.

b) According to the information and explanation given to us, all the fixed assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained, no material discrepancies were noticed on such verification.

2) a) According to the information and explanations given to us, the management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) The Company has not granted any loans, secured or unsecured, to companies, or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

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 with regard to purchases of inventory and fixed assets and with regard to the sale of constructed units and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

6) As certified by a Cost Accountant, the Company has maintained cost records for the year under review, as prescribed under sub-section (1) of Section 148 to the extent applicable to the Company. We have, however, not made a detailed examination of such records.

7) a) According to the records of the Company, generally the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees s tate insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

b) There are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, as applicable, which have not been deposited on account of any dispute, except the following.

Name of the Amount Relating to Forum where Statute (Rs in lakhs) the year dispute pending

Income Tax 55.49 2011-2012 Commissioner Act,1961 of Income Tax

Finance 89.20 2007-08 Customs, Act, 1994 2010-11 Excise and Service Tax Appellate Tribunal, New Delhi

8) The Company does not have accumulated losses. The Company has not incurred any cash loss during the financial year covered by our audit and in the im mediately preceding financial year.

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

10) 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 as at the close of the year.

11) In our opinion and according to the information and explanation given to us, term loan have been applied for the purpose for which they were obtained.

12) 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 B.Chhawchharia & Co. Chartered Accountants Firm Registration No 305123E



Abhishek Gupta Partner Membership No. 529082

Place: New Delhi Date: 26th May, 2015

---

Mar 31, 2013

Report on the Financial Statements

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

Management'' s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section [3C] of section 211 of the Companies Act, 195B. 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

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

(a) in the case of the Balance Sheet, of the state of affairs of the company as at March 31,2013;

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

(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, 2003 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 said Order.

2. As required by section 227(3] of the Act, we reportthat:

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

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 and Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches visited by us;

d) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection [3C] of section 211 of the Companies Act, 195B;

e) On the basis of written representations received from the directors as on March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause [g] of sub-section (1 ] of section 274 of the Companies Act, 195B;

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 195B nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

Referred to in our report of even date for the year ended 31 st March, 2013.

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

b) According to the information and explanation given to us, all the fixed assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As explained, no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, the company has not disposed substantiaI pa rt of its fixed assets during the yea r.

2. a) According to the information and explanations given to us, the management has physically verified the inventory during the year. In ouropinion.thefrequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The company has not taken/given unsecured loans from/ to companies, firms and other parties covered in the Register maintained underSection 301 ofthe Companies Act, 195B.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size ofthe company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of constructed units and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts and arrangements referred to in Section 301 ofthe Companies Act, 195B that need to be entered into the register maintained underthatSection have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions that were made in pursuance of contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 ofthe Companies Act, 195B and aggregating during the year to Rs. 500,000/- or more, in respect of each party, 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 deposits from the public.

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

8. As certified by a Cost Accountant, the company has maintained cost records for the year under review, as prescribed under section 209(1 ](d] ofthe Companies Act, 195B read with Companies(Cost Accounting records] Rules, 2011 to the extentapplicabletothe company. We have, however, notmade a detailed examination of such records.

9. a) According to the records of the company, generally the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day ofthe financial year under review for a period of more than six months from the date they became payable.

b) There are no dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess, as applicable, which have not been deposited on account of any dispute.

10. The company does not have accumulated losses. The company has not incurred any 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, bank or debenture holder.

12. As per information and explanations provided to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In ouropinionthe company is nota chitfund ora nidhi/ mutual benefitfund/ society.

14. The company is not dealing or trading in shares, securities, debentures and other investments. However, Investments ofthe company are held in its own name.

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 as atthe close of theyear.

16. In our opinion and according to the information and explanation given to us, term loan have been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination ofthe balance sheet of the company, we report that the 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 undersection 301 ofthe Companies Act, 195B.

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

20. The company has not raised money by public issues during the financial year concerned.

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 B. CHHAWCHHARIA & Co.

