Auditor Report of Ganesh Housing Ltd.

Mar 31, 2025

We have audited the standalone financial statements
of GANESH HOUSING CORPORATION LIMITED (“the
company”), which comprise the Balance Sheet as at 31st
March 2025, and the Statement of Profit and Loss (including
other Comprehensive Income), and the Statement of
changes in Equity, and the Statement of Cash Flow for the
year then ended, and notes to the financial statements,
including summary of material accounting policies and
other explanatory information (hereinafter referred to as
“Standalone financial statement”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (the “Act”) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, and its profit (including
other comprehensive income), changes in equity and its
cash flows 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 SAs are further
described in the Auditor''s Responsibilities for the Audit of
the Standalone Financial Statements section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements
that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the
Rules there under, 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 on the Standalone Financial
Statements.

Key audit matters

Key audit matters (‘KAM'') 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. We have determined
the matter described below to be the key audit matters to
be communicated in our report.

The key audit matters		How our audit addressed the key audit matter
Property plant and Equipment & Capital work in progress -			refer note 1 & 2 to the standalone financial statements
As at March 31, 2025, the company has carrying amount		Our audit procedures included the following:
of Property plant and Equipment '' 21153.26 lakh, capital work in progress '' 35981.61 lakh,		•	We obtained and read management''s assessment for impairment.
Assessment of the recoverable amount of Property plant and Equipment & Capital work in progress has been identified as a key audit matter due to:		•	We obtained an understanding of the company''s capitalization policy and assessed for compliance with the relevant accounting standards.
*	Significance of the carrying amount of these balances.	•	We obtained understanding, evaluated the design and
*	The assessment requires management to make		tested the operating effectiveness of controls related
	significant estimates concerning the estimated future		to capital expenditure and capitalisation of assets.
	cash flows, qualitative assessments of the status of the project and its future depending on balance work to be performed or approvals to be received, demands raised by the customers, associated discount rates and growth rates based on management''s view of future business prospects.	•	Assessing the Company''s valuation methodology for the key estimates, data inputs and assumptions adopted in the valuation. This involved comparing expected average selling prices with published data such as recently transacted prices for similar generated properties from capital-work-in-progress
*	Changes to any of these assumptions could lead		located in the nearby vicinity of each project.
	to material changes in the estimated recoverable amount, impacting both potential impairment charges and potential reversals of impairment.	•	Verifying the NRV assessment and comparing the estimated construction costs to complete each development with the Company''s updated budgets.
*	The Company is in the process of executing SEZ projects towers. Since these projects take a substantial period of time to get ready for intended use and due to their materiality in the context of the Balance Sheet	•	We obtained understanding on management assessment relating to progress of projects and their intention to bring the asset to its intended use.
	of the Company, this is considered to be an area	•	We performed an understanding and evaluation of
	which had the significant effect on the overall audit		the system of internal control over the capital work in
	strategy and allocation of resources in planning and		progress, with reference to identification and testing
	completing our audit		of key controls.
		•	We assessed the progress of the project and the intention and ability of the management to carry forward and bring the asset to its state of intended use.

The key audit matters	How our audit addressed the key audit matter
Impairment of Investments in subsidiaries - projects (as described in note 4 of the standalone Ind AS financial
statements)
Assessment of impairment of investment in subsidiaries:	Our audit procedures to assess recoverability include the
The carrying amount of the investments in subsidiaries	following:
held at costless impairment represents 31.16% of the Company''s total assets respectively. The Company has investments in subsidiaries. These investments are carried at costless any diminution in value of such investments. The investments are analyzed for impairment at each reporting date by comparing the	•	Comparing the carrying amount of investments in the Company''s books with the net asset balance in the relevant audited/unaudited balance sheet of subsidiaries. This is to identify if their net assets (approximating their minimum recoverable amount) were more than their carrying amount.
carrying value of investments in the Company''s books with	•	For the investments where the carrying amount
the net assets of the relevant subsidiaries'' balance sheet.		exceeded the Company''s share in net asset value, we
Further, the Company assesses the projected cash flows		compared the carrying amount of the investment with
of the real estate projects in these underlying entities. This		the projected cash flow and profitability. This is based
involves significant estimates and judgment, due to the		on the approved business plans of the subsidiaries.
inherent uncertainty involved in forecasting future cash flows. There is significant judgment in estimating the timing of the cash flows and the relevant discount rate.	•	Evaluating, through an analysis of internal and external factors, whether there were any indicators of impairment in accordance with Ind AS 36.
The impairment assessment of these investments is complex and highly judgmental due to the significant estimation required to determine the Value-In-Use (VIU).	•	Testing the mathematical accuracy of the management''s assessment.
In particular, the determination of the VIU is sensitive to significant assumptions, such as changes in the discount	•	Considering the adequacy of disclosures in respect of the investment in subsidiaries.
rate, revenues, operating margin, which are affected by	•	Evaluating the significant assumptions used in the
expectations about future market or economic conditions		management''s assessment like the operating margins,
and other challenges.		discount rates, revenue growth rates, wherever
The company has three subsidiaries.		required by performing independent calculations and sensitivity analysis.
Considering the impairment assessment involves significant assumptions and judgment, this is considered a key audit matter.	•	The company has three subsidiaries. Two subsidiaries are profit-making, and the question of impairment does not arise. The third subsidiary was incorporated only four years ago, and it has not started any commercial activity and does not have any fixed assets.

The key audit matters	How our audit addressed the key audit matter
Accuracy and completeness of disclosure of related party transactions and compliance with the provisions of Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI (LODR) 2015’) (as described in note 42 of the standalone financial statements)
We identified the accuracy and completeness of disclosure of related party transactions as set out in respective notes to the consolidated financial statements as a key audit matter due to: the significance of transactions with related parties during the year ended March 31,2025. Related party transactions are subject to the compliance requirement under the Companies Act 2013 and SEBI (LODR) 2015.	Our audit procedures in relation to the disclosure of related party transactions included the following: • We obtained an understanding, evaluated the design and tested operating effectiveness of the controls related to capturing of related party transactions and management''s process of ensuring all transactions and balances with related parties have been disclosed in the standalone financial statements. • We obtained an understanding of the company''s policies and procedures in respect of evaluating arms-length pricing and approval process by the audit committee and the board of directors. • We agreed the amounts disclosed with underlying documentation and read relevant agreements, evaluation of arms-length by management, on a sample basis, as part of our evaluation of the disclosure. • We assessed management evaluation of compliance with the provisions of Section 177 and Section 188 of the companies Act 2013 and SEBI (LODR) 2015. • We evaluated the disclosures through reading statutory information, books and records and other documents obtained during the course of our audit.
Evaluation of uncertain tax positions
The Company is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including direct and indirect tax matters. These involve significant management judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the financial statements. Refer to Note 44 to the financial statements.	Our audit procedures include the following substantive procedures: • Obtained understanding of key uncertain tax positions; and • We along with our internal tax experts - Read and analysed select key correspondences, external legal opinions/consultations by management for key uncertain tax positions. Discussed with appropriate senior management and evaluated management''s underlying key assumptions in estimating the tax provisions; and Assessed management''s estimate of the possible outcome of the disputed cases.
Information Other than the Financial Statements and In connection with our audit of the standalone financial Auditor’s Report Thereon statements, our responsibility is to read the other The Company''s management and Board of Directors are information and, in doing s°, consider whether the °ther responsible for the other information. The other information information is materially inconsistent with the standalone comprises the information included in the Company''s financial statements, or our knowledge °iotained in the annual report but does not include the consolidated audit or otherwise appears to be materially instated. |f, financial statement, standalone financial statements and based on the work we have performed, we conclude that our auditors'' report thereon there is a material misstatement of this other information; we are required to report that fact. We have nothing to Our opinion on the standalone financial statements does report in this regard not cover the other information and we do not express any form of assurance conclusion thereon.

