Auditor Report of Garnet Construction Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of GARNET CONSTRUCTION LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 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 financial statements are free from material misstatement.

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

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

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

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Except AS 15 in respect of liabilities for GRATUITY & LEAVE ENCASHMENT which are treated on cash basis.

e) On the basis of the 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 of its financial position in its financial statements as of March 31,2015.

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.

ANNEXURE TO AUDITORS REPORT

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

b) The fixed assets of the company have been physically verified during the year by the management and no material discrepancies between the book records and the physical inventory have been noticed.

2. (a)The stocks of goods have been physically verified during the year by the management.In our opinion, the frequency of verification is reasonable in relation to the size of the company and nature of its business.

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

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

3. As per the information and explanations given to us, the company has not granted unsecured loans to a company covered in the register maintained under Section 189 of the Companies Act. Hence relevant clause is not applicable.

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

5.As per the information and explanations given to us, the company has not accepted deposits from the public within the meanings of Sections 73 to 76 of the Companies Act and the rules framed there under.

6.In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under section 148 of the Companies Act, 2013 for the companies procedures

7. a) According to the information and explanation given to us and based on the books and records examined by us the Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues, wherever applicable, have been generally deposited regularly during the year with appropriate authorities. There are no outstanding statutory dues as on 31st March, 2015 for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us and based on the books and records examined by us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues, wherever applicable, which have not been deposited on account of any dispute.

c) The Company does not have any amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

8. The company does not have any accumulated losses at the end of the financial year and has not incurred cash loss during the financial year and in the preceding year.

9. In our opinion the company has not defaulted in repayment of dues to a financial institution or Bank during the year.

10. As per the information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

11. As per the information and explanation given to us the company has utilized the term loan for the purpose for which it was taken by the company and has not committed any default

12. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For SHANKARLAL JAIN & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No. 109901W

MUKESH SONAVANE Place: MUMBAI Partner Dated : 30th May, 2015 M. No. 143622

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Mar 31, 2014

We have audited the accompanying financial statements of GARNET CONSTRUCTION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 aforesaid financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 to the extent applicable 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. Except AS 15 in respect of liabilities for GRATUITY & LEAVE ENCASHMENT which are treated on cash basis.

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

ANNEXURE TO THE AUDITORS'' REPORT

As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of sections 227 (4A) of the Act and on the basis of such checks as we considered appropriate, we report that: --

(i) In respect of the Company''s Fixed Assets:

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

(b) According to the information and explanations given to us, all the assets have been physically verified by the management during the year. To the best of our knowledge, no material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year.

(ii) In respect of the Company''s Inventories:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies have been noticed.

(iii) (a) According to the information and explanations given to us, the Company has granted loans of Rs 66 lacs (P.Y. Nil) to fives parties covered in the register maintained under section 301 of the Companies Act, 1956. The Balance outstanding as on 31st March, 2014 is Nil (P.Y. Nil).

(b) According to the information and explanations given to us, the Company has taken unsecured loan of Rs 981.75 lacs (P.Y. Rs 523.45 lacs) from six parties covered under section 301 of the Companies Act, 1956. The amount of Loan outstanding as on 31st March 2014 is Rs. Nil (P.Y. Rs 2.57 lacs).

(c) In our opinion the terms of loan are prima facie not prejudicial to the interest of the company.

(d) According to information and explanations provided to us the company is regular in repaying the principal amounts and interest as stipulated.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases and sales of land, plots and sheds and fixed assets. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

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

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

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and rules framed thereunder are not applicable.

(vii) As per information and explanations given to us, during the year under audit, the Company did not have an internal audit system but had an efficient system of accounting and internal controls.

(viii) In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under section 209(1)(d) of the Companies Act, 1956 for the companies procedures.

(ix) (a) According to the information and explanations provided to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, the company has no disputed statutory liability in arrears as at 31st March, 2014 for the period of more than six months from the date they become payable.

(x) The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit.

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

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

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(xiii) of the Companies (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. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company. All the shares held by the company as investments are in its own name.

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

(xvi) 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.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised for short-term purpose were applied for long-term purpose.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act during the year.

(xix) According to the information and explanations given to us, the Company has not issued any debentures during the year. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money by public issue during the year.

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

For SHANKARLAL JAIN & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No. 109901W

Mukesh Sonavane Partner M. No. 143622

Place : Mumbai Dated : 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 to the extent applicable. Except A.S.15 in respect of liabilities for GRATUITY & LEAVE ENCASHMENT which are treated on cash basis.

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

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

1. (a) The Company has maintained the proper records showing full particulars including quantitative details and situation of Fixed Assets. However the same is to be updated.

(b) All the assets have been physically verified by the management during the year and in our opinion it 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) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year and therefore paragraph 4(i)(c) of the Companies (Auditor''s Report) order, 2003 (hereinafter referred to as order) is not applicable.

2. (a) Physical verification of Inventories was conducted by the management during the year and in our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory and no material discrepancies have been noticed on physical verification of inventories as compared to book records.

3. (a) During the year the Company has not granted loans secured or unsecured to the Companies, Firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 therefore provision of sub clauses (b) (c) (d) (e) & (f) of clause iii of the Companies (Auditors Report) order2003 are not applicable to the company.