Chartered Accountants

Abhishek Gupta

Partner

Firm Registration No: 305123E

Membership Number: 529082

Place: New Delhi

Date: May 30, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of Ashiana Housing Limited as at March 31, 2012, and also the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, 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 above, we report that:

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

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

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

(iv) Subject to our comments hereinafter, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant Accounting Policies and Notes to the Accounts, give the information required by the Companies Act, 1956, in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the company as at March 31,2012;

(b) in the case of the profit and loss account, of the profit for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Referred to in paragraph 1 of our Report of even date for the year ended March 31,2012.

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

b) According to the information and explanation given to us, all the fixed assets and capital work in progress have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As explained, no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, the company has not disposed substantial part of its fixed assets during the year.

2. a) According to the information and explanations given to us, the management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. a) The company has granted unsecured loan to one company covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 4.00 lakhs and year end balance of loan given to such company was Rs Nil.

b) In our opinion the terms and conditions on which interest free loan has been given to the company listed in the register maintained under Section 301 of the Companies Act, 1956 is, prima facie, not prejudicial to the interest of the company.

c) The company is regular in receiving the principal amounts as per stipulation.

d) As explained to us there is no overdue amount of loan given to the company listed in the register maintained under section 301 of the Companies Act, 1956.

e) The company has not taken any unsecured loans from companies, parties or other concern covered in the register maintained under Section 301 of the Companies Act, 1956.

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 with regard to purchases of inventory and fixed assets and with regard to the sale of constructed units and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

b) In our opinion and according to the information and explanations given to us, the transactions that were made in pursuance of contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 and aggregating during the year toRs 5,00,000/- or more, in respect each party, 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 deposits from the public.

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

8. As certified by a cost Accountant, the company has maintained cost records for the year under review, as prescribed under Section 209 (1) (d) of the Companies Act, 1956 read with Companies (Cost Accounting Records) Rules, 2011 to the extent applicable to the company. We have, however, not made a detailed examination of such records.

9. a) According to the records of the company, generally the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

b) There are no dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess, as applicable, which have not been deposited on account of any dispute.

10. The company does not have accumulated losses. The company has not incurred any 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, bank or debenture holder.

12. As per information and explanations provided to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion the company is not a chit fund or a nidhi/ mutual benefit fund/society.

14. The company is not dealing or trading in shares, securities, debentures and other investments. However, investments of the company, are held in its own name.

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 as at the close of the year.

16. In our opinion and according to the information and explanation given to us, term loan have been applied for the purpose for which they were obtained.

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

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

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

20. The company has not raised money by public issues during the financial year concerned.

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 B. CHHAWCHHARIA & Co.

Chartered Accountants

(Aashish Jaiswal)

Partner

Firm Registration No: 305123E

Membership Number: 66471

Place: New Delhi

Date: May 30, 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of Ashiana Housing Limited as at 31st March 2011, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto in which is incorporated the accounts of erstwhile Ashiana Retirement Villages Limited amalgamated with the Company w.e.f. 1st April, 2010 in terms of the Scheme of Amalgamation sanctioned by the Honble High Court, Kolkata vide their Order dated 21st March, 2011. 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

(iv) Subject to our comments hereinafter, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant Accounting Policies and Notes to the Accounts, give the information required by the Companies Act, 1956, in the manner so required and subject particularly to note no 6 on schedule 24 regarding change in method of Accounting for recognition of Revenue in respect of Real Estate Projects, having no impact on the profit for the year, 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 2011;

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

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

Annexure To The Auditors Report Referred to in paragraph 1 of our Report of even date for the year ended 31st March, 2011.

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

(b) According to the information and explanation given to us, all the fixed assets and capital work in progress have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed substantial part of its fixed assets during the year.

2 (a) According to the information and explanations given to us, the management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3 (a)The Company has granted unsecured loan to one company covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and year end balance of loan given to such company was Rs. 4 lakhs.

(b) In our opinion the terms and conditions on which interest free loan has been given to the company listed in the register maintained under Section 301 of the Companies Act, 1956 is, prima facie, not prejudicial to the interest of the company.

(c) The company is regular in receiving the principal amounts as per stipulation.

(d) As explained to us there is no overdue amount of loan given to the company listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company has not taken any unsecured loans from companies, parties or other concern covered in the register maintained under Section 301 of the Companies Act, 1956.

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 with regard to purchases of inventory and fixed assets and with regard to the sale of constructed units and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions that were made in pursuance of contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000/- or more, in respect of each party, 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 deposits from the public.