Management’s responsibility for the standalone
financial statements

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

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

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

Auditor’s responsibilities for the audit of the standalone
financial statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are 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 SAs 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 standalone financial statements.

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

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures

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

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

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

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

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

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

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 auditors''
report unless law or regulation precludes public disclosure

about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
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, 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 paragraphs 3
and 4 of the Order.

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

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

b. In our opinion proper books of accounts as
required by Law have been kept by the Company
so far as it appears from our examinations of
those books;

c. The Balance Sheet, Statement of Profit and Loss
including Other Comprehensive Income, the
Cash Flow Statement and Statement of Changes
in Equity dealt with by this report are in agreement
with the relevant 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, read with relevant rules issued there under;

e. On the basis of written representations received
from the directors and on record by the Board of
Directors, none of the directors is disqualified as
on 31st March, 2025 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 the 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 disclosed the impact of
pending litigations as at 31st March 2025
on its financial position in its standalone
financial statements as referred to in Note
No. 44 [A to I] to the standalone financial
statements.

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

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company during the year ended 31st
March 2025.

iv. (a) The Management has represented that,
to the best of its knowledge and belief,
other than as disclosed in the notes to the
accounts, no funds (which are material
either individually or in the aggregate) 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,
other than as disclosed in the notes to the
accounts, no funds (which are material
either individually or in the aggregate) 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 and
based on the test checks carried out by
the auditor, nothing has come to our notice
that has caused us to believe that the
representations under sub-clause (i) and (ii)
of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.
(Refer note no. 50)

v. As stated in Note no. 58 to the Standalone
Financial Statements:

The final dividend proposed in the previous year,
declared and paid by the Company during the
year is in accordance with Section 123 of the Act,
as applicable.

The Board of Directors of the Company has
proposed a final dividend for the year which is

subject to the approval of the members at the
ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with section
123 of the Act, as applicable.

vi. Based on our examination, which included test
checks, the Company has used accounting
software systems for maintaining its books of
accounts for the financial year ended March 31,
2025 which have the feature of recording audit
trail (edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software systems. Further,
during the course of our audit we did not come
across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

FOR, J M PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS
FRN:- 118007W

JATIN PARIKH

PARTNER

PLACE:- AHMEDABAD MEMBERSHIP NO.:- 033811

DATE :- 14/05/2025 UDIN: 25033811BMKRYJ6041

---

Mar 31, 2024

We have audited the standalone financial statements of GANESH HOUSING CORPORATION LIMITED ("the company"), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit and Loss (including other Comprehensive Income), and the Statement of changes in Equity, and the Statement of Cash Flow for the year then ended, and notes to the financial statements, including summary of material accounting policies and other explanatory information (hereinafter referred to as "Standalone financial statement").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit (including other comprehensive income), changes in equity and its cash flows 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 SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules there under, 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 on the Standalone Financial Statements.

Key audit matters

Key audit matters (''KAM'') 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. We have determined the matter described below to be the key audit matters to be communicated in our report.

The key audit matters	How our audit addressed the key audit matter
Investment in subsidiaries - projects (as described in note 4 of the standalone Ind AS financial statements)
Assessment of impairment of investment in subsidiaries:	Our audit procedures to assess recoverability included the following:
The carrying amount of the investments in subsidiaries held at	• Comparing the carrying amount of investments in the
cost less impairment represents 37.29% of the Company''s total	Company''s books, with the net asset balance in the relevant
assets respectively.	audited/unaudited balance sheet of subsidiaries. This is to
The Company has investments in subsidiaries. These	identify if their net assets (being an approximation of their
investments are carried at cost less any diminution in value of	minimum recoverable amount) were more than their carrying
such investments. The investments are analyzed for impairment	amount;
at each reporting date by comparing the carrying value of	• For the investments where the carrying amount exceeded the
investments in the Company''s books with the net assets of	Company''s share in net asset value, we compared the carrying
the relevant subsidiaries'' balance sheet. Further, the Company	amount of the investment with the projected cash flows and
assesses the projected cash flows of the real estate projects in	profitability. This is based on approved business plans of the
these underlying entities. This involves significant estimates	subsidiaries; and
and judgment, due to the inherent uncertainty involved in	• Considering the adequacy of disclosures in respect of the
forecasting future cash flows. There is significant judgment in estimating the timing of the cash flows and the relevant	investment in subsidiaries.
discount rate.	• The company has three subsidiaries. Two subsidiaries are profitmaking, and the question of impairment does not arise. The
The company has three subsidiaries.	third subsidiary was incorporated only three years ago, and it
Considering the impairment assessment involves significant	has not started any commercial activity and does not have any
assumptions and judgment, this is considered a key audit matter.	fixed assets.
Inventories - projects (as described in note 8 of the standalone Ind AS financial statements)
Assessment of net realisable value (NRV) of inventories:	Our audit procedures to assess the net realisable value (NRV) of
Inventories on construction of residential units comprising	inventories included the following:
ongoing and completed projects, initiated but not launched	• Enquiry with the Company''s personnel to understand the basis
projects and land stock represents a significant portion of the	of computation and justification for the estimated recoverable
Company''s total assets.	amounts of the unsold units ("the NRV assessment");
The Company recognises profit on the sale of each commercial &	• Assessing the Company''s valuation methodology for the
residential unit concerning the overall profit margin depending	key estimates, data inputs and assumptions adopted in the
upon the total cost incurred on the project. A project comprises	valuation. This involved comparing expected average selling
multiple units, the construction of which is carried out over	prices with published data such as recently transacted prices for
several years. The recognition of profit for the sale of a unit is	similar properties located in the nearby vicinity of each project
therefore dependent on the estimate of future selling prices	and the sales budget maintained by the Company;
and construction costs. Further, estimation uncertainty and	• While analyzing the expected average selling price, we have
exposure to cyclicality exist within long-term projects.	performed a sensitivity analysis on the selling price and
Forecasts of future sales are dependent on market conditions,	compared this to the budgeted cost;
which can be difficult to predict and be influenced by political	• For our samples, obtained the fair valuation reports of such land
and economic factors.	parcels for assessing the valuation methodology, key estimates
Considering the significance of the amount of carrying value of	and assumptions adopted in the valuation; and
inventories and the involvement of significant estimation and	• Verifying the NRV assessment and comparing the estimated
judgement in assessment of NRV, this is considered as a key	construction costs to complete each development with the
audit matter.	Company''s updated budgets; • Obtaining a Register Valuer''s certificate for a vast track of property becomes an extremely costly proposition for estimating NRV & hence, other methods are used.

The key audit matters	How our audit addressed the key audit matter
Land advances - refer note 12 to the standalone financial statements
Assessment of recoverability of land advances. Land advance	Our audit procedures to assess the recoverability of land advances
represents a significant portion of the Company''s total assets.	included the following:
The land advance represents the amount paid towards the	• Enquiry with the Company''s personnel on the process of
procurement of land parcels to be used in the future for the	providing land advances and test of key controls over such land
construction of commercial & residential projects. These	advances paid during the year;
advances are carried at cost less impairment losses. These land advances will be converted into land parcels as per the terms of the underlying contracts under which these land advances have been given.	• Enquiry with the Company''s personnel also covered obtaining reasons for the long-standing land advances and understanding the Company''s plan for conversion of the land advances to land stock;
The carrying value of advances is tested for recoverability by the Company by comparing the valuation of land parcels in the same area for which land advances have been given.	• For our samples, verified the underlying agreements or memorandum of understanding in possession of the Company, based on which land advances were given, to assess the
Considering the quantum of the amount carrying value	Company''s rights over the land parcels is subject;
of land advances to the total assets of the Company and significant estimates and judgments involved in assessing the recoverability of land advances, this has been considered a key audit matter.	• For our samples, obtained the fair valuation reports of such land parcels for assessing the valuation methodology, key estimates, and assumptions adopted in the valuation.; and • For our samples, verified the Jantri rates values for the area in
	which these land parcels are situated.
Revenue recognition for real estate projects (as described in note 30(1.11) of the standalone Ind AS financial statements)
The Company applies Ind AS 115 "Revenue from contracts	Our audit procedures included:
with customers" for recognition of revenue from real estate projects, which is being recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset. Considering the application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when ''control'' of the asset underlying the performance obligation is transferred to the customer, the same has been considered a key audit matter.	• Read the Company''s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115. • Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer. • Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements. • Tested, revenue-related transactions with the underlying
	customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognised.
	• Assessed the revenue-related disclosures included in Note
	30(1.11) to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.
Evaluation of uncertain tax positions
The Company is subject to periodic challenges by local tax	Our audit procedures include the following substantive procedures:
authorities on a range of tax matters during the normal course of business including direct and indirect tax matters. These involve significant management judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the financial statements.	• Obtained understanding of key uncertain tax positions; and • We along with our internal tax experts - > Read and analysed select key correspondences, external legal opinions/consultations by management for key uncertain tax positions;
Refer to Note 44 to the financial statements.	> Discussed with appropriate senior management and evaluated management''s underlying key assumptions in
	estimating the tax provisions; and
	> Assessed management''s estimate of the possible
	outcome of the disputed cases.

Information Other than the Financial Statements and Auditor''s Report Thereon

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

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

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

Management''s responsibility for the standalone financial statements

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

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

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

Auditor''s responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are 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 SAs 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 standalone financial statements.

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

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

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

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

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

standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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 auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated 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, 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 paragraphs 3 and 4 of the Order.

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

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

b. I n our opinion proper books of accounts as required by Law have been kept by the Company so far as it appears from our examinations of those books;

c. The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the relevant 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, read with relevant rules issued there under;

e. On the basis of written representations received from the directors and on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 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 the 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 disclosed the impact of pending litigations as at 31st March 2024 on its financial position in its standalone financial statements as referred to in Note No. 44 [A to G] to the standalone financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2024.

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) 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, other than as disclosed

in the notes to the accounts, no funds (which are material either individually or in the aggregate) 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 and based on the test checks carried out by the auditor, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. (Refer note no. 50)

v. As stated in Note no. 59 to the Standalone Financial Statements:

The final dividend proposed in the previous year declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

The Board of Directors of the Company has proposed a final dividend for the year which is subject to the approval of

the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31st March 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on the preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31st March 2024.

FOR, J M PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS FRN:- 118007W

JATIN PARIKH

PARTNER

PLACE:- AHMEDABAD MEMBERSHIP NO.:- 033811

DATE :- 14/05/2024 UDIN: 24033811BKCTDK7401

---

Mar 31, 2023

GANESH HOUSING CORPORATION LIMITED,

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone financial statements of GANESH HOUSING CORPORATION LIMITED

("the company"), which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (including other Comprehensive Income), the Cash Flow Statement, the statement of changes in Equity for the year then ended, notes to the financial statements and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone financial statement").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit (including other comprehensive income), changes in equity and its cash flows 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 SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules there under, 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 on the Standalone Financial Statements.

Key audit matters

Key audit matters (''KAM'') 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. We have determined the matter described below to be the key audit matters to be communicated in our report.

The key audit matters	How our audit addressed the key audit matter
Revenue recognition for real estate projects (as described in note 32(1.11) of the standalone Ind AS financial statements)
The Company applies Ind AS 115 "Revenue from contracts with	Our audit procedures included:
customers" for recognition of revenue from real estate projects,	•	Read the Company''s revenue recognition accounting
which is being recognised at a point in time upon the Company		policies and assessed compliance of the policies with Ind AS
satisfying its performance obligation and the customer obtaining		115.
control of the underlying asset. Considering application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when ''control'' of the asset underlying the performance obligation is transferred to the customer, the same has been considered as	•	Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer. Read the legal opinion obtained by the Company to
	•
key audit matter.	•	determine the point in time at which the control is transferred in accordance with the underlying agreements. Tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognised.
	•	Assessed the revenue-related disclosures included in Note 32(1.11) to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.
Investment in subsidiaries - projects (as described in note 4 of the standalone Ind AS financial statements)
Assessment of impairment of investment in subsidiaries:	Our	audit procedures to assess recoverability included the
The carrying amount of the investments in subsidiaries held at	following:
cost less impairment represents 25.37% of the Company''s total	•	Comparing the carrying amount of investments in the
assets respectively.		Company''s books, with the net asset balance in the relevant
The Company has investments in subsidiaries. These investments		audited / unaudited balance sheet of subsidiaries. This is to
are carried at cost less any diminution in value of such investments.		identify if their net assets (being an approximation of their
The investments are analyzed for impairment at each reporting		minimum recoverable amount) were in excess of their
date by comparing the carrying value of investments in the		carrying amount;
Company''s books with the net assets of the relevant subsidiaries''	•	For the investments where the carrying amount exceeded
balance sheet. Further, the Company assesses the projected cash		the Company''s share in net asset value, we compared the
flows of the real estate projects in these underlying entities. This		carrying amount of the investment with the projected cash
involve significant estimates and judgment, due to the inherent		flows and profitability. This is based on approved business
uncertainty involved in forecasting future cash flows. There is		plans of the subsidiaries; and
significant judgment in estimating the timing of the cash flows	•	The loss of Madhukamal Infrastructure Private Limited
and the relevant discount rate.		has reduced & converted in gain from '' (8474.52) lakh to
The company has three subsidiaries.		'' 13676.73 lakh during the year.
Considering the impairment assessment involves significant	•	Considering the adequacy of disclosures in respect of the
assumptions and judgement, this is considered as a key audit		investment in subsidiaries.
matter

The key audit matters	How our audit addressed the key audit matter
Inventories - projects (as described in note 8 of the standalone Ind AS financial statements)
Assessment of net realisable value (NRV) of inventories:	Our audit procedures to assess the net realisable value (NRV) of
Inventories on construction of residential units comprising	inventories included the following:
ongoing and completed projects, initiated but unlaunched	•	Enquiry with the Company''s personnel to understand the
projects and land stock, represents a significant portion of the		basis of computation and justification for the estimated
Company''s total assets.		recoverable amounts of the unsold units ("the NRV
The Company recognises profit on the sale of each commercial		assessment");
& residential unit with reference to the overall profit margin	•	Assessing the Company''s valuation methodology for the
depending upon the total cost incurred on the project. A project		key estimates, data inputs and assumptions adopted in the
comprises multiple units, the construction of which is carried out		valuation. This involved comparing expected average selling
over a number of years. The recognition of profit for sale of a unit,		prices with published data such as recently transacted prices
is therefore dependent on the estimate of future selling prices and		for similar properties located in nearby vicinity of each
construction costs. Further, estimation uncertainty and exposure		project and the sales budget maintained by the Company;
to cyclicality exists within long- term projects.	•	While analyzing the expected average selling price, we have
Forecasts of future sales are dependent on market conditions,		performed a sensitivity analysis on the selling price and
which can be difficult to predict and be influenced by political and		compared this to the budgeted cost;
economic factors.	•	For our samples, obtained the fair valuation reports of such
Considering the significance of the amount of carrying value of		land parcels for assessing the valuation methodology, key
inventories and the involvement of significant estimation and		estimates and assumptions adopted in the valuation; and
judgement in assessment of NRV, this is considered as a key audit	•	Verifying the NRV assessment and comparing the estimated
matter.	•	construction costs to complete each development with the Company''s updated budgets; Obtaining a Register Valuer''s certificate for a vast track of property becomes an extremely costly proposition for estimating NRV & hence, other methods are used.
Business Advances to Subsidiaries companies (refer to note 12 and 45 of the standalone Ind AS financial statements)
Recoverability of business advances to subsidiaries	Recoverability of business advances to subsidiaries and
companies:	group companies:
The carrying amount of the business advances to subsidiaries	Our audit procedures included:
companies represents 5.64% of the Company''s total assets	•	We reviewed the controls in place for issuing new business
respectively.		advances and evidenced the Board / CFO approval
The Company has extended business advances to subsidiaries		obtained. We obtained management''s assessment of the
companies that are assessed for recoverability at each period end.		recoverability of the business advances, which includes cash
The company has given total loans & advances of '' 7169.72 lakh.		flow projections over the duration of the business advances.
Out of this '' 6622.83 lakh are business advances to subsidiaries		These projections are based on underlying property
companies. '' 506.56 lakh are for purchase of land on behalf of		development appraisals;
the company given to others and '' 0.40 lakh other miscellaneous	•	We tested cash receipts received in relation to these business
advances at 31st March 2023.		advances during the year through bank statement; and
Due to the nature of the business in the real estate industry, the	•	We have obtained independent confirmations to ensure
Company exposed to risk in respect of the recoverability of the		completeness and existence on test check basis of business
business advances granted to the aforementioned related parties.		advances held by related parties as on 31st March 2023.
There is also judgment involved as to the recoverability of the	•	During the last year advances were '' 29443.38 lakhs. They
working capital and project specific business advances, which rely on a number of property developments being completed over the time-period specified in agreements.		got reduced to '' 6622.83 lakh. Thus, recovery is not an issue.