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

8 As informed to us maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the company.

9 (a) According to the records of the company, generally the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

(b) There are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, as

applicable, which have not been deposited on account of any dispute except as detailed below:

Name of the Nature of Amount Relating to Forum where Statute the Dues Rs. the year dispute is pending (Lakhs)

Income Tax Income Tax 7.51 1989-1990 Appellant Act, 1961 Tribunal and Asst. Commissioner of Income Tax

10 The company does not have accumulated losses. The company has not incurred any 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, bank or debenture holder.

12 As per information and explanations provided to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion the company is not a chit fund or a nidhi/ mutual benefit fund/ society.

14 The company is not dealing or trading in shares, securities, debentures and other investments. However, Investments of the Company, except investments transferred to the company on amalgamation of erstwhile Ashiana Retirement Villages Limited, are held in its own name.

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 as at the close of the year.

16 The Company has not taken any Term Loan during the year concerned.

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 the no funds raised on short- term basis have been used for long-term investment except permanent working capital.

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 Companies Act, 1956.

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

20 The company has not raised money by public issues during the financial year concerned.

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 B. CHHAWCHHARIA & Co. Chartered Accountants

(Vinit Bagaria) Partner Firm Registration No: 305123E Membership Number: 500872

Place: New Delhi Date : 26th May, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Ashiana Housing Limited as at March 31, 2010, and also the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

(iii) The Balance Sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) Subject to our comments hereinafter, the Balance Sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referres to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant Accounting Policies and Notes to the Accounts, give the information required by the Companies Act, 1956, in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the company as at March 31, 2010;

(b) in the case of the profit and loss account, of the profit for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 1 of our Report of even date for the year ended March 31, 2010.

1. (a) The companys records showing full particulars including quantitative details and situation of fixed assets is being updated by the company.

(b) According to the information and explanation given to us, all the fixed assets and capital work in progress have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed substantial part of its fixed assets during the year.

2. (a) According to the information and explanations given to us, the management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) The Company has granted unsecured loan to one company covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 101 lakhs and year end balance of loans given to such company was Rs. Nil.

(b) In our opinion the rate of interest and other terms and conditions on which loans has been given to the company listed in the register maintained under Section 301 of the Companies Act, 1956 is, prima facie, not prejudicial to the interest of the company.

(c) The company is regular in receiving the principal amounts as per stipulation and has been regular in the receipt of interest, as applicable.

(d) As explained to us there is no overdue amount of loan given to the company listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company has not taken any unsecured loans from companies, parties or other concern covered in the register maintained under Section 301 of the Companies Act, 1956.

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 with regard to purchases of inventory and fixed assets and with regard to the sale of constructed units and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions that were made in pursuance of contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5 Lakhs or more, in respect of each party, 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 deposits from the public.

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

8. As informed to us maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the company.

9. (a) According to the records of the company, generally the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

(b) There are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, as applicable, which have not been deposited on account of any dispute except as detailed below:



Name of Nature of Amount Rs. Relating Forum where the Statute the Dues (lakhs) to the year dispute

Pending

Appellant Tribunal and

Asst.

Income Income Tax 7.51 1989-1990 Commissioner

Tax Act, of Income Tax



10. The company does not have accumulated losses. The company has not incurred any 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, bank or debenture holder.

12. As per information and explanations provided to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion the company is not a chit fund or a nidhi/ mutual benefit fund/society.

14. The company is not dealing or trading in shares, securities, debentures and other investments. However, Investments of the Company are held in its own name.

15. According to the information and explanations given to us, the company has given corporate guarantee for loan taken by M/s. Ashiana Greenwood Developers, a firm in which the company is a partner, the terms and conditions whereof are not prejudicial to the interest of the company.

16. The Company has not taken any Term Loan during the year concerned.

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 the no funds raised on short - term basis have been used for long - term investment except permanent working capital.

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 Companies Act, 1956.

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

20. The company has not raised money by public issues during the financial year concerned.

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 B. CHHAWCHHARIA & Co. Chartered Accountants

(VINIT BAGARIA)

Partner

Firm Registration No: 305123E

Membership Number 500872

Place: Gurgaon

Date: May 29, 2010