The key audit matters	How our audit addressed the key audit matter
Related party transactions (as described in note 44 of the standalone Ind AS financial statements)
The Company has undertaken transactions with its related parties	Our procedures / testing included the following:
in the ordinary course of business at arm''s length. These include making new or additional investments in its subsidiaries; lending loans to related parties; sales and purchases to and from related parties, etc. as disclosed in note 44 to the standalone Ind AS	•	Obtained and read the Company''s policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions.
financial statements. We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the standalone Ind AS financial statements as a key audit matter due to the significance of transactions with related parties and regulatory	•	Read minutes of shareholder meetings, board meetings and minutes of meetings of those charged with governance in connection with Company''s assessment of related party transactions being in the ordinary course of business at arm''s length.
compliances thereon, during the year ended 31 March 2023.	•	Tested related party transactions with the underlying contracts, confirmation letters and other supporting documents.
	•	Agreed the related party information disclosed in the financial statements with the underlying supporting documents, on a sample basis.
Evaluation of uncertain tax positions
The Company is subject to periodic challenges by local tax	Our	audit procedures include the following substantive
authorities on a range of tax matters during the normal course of procedures:
business including direct and indirect tax matters. These involve significant management judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the financial statements.	• •	Obtained understanding of key uncertain tax positions; and We along with our internal tax experts -0 Read and analysed select key correspondences, external legal opinions / consultations by management
Refer Note 46 to the financial statements.		for key uncertain tax positions; 0 Discussed with appropriate senior management and
		evaluated management''s underlying key assumptions in estimating the tax provisions; and
		0 Assessed management''s estimate of the possible
		outcome of the disputed cases.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the consolidated financial statement, standalone financial statements and our auditors'' report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

Management''s responsibility for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued there under. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor''s responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are 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 SAs 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 standalone financial statements.

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

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

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

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

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

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

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

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 auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated 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, 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 paragraphs 3 and 4 of the Order.

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

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

b. I n our opinion proper books of accounts as required by Law have been kept by the Company so far as it appears from our examinations of those books;

c. The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the relevant 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, read with relevant rules issued there under;

e. On the basis of written representations received from the directors and on record by the Board of Directors, none of the directors is disqualified as on 31^st 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.

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 disclosed the impact of pending litigations as at 31^st March, 2023 on its financial position in its standalone financial statements as referred to in Note No. 46 [A to G] to the standalone financial statements.

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

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

iv. (a) The Management has represented that,

to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) 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, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) 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, and based on the test checks carried out by the auditor, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. (Refer note no. 52)

v. During the year, the company has not declared or paid any interim or final dividend. Hence, the question of payment of dividend in accordance with section 123 of the Act does not arise.

As stated in note no. 61 to the standalone Ind AS financial statements, the Board of Directors of the company have proposed final dividend for the year which is subject to the approvals of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the company with effect from April 1^st, 2023, and accordingly, reporting under rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31^st, 2023.

FOR, J M PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS FRN:- 118007W

JATIN PARIKH

PARTNER

PLACE:- AHMEDABAD MEMBERSHIP NO.:- 033811

DATE :- 09/05/2023 UDIN: 2303381 1BGXGZF3444

---

Mar 31, 2022

GANESH HOUSING CORPORATION LIMITED,REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

We have audited the accompanying standalone financial statements of GANESH HOUSING CORPORATION LIMITED ("the company"), which comprise the Balance Sheet as at 31st March, 2022, the Statement of Profit and Loss (including other Comprehensive Income), the Cash Flow Statement and the statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone financial statement").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its profit (including other comprehensive income), changes in equity and its cash flows 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 SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules there under, 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 on the Standalone Financial Statements.

Key audit matters

Key audit matters (''KAM'') 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. We have determined the matter described below to be the key audit matters to be communicated in our report.

The key audit matters	How our audit addressed the key audit matter
Investment in subsidiaries - refer note 3 to the standalone financial statements
Assessment of impairment of investment in subsidiaries: The carrying amount of the investments in subsidiaries held at cost less impairment represents 20.68% of the Company''s total assets respectively. The Company has investments in subsidiaries. These investments are carried at cost less any diminution in value of such investments. The investments are analyzed for impairment at each reporting date by comparing the carrying value of investments in the Company''s books with the net assets of the relevant subsidiaries'' balance sheet. Further, the Company assesses the projected cash flows of the real estate projects in these underlying entities. This involve significant estimates and judgment, due to the inherent uncertainty involved in forecasting future cash flows. There is significant judgment in estimating the timing of the cash flows and the relevant discount rate. The company has three subsidiaries. One subsidiary is form during F.Y. 2021-2022 and has a negligible loss. However, accumulated loss of Madhukamal Infrastructure Private Limited is '' 8474.52 lakh. Considering the impairment assessment involves significant assumptions and judgement, this is considered as a key audit matter	Our audit procedures to assess recoverability included the following: • Comparing the carrying amount of investments in the Company''s books, with the net asset balance in the relevant audited / unaudited balance sheet of subsidiaries. This is to identify if their net assets (being an approximation of their minimum recoverable amount) were in excess of their carrying amount; • For the investments where the carrying amount exceeded the Company''s share in net asset value, we compared the carrying amount of the investment with the projected cash flows and profitability. This is based on approved business plans of the subsidiaries; and • The loss of Madhukamal Infrastructure Private Limited has reduced from '' 15556.65 lakh to '' 8474.52 lakh during the year. • Considering the adequacy of disclosures in respect of the investment in subsidiaries.

The key audit matters	How our audit addressed the key audit matter
Inventories - refer note 8 to the standalone financial statements
Assessment of net realisable value (NRV) of inventories: Inventories on construction of residential units comprising ongoing and completed projects, initiated but unlaunched projects and land stock, represents a significant portion of the Company''s total assets. The Company recognises profit on the sale of each commercial & residential unit with reference to the overall profit margin depending upon the total cost incurred on the project. A project comprises multiple units, the construction of which is carried out over a number of years. The recognition of profit for sale of a unit, is therefore dependent on the estimate of future selling prices and construction costs. Further, estimation uncertainty and exposure to cyclicality exists within long- term projects. Forecasts of future sales are dependent on market conditions, which can be difficult to predict and be influenced by political and economic factors. Considering the significance of the amount of carrying value of inventories and the involvement of significant estimation and judgement in assessment of NRV, this is considered as a key audit matter.	Our audit procedures to assess the net realisable value (NRV) of inventories included the following: • Enquiry with the Company''s personnel to understand the basis of computation and justification for the estimated recoverable amounts of the unsold units ("the NRV assessment"); • Assessing the Company''s valuation methodology for the key estimates, data inputs and assumptions adopted in the valuation. This involved comparing expected average selling prices with published data such as recently transacted prices for similar properties located in nearby vicinity of each project and the sales budget maintained by the Company; • While analyzing the expected average selling price, we have performed a sensitivity analysis on the selling price and compared this to the budgeted cost; • For our samples, obtained the fair valuation reports of such land parcels for assessing the valuation methodology, key estimates and assumptions adopted in the valuation; and • Verifying the NRV assessment and comparing the estimated construction costs to complete each development with the Company''s updated budgets; • Obtaining a Register Valuer''s certificate for a vast track of property becomes an extremely costly proposition for estimating NRV & hence, other methods are used.
Land advances - refer note 12 to the standalone financial statements
Assessment of recoverability of land advances Land advance represents a significant portion of the Company''s total assets. Land advance represents the amount paid towards procurement of land parcels to be used in the future for construction of commercial & residential projects. These advances are carried at cost less impairment losses. These land advances will be converted into land parcels as per the terms of the underlying contracts under which these land advances have been given. The carrying value of advances are tested for recoverability by the Company by comparing the valuation of land parcels in the same area for which land advances have been given. Considering the quantum of the amount of carrying value of land advances to total assets of the Company and significant estimates and judgements involved in assessing recoverability of land advances, this has been considered as a key audit matter	Our audit procedures to assess the recoverability of land advances included the following: • Enquiry with the Company''s personnel on the process of providing land advances and test of key controls over such land advances paid during the year; • Enquiry with the Company''s personnel also covered obtaining reasons on the long-standing land advances and understanding Company''s plan for conversion of the land advances to land stock; • For our samples, verified the underlying agreements or Memorandum of understanding in possession of the Company, based on which land advances were given, to assess the Company''s rights over the land parcels in subject; • For our samples, obtained the fair valuation reports of such land parcels for assessing the valuation methodology, key estimates and assumptions adopted in the valuation.; and • For our samples, verified the published guidelines values for the area in which these land parcels are situated

The key audit matters	How our audit addressed the key audit matter
Business Advances to Subsidiaries & other companies (refer to note 12 and 45 to the standalone financial statements)
Recoverability of business advances to subsidiaries and other companies: The carrying amount of the business advances & other advances to subsidiaries, group companies & others represents 27.12% of the Company''s total assets respectively. The Company has extended business advances to subsidiaries & group companies that are assessed for recoverability at each period end. The company has given total loans & advances of '' 30200.10 lakh. Out of this '' 29443.38 lakh are business advances to subsidiaries companies, '' 22.45 lakh to other related parties & '' 146.58 lakh to others. '' 435.51 lakh are business advances for purchase of land on behalf of the company given to related parties & '' 50.00 lakh given to others and '' 102.18 lakh other miscellaneous advances at 31st March 2022. Due to the nature of the business in the real estate industry, the Company is exposed to risk in respect of the recoverability of the business advances granted to the aforementioned related parties. There is also judgment involved as to the recoverability of the working capital and project specific business advances, which rely on a number of property developments being completed over the time period specified in agreements.	Recoverability of business advances to subsidiaries and group companies: Our audit procedures included: • We reviewed the controls in place for issuing new business advances and evidenced the Board / CFO approval obtained. We obtained management''s assessment of the recoverability of the business advances, which includes cash flow projections over the duration of the business advances. These projections are based on underlying property development appraisals; • We tested cash receipts received in relation to these business advances during the year through bank statement; and • We have obtained independent confirmations to ensure completeness and existence on test check basis of business advances held by related parties as on 31st March 2022.
Evaluation of uncertain tax positions
The Company is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including direct and indirect tax matters. These involve significant management judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the financial statements. Refer Note 46 to the financial statements.	Our audit procedures include the following substantive procedures: • Obtained understanding of key uncertain tax positions; and • We along with our internal tax experts - 0 Read and analysed select key correspondences, external legal opinions / consultations by management for key uncertain tax positions; 0 Discussed with appropriate senior management and evaluated management''s underlying key assumptions in estimating the tax provisions; and 0 Assessed management''s estimate of the possible outcome of the disputed cases.

Information Other than the Financial Statements and Auditor''s Report Thereon

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

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

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

audit or otherwise appears to be materially misstated. 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.

Management''s responsibility for the standalone financial statements

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

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

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

Auditor''s responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are 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 SAs 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 standalone financial statements.

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

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

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

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

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

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

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 standalone 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 standalone 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 auditors''report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated 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, 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 paragraphs 3 and 4 of the Order.

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

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

b. In our opinion proper books of accounts as required by Law have been kept by the Company so far as it appears from our examinations of those books;

c. The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow

Statement and Statement of Changes in Equity dealt with by this report are in agreement with the relevant 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, read with relevant rules issued there under;

e. On the basis of written representations received from the directors and on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 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 disclosed the impact of pending litigations as at 31st March, 2022 on its financial position in its standalone financial statements as referred to in Note No. 46 [A to H] to the standalone financial statements.

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

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

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no

funds, except note no. 51, (which are material either individually or in the aggregate) 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 (which are material either individually or in the aggregate) 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, and based on the test checks carried out by the auditor, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. (Refer note no. 51)

v. During the year, the company has not declared or paid any interim or final dividend. Hence, the question of payment of dividend in accordance with section 123 of the Companies Act, 2013 does not arise.

FOR, PURNESH R. MEHTA & CO.

Chartered Accountants FRN:- 142830W

PURNESH MEHTA

Proprietor

Place:- Ahmedabad Membership No.:- 032812

Date :- 12/05/2022 UDIN:- 22032812AIVFEA8441

---

Mar 31, 2018

Report On The Standalone Financial Statements

We have audited the accompanying standalone financial statements of GANESH HOUSING CORPORATION LIMITED (“the company”), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including other Comprehensive Income), the Cash Flow Statement and the statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone financial statement”).

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued there under. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone financial statements are free from material misstatements.

An Audit involves performing procedures to obtain Audit Evidence about the amounts and Disclosures in the Standalone Financial Statements. The procedures selected depend on the Auditor’s judgments, including the assessment of risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to company’s preparation of the standalone 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 accounting policies used and the reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the standalone 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, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the order”), issued by the Central Government 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 paragraphs 3 and 4 of the Order.

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

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

b. In our opinion proper books of accounts as required by Law have been kept by the Company so far as it appears from our examinations of those books;

c. The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the relevant 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, read with relevant rules issued there under;

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure - B.

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

i. The company has disclosed the impact of pending litigations as at 31st March, 2018 on its financial position in its standalone financial statements as referred to in Note No. 47 [A to H] to the standalone financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2018.

iv. The disclosure requirements relating to holding as well as dealings in specified bank notes were applicable for the period 08/11/2016 to 30/12/2016 which are not relevant to these financial statements. Hence reporting under this clause is not applicable.

Referred to in paragraph (1) under the heading of “Report on Other Legal and Regulatory requirements” of our Report of even date to the standalone financial statements of the company for the year ended 31st March, 2018:

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme 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) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. In case of Inventory of Raw materials, it has been physically verified during the year by the management. The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) The company has not granted any loan to any company, Limited Liability Partnership, Firm and other party covered in the Register maintained under section 189 of the Companies Act, 2013. However, by way of abundant caution we are giving opinion of business advances given by the company. The company has granted unsecured business advances to five companies covered in the Register maintained under section 189 of the Companies Act, 2013.

(a) The business advances granted to the companies listed in the Register maintained under Section 189 of the Companies Act, 2013 are not prima facie prejudicial to the interest of the company, even though they are interest free and unsecured, as the advances are given to a group companies.

(b) The business advances granted to the companies listed in the Register maintained under Section 189 of the Companies Act, 2013 are Interest free & repayable on demand. Hence, the question of payment of interest and regular repayment of principal amount does not arise.

(c) There is no overdue amount in respect of the business advances granted to the companies listed in the Register maintained under Section 189 of the Companies Act, 2013, as the business advances are repayable on demand.

(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 with respect to the loans, guaranties, securities and investments made.

(v) The company has not accepted any public deposit within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Therefore, the provisions of clause 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the company pursuant to the rules made by the Central Government of India under sub-section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and based on our examination of the records of the company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2018 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Valued Added Tax and Cess, which have not been deposited on account of any dispute other than the following:

		Demand	Demand	With whom
Name of		Raised	Paid	dispute is
Statute	A.Y.	Amt. Rs.	Amt Rs.	pending
Income Tax	2007-2008	127343870/-	0	ITAT, Ahmedabad
Income Tax	2008-2009	494887706/-	143095169/-	ITAT, Ahmedabad
Income Tax	2009-2010	44176840/-	40000000/-	ITAT, Ahmedabad
Income Tax	2009-2010	10331651/-	1000000/-	ITAT, Ahmedabad
Income Tax	2010-2011	130334350/-	0	Pr.CIT-2, Ahmedabad
Income Tax	2011-2012	185054140/-	0	Pr.CIT-2, Ahmedabad
Income Tax	2012-2013	20809200/-	1000000/-	ITAT, Ahmedabad
Income Tax	2015-2016	242969200/-	0	Pr.CIT-2, Ahmedabad

(viii) I n our opinion and according to the information and explanations given to us by the management and based on our examination of the records of the company, the outstanding repayment to a bank and financial institutions at the end of the financial year have been paid by the date of our audit report. The Company has not taken any loan from the government. The company has not issued any Debentures.

(ix) According to the information and explanations given to us and based on our examination of the records of the company, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. The company has utilized the monies raised by way of term Loans for the purposes for which they were raised.

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

(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 approval mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) I n our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us during the year there were transactions with related parties. However, the value of transactions were such that they were not within the scope of section 188. [Refer clause 15 of Companies (Meeting of Board and its powers) Rules, 2014]. Hence, all transaction with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and details of such transactions have been disclosed in the standalone 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 under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the Company.

(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 any noncash transactions with directors or persons connected with him. Hence the question of complying with provisions of section 192 of Companies Act, 2013 does not arise. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company.

(xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3(xvi) of the Order are not applicable to the Company.

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 Ganesh Housing Corporation Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For PURNESH R. MEHTA & CO.

Chartered Accountants

FRN: 142830W

PURNESH MEHTA

Place: Ahmedabad Proprietor

Date: 30/05/2018 Membership No.: 032812

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of GANESH HOUSING CORPORATION LIMITED ("the company"), which comprise the Balance Sheet as at 31st March, 2015, the Profit and Loss Statement 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 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

An Audit involves performing procedures to obtain Audit Evidence about the amounts and Disclosures in the Standalone Financial Statements. The procedures selected depend on the Auditor's judgments, including the assessment of risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to Company's preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An Audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India of the state of affairs of the Company as at 31st March, 2015, and its 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, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 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 beliefs were necessary for the purposes of our audit;

b. In our opinion proper books of accounts as required by Law have been kept by the Company so far as it appears from our examinations of those books;

c. The Balance Sheet, Profit and Loss Statement 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 written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations as at 31st March, 2015 on its financial position in its standalone financial statements as referred to in Note No. 28 to the financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2015.

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory requirements" of our Report of even date

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme 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.

(ii) (a) The Company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. The question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, it has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) The Company has granted unsecured business advance to companies covered in the Register maintained under section 189 of the Companies Act, 2013. The company has not granted any loan to other party & firm covered in the Register maintained under section 189 of the Companies Act, 2013.

(a) The business advances granted are Interest free & repayable on demand. Hence, the question of regular repayment of principal amount & interest does not arise.

(b) There is no overdue amount of more than Rs. 1.00 lakh for business advances granted by the company to companies listed in the Register maintained under section 189 of the Companies Act, 2013, as the business advances are repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) Directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government of India under sub-section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima-facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming 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 Custom, Duty of Excise, Valued Added Tax and Cess, which have not been deposited on account of any dispute other than the following:

Name of F.Y. Demand Statute Raised Amt. Rs.

Income Tax 2006-2007 127343870/-

Income Tax 2008-2009 44176840/-

Income Tax 2008-2009 10331651/-

Income Tax 2011-2012 20809200/-

Name of Statute Demand From where Paid dispute is Amt. Rs. pending

Income Tax 0/- ITAT, Ahmedabad

Income Tax 40000000/- ITAT, Ahmedabad

Income Tax 1000000/- CIT (Appeal) - 2 Income Tax Authority

Income Tax 1000000/- CIT (Appeal) - 2 Income Tax Authority

(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us the outstanding repayment to a bank and financial institutions at the end of the financial year have been paid by the date of our audit report. The Company has not issued any debentures.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 3(x) of the Companies (Auditor's Report) Order, 2015 is not applicable to the company. The Company has given guarantees to Non Banking Finance Companies for loans taken by subsidiary & group companies. However, in our opinion the guarantees given to Non Banking Finance Companies are not in the scope of this clause.

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

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

For, J.M. Parikh & Associates

Chartered Accountants

FRN:118007W

Kaushal Shah

Place: Ahmedabad Partner

Date: 30/05/2015 Membership No.: 127379

---

Mar 31, 2014

We have audited the accompanying financial statements of GANESH HOUSING CORPORATION LIMITED ("the company"), which comprise the Balance Sheet as at 31st March, 2014, 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 Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 judgments, including the assessment of 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 company''s preparation and fair presentation of financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the company''s internal control. An Audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

(ii) In the case of the Statements of Profit and Loss, of the Profit for the year ended on that date; and

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

Report on Other Legal and Regulatory requirements

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

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

a. we have obtained all the information and explanations which to the best of our knowledge and beliefs were necessary for the purpose of our audit;

b. in our opinion proper books of accounts as required by Law have been kept by the Company so far as appears from our examinations of those books;

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

d. in our opinion the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the accounting standards notified under the Act read with the General Circular 15/ 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on 31st March, 2014, taken on record by the board of directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF: GANESH HOUSING CORPORATION LIMITED, Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory requirements" of our Report of even date

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme 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) The fixed assets disposed off during the year, do not constitute substantial part of the fixed assets of the company and such disposal in our opinion, has not affected the going concern status of the company.

(ii) (a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction I projects. Hence, the question of physical I verification of the project does not arise. The # question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verification of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) (a) The company has granted unsecured business advance to 6(Six) companies covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 294759178/- and the year end balance of business advances granted to such companies was Rs. 294359279/-.

The company has not granted any loan to other party & firm covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured business advances, to companies covered in the Register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) The business advances granted are Interest free & repayable on demand. Hence, the question of regular repayment of principal amount & interest does not arise.

(d) There is no overdue amount of business advances granted by the company to companies listed in the Register maintained under Section 301 of the Companies Act, 1956, as the business advances are repayable on demand.

(e) The company had taken interest free unsecured loans from 1(One) Company covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3702060/- and the year end balance of loans taken from such Company was Rs. Nil.

The company had not taken any loan from other party & firm covered in the Register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies & other parties listed in the Register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free and unsecured.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

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

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts/ arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

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

(ix)

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable other than the following:

Name of Statute F.Y. Amt. Name of Authority

GVAT 2013-2014 642711 Commissioner of GVAT

Service Tax 2011-2012 28266/- Service Tax Payable Authority

(b) According to the information and explanations given to us, there are no dues of Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited on account of any dispute other than the following:

Name of Statute F.Y. Amt. Rs. From where dispute is pending

Income Tax 2006-2007 127343870/- CIT (Appeal) – Income Tax Authority

Income Tax 2008-2009 44176840/ - CIT (Appeal) – Income Tax Authority

* Against this Rs. 40000000/- paid by the company during the F. Y. 2012-13.

(x) The company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the outstanding repayment to a bank and financial institutions at the end of the financial year have been paid by the date of our audit report. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. In case of Yash Organiser Private Limited & Maheshwari (Thaltej) Complex Private Limited in each case 10 no. of shares are not held in the name of the company. However, the company has completed the necessary formalities U/ s. 187(c) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the company has not given any guarantee for

loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company. The j company has given guarantees to Non Banking m Finance Companies for loans taken by subsidiary & group companies. However, in our opinion the guarantees given to Non Banking Finance Companies are not in the scope of this clause.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on 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.

(xviii)According to information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by Public Issue during the year. Accordingly, Clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

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

FOR, J.M.PARIKH & ASSOCIATES Chartered Accountant FRN: 118007W

Place: Ahmedabad KAUSHAL SHAH Date: 30/05/2014 Partner Membership No.: 127379

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of GANESH HOUSING CORPORATION LIMITED (the company which comprise the Balance Sheet as at 31st March, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial 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 judgments, including the assessment of risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to company''s preparation and fair presentation of fnancial 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 fnancial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fnancial 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(ii) In the case of the Statements of Proft and Loss, of the Proft for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the cash fows 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 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

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

a. we have obtained all the information and explanations which to the best of our knowledge and beliefs were necessary for the purpose of our audit;

b. in our opinion proper books of accounts as required by Law have been kept by the Company so far as appears from our examinations of those books;

c. the Balance Sheet, Statement of Proft and Loss and Cash Flow Statements dealt with by this report are in agreement with the books of accounts;

d. in our opinion the Balance Sheet, Statement of Proft and Loss and Cash Flow Statements comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31st March, 2013, taken on record by the board of directors, none of the directors is disqualifed as on 31st March, 2013 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

Annexure To The Independent Auditors'' Report

To The Members Of:

Ganesh Housing Corporation Limited,

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory requirements" of our Report of even date (i)

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

(b) All the assets have not been physically verifed by the management during the year but there is a regular programme of verifcation 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 verifcation.

(c) The fxed assets disposed off during the year, do not constitute substantial part of the fxed assets

of the company and such disposal in our opinion, has not affected the going concern status of the company. (ii)

(a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verifcation of the project does not arise. The question of frequency of verifcation being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verifcation of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verifcation of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verifcation between the physical stocks and book records.

(iii)

(a) The company has granted unsecured business advance to 4(Four) companies covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5258802080/- and the year end balance of business advances granted to such companies was Rs. 44572181/-.

The company has granted unsecured business advance to one other party covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 80658000/- and the year end balance of business advances granted to such other party was Rs. 62571678/-. The company has not granted any loan to any frm covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured business advances, to companies & other party covered in the Register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) The business advances granted are repayable on demand. Hence, the question of regular repayment of principal amount does not arise. The Interest amount, wherever, applicable is being paid regularly.

(d) There is no overdue amount of business advances granted by the company to companies & other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, as the business advances are repayable on demand.

(e) The company had taken interest free unsecured loans from 2(Two) Companies covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 425887403/- and the year end balance of loans taken from such Company was Rs. 594434/-.

The company had not taken any loan from other party & frm covered in the Register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies & other parties listed in the Register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free and unsecured.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fxed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v)

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

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts/ arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

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

(ix)

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable other than the following:

Name of Statute F.Y. Amt. Rs. Name of Authority

Stamp Duty 2001-2002 175402/- Superintendent of stamps– Gandhinagar, Gujarat

Service Tax 2011-2012 28266/- Service Tax Payable Authority

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

Name of Statute F.Y. Amt. Rs. From where dispute is pending

Income Tax 2006-2007 127343870/- CIT (Appeal) Income Tax Authority

Income Tax 2007-2008 9347614/- DCIT Circle Income Tax * 2008-2009 44176840/- CIT (Appeal) Income Tax Authority

* Against this Rs. 40000000/- paid by the company during

the F.Y. 2012-13.

(x) The company has no accumulated losses and has not incurred any cash losses during the current fnancial year and in the immediately preceding fnancial year.

(xi) In our opinion and according to the information and explanations given to us at the end of the year the company has not defaulted in repayment of dues to a bank and fnancial institution. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Beneft Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. In case of Yash Organiser Private Limited & Maheshwari (Thaltej) Complex

Private Limited in each case 10 no. of shares os not held in the name of the company. However, the company has completed the necessary formalities U/s. 187(c) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 4(xv) is Companies (Auditor''s Report) Order, 2003 are not applicable to the company. The company has given guarantees to Non Banking Finance Companies for loans taken by associate companies. However, in our opinion the guarantees given to Non Banking Finance Companies are not in the scope of this clause.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on 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.

(xviii)According to information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, Clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xx) The Company has not raised any money by Public Issue during the year Accordingly, Clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

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

For, J.M.Parikh & Associates

Chartered Accountants

Kaushal Shah

Partner

Place:- Ahmedabad Membership No.:- 127379

Date :- 30/05/2013 FRN:- 118007W

---

Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, 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.

3. As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4 Further, we report that:-

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

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

c) The Balance Sheet, The Statement of Profit and Loss and The Cash Flow statement referred to in this report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2012 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

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

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

ii. in so far as it relates to the Statement of Profit and Loss, of the profit for the year ended on that date.

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

Annexure To The Auditors' Report

To The Members Of :

Ganesh Housing Corporation Limited,

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme 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) The fixed assets disposed off during the year, do not constitute substantial part of the fixed assets of the company and such disposal in our opinion, has not affected the going concern status of the company.

(ii) (a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. The question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verification of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii)(a) The company has granted unsecured business advance to 6(Six) companies covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 52670.52 lacs and the year end balance of business advances granted to such companies was Rs. 48690.04 lacs.

The company has granted unsecured loan to two other parties covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 814.46 lacs and the year end balance of loan granted to such other parties was Rs. 813.06 lacs. The company has not granted any loan to any firm covered in the registered maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured business advances, to companies covered in the register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

The company has also granted unsecured interest free loan, to other parties covered in the registered maintained under section 301 of the Companies Act, 1956. In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a other parties, listed in the register maintained under section 301 of the Companies Act, 1956 are, prima- facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) The busness advances and interest free loan granted are repayable on demand. Hence, the question of regular repayment of principal amount does not arise. The Interest amount, wherever, applicable is being paid regularly.

(d) There is no overdue amount of business advances and loan granted by the company to companies & other parties listed in the register maintained under Section 301 of the Companies Act, 1956, as the business advances and loans are repayable on demand.

(e) The company had taken interest free unsecured loans from 1(one) Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2128.50 lacs and the year end balance of loans taken from such Company was Rs. 2126.50 lacs.

The company had not taken any loan from other party & firm covered in the register maintained under section 301 of the Companies Act, 1956.

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

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

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

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts/arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

Since some of the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. However, the interest has not been charged for loan taken as well as given.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

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

(ix)(a) According to the records of the company, undisputed statutory dues including Provident Fund, EmployeesRs. State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable other than the following:

Name of F.Y. Amt.Rs. Name of Authority Statute In Lacs

Stamp Duty 2001-2002 1.75 Superintendent of stamps- Gandhinagar, Gujarat

Stamp Duty 2007-2008 307.88 Superintendent of stamps- Gandhinagar, Gujarat

TDS Payable 2011-2012 41.89 TDS Department -Income Tax Authority

Tax on 2010-2011 119.32 Income Tax Authority Dividend

Service Tax 2011-2012 0.28 Service Tax Authority Payable

However, Tax deducted at source, Tax on dividend & Service Tax have since been paid by the company.

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

Name of F.Y. Amt.Rs. From where dispute Statute In Lacs is pending

Income Tax 2006-2007 1273.44 CIT (Appeal) - Income Tax Authority

Income Tax 2008-2009 441.76 CIT (Appeal) - Income Tax Authority

(x) The company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us at the end of the year the company has not defaulted in repayment of dues to a bank and financial institution. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. in case of Yash Organisor Private Limited & Maheshwari (Thaltej) Complex Private Limited in each case 10 no. of shares are not held in the name of the company. However, the company has completed the necessary formalities U/s. 187(c) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions on the date of Balance Sheet. Accordingly, Clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on 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.

(xviii) According to information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, Clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xx) The Company has not raised any money by Public Issue during the year. Accordingly, Clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

For, J.M.Parikh & Associates

Chartered Accountants

FRN:- 118007W

Place:- Ahmedabad Kaushal Shah

Date :- 14/08/2012 Partner

Membership No.:- 127379

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of GANESH HOUSING CORPORATION LIMITED as at 31st March, 2011 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, 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.

3. As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4 Further, we report that:-

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

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

c) The Balance Sheet the Profit and Loss Account and the Cash Flow statement referred to in this report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2011 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

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

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

ii. in so far as it relates to the Profit and Loss Account, of the profit for the year ended on that date.

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

Annexure to The Auditors' Report TO THE MEMBERS OF : GANESH HOUSING CORPORATION LIMITED,

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme 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) The fixed assets disposed off during the year, do not constitute substantial part of the fixed assets of the company and such disposal in our opinion, has not affected the going concern status of the company.

(ii) (a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. The question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verification of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) (a) The company has granted interest free business advance, secured or unsecured to 10(Ten) companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,56,69,15,173/- and the year end balance of business advances granted to such companies was Rs. 4,33,81,67,230/-.

The company has granted interest free unsecured loan to one other party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7,66,361/- and loan to any firm covered in the registered maintained under section 301 of the Companies Act, 1956.

(b) The company has granted unsecured interest free business advances, to companies covered in the register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business dvances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

The company has also granted unsecured interest free loan, to other party covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a other party, listed in the register maintained under section 301 of the Companies Act, 1956 are, prima- facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) The business advances and loan granted are interest free and repayable on demand. Hence, the question of regular repayment of principal amount and interest does not arise.

(d) There is no overdue amount of business advances and loan granted by the company to companies & other party listed in the register maintained under Section 301 of the Companies Act, 1956, as the loans are repayable on demand.

(e) The company had taken unsecured loans from 2(Two) Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,04,27,898/- and the year end balance of loans taken from such Companies was Rs. Nil.

The company had not taken any loan from other party & firm covered in the register maintained under section 301 of the Companies Act, 1956.

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

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

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

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts/arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

Since the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. However, the interest has not been charged for loan taken as well as given.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 for any of the products of the company.

(ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable other than the following:

Name of Statute F.Y. Amount Rs. Name of Authority

Stamp Duty 2001-2002 175402/- Superintendent of stamps– Gandhinagar, Gujarat

Stamp Duty 2007-2008 Amount not determined. Superintendent of stamps– Gandhinagar, Gujarat However, as per estimate by the company approximately Rs. 30000000/-

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

Name of Statute F.Y. Amount Rs. From where dispute is pending

MAT 2007-2008 111543019/- CIT (Appeal)

(x) The company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us at the end of the year the company has not defaulted in repayment of dues to a bank and financial institution. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. in case of Yash Organisor Pvt. Ltd. 10 no. of shares are not held in the name of the company. However, the company has completed the necessary formalities U/s. 187(c) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions. Accordingly, Clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on 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.

(xviii) According to information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, Clause 4(xviii) of the Companies (Auditor's Report) Order,2003 are not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xx) The Company has not raised any money by Public Issue during the year Accordingly, Clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

FOR, J.M.PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN:- 118007W

PLACE:- AHMEDABAD

DATE :- 12/08/2011.

KAUSHAL SHAH

PARTNER

MEMBERSHIP NO.:- 127379

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of GANESH HOUSING CORPORATION LIMITED as at 31st March, 2010 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, 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.

3. As required by the Companies (Auditors Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4&5of the said order.

4 Further, 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 our audit.

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

c) The Balance Sheet the Profit and Loss Account and the Cash Flow statement referred to in this report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31,2010 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

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

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

ii. in so far as it relates to the Profit and Loss Account, of the profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF: GANESH HOUSING CORPORATION LIMITED,

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme 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) The fixed assets disposed off during the year, do not constitute substantial part of the fixed assets of the company and such disposal in our opinion, has not affected the going concern status of the company.

(ii) (a) The company is accounting various construction projects being built by it, as inventory. There is a continuous monitoring of the construction projects. Hence, the question of physical verification of the project does not arise. The question of frequency of verification being reasonable does not arise. In case of Inventory of Raw materials, the Company follows the policy that Raw materials received on the site are taken as consumed. Hence, the question of physical verification of inventory conducted at reasonable intervals does not arise. There is a closing stock of WIP at the end of the year.

(b) The question of the procedures of physical verification of inventory followed by the management being reasonable and adequate in relation to the size of the company does not arise considering the nature of inventory.

(c) The inventory shown in the accounts is in the nature of various construction projects. Hence, normal inventory records associated with manufacturing companies are not being kept. However, the company is maintaining the necessary records to our satisfaction. No discrepancies were noticed on verification between the physical stocks and book records.

(iii) (a) The company has granted interest free business advance, secured or unsecured to 10(Ten) companies covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved

during the year was Rs. 4,94,05,08,052/- and the year end balance of business advances granted to such companies was Rs. 3,62,57,45,123/-.

The company has granted interest free unsecured loan to one other parly covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,00,000/- and the year end balance of loan granted to such other party was Rs. 4,00,000/-. The company has not granted any loan to firm.

(b) The company has granted unsecured interest free business advances, to companies covered in the registered maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does notarise.

The company has also granted unsecured interest free loan, to other party covered in the registered maintained under section 301 of the Companies Act, 1956. In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a other party, listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) The business advances and loan granted are interest free and repayable on demand. Hence, the question of regular repayment of principal amount and interest does not arise.

(d) There is no overdue amount of business advances and loan granted by the company to companies & other party listed in the register maintained under Section 301 of the Companies Act, 1956, as the loans are repayable on demand.

(e) The company had taken unsecured loans from 4(Four) Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5,53,22,942/- and the year end balance of loans taken from such Companies was Rs. 4,27,898/-.

The company had taken unsecured loan from 1 (One) other parly covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,07,66,500/- and the year end balance of loan taken from such other parry was Rs. NIL.

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

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

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

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts/arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Courtorany other Tribunal.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 for any of the products of the company.

(ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities have been generally regularly deposited.

(bj According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March, 2010 for a period of more than six months from the date of becoming payable other than the following:

Name of F.Y. Amt. Rs. Name of Authority Stature

Stamp Duty 2001-2002 175402/- Superintendent of stamps-

Gandhinagar, Gujarat

Stamp Duty 2007-2008 Amount not Superintendent of stamps- determined. Gandhinagar, Gujarat However,asper estimate by the company opproximately Rs. 30000000/-

Dividend 2007-2008 24981749/- IncomeTaxAuthority

Distribution Tax

Dividend 2008-2009 9989761/ Income Tax Authority

Distribution Tax

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

Name of F.Y. Amt. Rs. From where dispute is pending

Service Tax 2004-2005 2219026/- Joint/Addl. Commissioner

TO 2006-2007 of Service Tax

(x) The company has no accumulated losses and has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us at the end of the year the company has not defaulted in repayment of dues to a bank. The company has not borrowed any money from financial institutions. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities. Accordingly, clause 4(xii) of the Companies (Auditors Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. All the investments are held by the Company in its own name. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions. Accordingly, Clause 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xvi) In our opinion the term loans have been applied for the purpose for which they were availed.

(xvii) According to the information and explanations given to us and on 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.

(xviii) According to information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, Clause 4(xviii) of the Companies (Auditors Report) Order,2003 are not applicable to the company.

(xix) The Company has not issued any Debentures. Accordingly, Clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xx) The Company has not raised any money by Public Issue during the year Accordingly, Clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

FOR, J.M. PARIKH& ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE:-AHMEDABAD

DATE:-14/08/2010.

KAUSHAL SHAH

PARTNER

MEMBERSHIP NO.:-127379.

FRN:-118007W