(b) The company has taken loans from five parties of Rs. 52.62 Lacs (Rs. 422.26 Lacs) from the Companies, Firms or other parties listed in the register maintained under section 301 of the companies Act, 1956. The balance outstanding as on 31st March, 2013 is NIL(Rs. 2.58 Lacs).

(c) In our opinion the rate of interest and other terms and conditions of loans are not prima-facie prejudicial to the interest of the company.

(d) The principal amount and interest has been repaid in time.

4. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company relating to the purchase of Land and Fixed Assets and sale of Land, Plots & Sheds are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures. ''

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

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

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58-A and 58AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System but had an efficient system for accounting and internal controls.

8 As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(1) (d) of the Companies Act, 1956 for the Companies procedures.

9. (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' State insurance, Income-Tax, Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, service tax, cess and other statutory dues, if any, with the appropriate authorities except for liability of service tax which are outstanding and will be paid on collection from the customers

(b) According to the information and explanations given to us no disputed amount payable in respect of dues relating to Provident Fund, sales tax, Customs duty, wealth tax and cess and other Statutory dues were in arrears as at 31" March, 2013 for a period of more than six months from the date they become payable except for Rs 31.80 lacs payable toward service tax on sales of property effected prior to six months from 31" March 2013 which will be discharged as per Service Tax Voluntary Compliance Encouragement Scheme, 2013 notified on 13/05/2013

10. The Company does not have accumulated losses as at 31" March, 2013 neither has it has incurred cash losses during the financial year ended on that date.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks during the year.

12 The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the period under review.

13 As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefit society are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company. All the shares held by the company as investments are in its own name.

15 As explained to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the Company.

16. In our opinions, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised for short term purpose were applied for long term purpose.

18. The company has not made any preferential allotment of shares.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20 The company has not raised any funds with a public issue during the year.

21 Based on the Audit Procedures performed and as per the information and explanations given to us by the management, we, report that no fraud on or by the Company has been reported or noticed during the year.

FOR SHANKARLAL JAIN &ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No. 109901W

Date :29th May, 2013 MukeshSonavane

Place: Mumbai PARTNER

M. No.-143622

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Mar 31, 2012

1. We have audited the attached Balance Sheet, of GARNET CONSTRUCTION LIMITED as at 31st March, 2012 and the related Profit and Loss Account & Cash Flow Statement for the year ended on that date annexed thereto which we have signed of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Management of GARNET CONSTRUCTION LIMITED. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements 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 Company Law Board in terms of Section 227 (4A) 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 to our comments in the Annexure referred to in paragraph 1 above, we state that:

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

b) In our opinion proper books of account as required by the Companies Act, 1956 have been kept by the Company, so far as it appears from our examination of books.

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable. Except A.S 15 in respect of liabilities for GRATUITY & LEAVE ENCASHMENT which are treated on cash basis.

e) On the basis of written representations received from Directors & taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified from being appointed as Directors 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 Balance Sheet, Profit and Loss Account & Cash Flow read together with the Significant Accounting Policies and the Notes thereon give the information required by the Companies Act, 1956 in the manner so required.

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

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

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

ANNEXURE TO THE AUDITOR'S REPORT FOR THE PERIOD ENDED 3lst MARCH, 2012

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

1. (a) The Company has maintained the proper records showing full particulars including quantitative details and situation of Fixed Assets, Howeverthe same is to be updated.

(b) All the assets have been physically verified by the management during the year and in our opinion it 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) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year and therefore paragraph 4(i)(e) of the Companies (Auditor's Report) order, 2003 (hereinafter referred to as order) is not applicable.

2. (a) Physical verification of Inventories was conducted by the management during the year and in our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of it's business.

(c) The Company is maintaining proper records of inventory and no material discrepancies have been noticed on physical verification of inventories as compared to book records..

3. (a) During the year the Company has not granted loans secured or unsecured to the Companies, Firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 therefore provision of sub clauses (b) (c) & (d) of clause iii of the Companies (Auditors Report) order 2003 are not applicable to the company.

(d) The company has taken loans from five parties of Rs.422.26 Lakhs from the Companies, Firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.The balance outstandingason 31st March 2012 is Rs. 2.58 lacs.

(e) In our opinion the rate of interest and other terms and conditions of loans are not prima- facie prejudicial to the interest of the company.

(f) The principal amount and interest has been repaid in time.

4. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company relating to the purchase of Land and Fixed Assets and sale of Land, Plots & Sheds are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures.

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

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

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58-A and 58AAofthe Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System but had an efficient system for accounting and internal controls.

8. As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(1) (d) of the Companies Act, 1956 for the Companies procedures.

9. (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' State insurance, Income-Tax, Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, service tax, cess and other statutory dues, if any, with the appropriate authorities except for liability of VAT and service tax which are outstanding and will be paid on collection from the customers.

(b) According to the information and explanations given to us no disputed amount payable in respect of dues relating to Provident Fund, sales tax, Customs duty, wealth tax and cess and other Statutory dues were in arrears as at 31st March, 2012 for a period of more than six months from the date they become payable.

10. The Company does not have accumulated losses as at 31st March, 2012 neither has it has incurred cash losses during the financial year ended on that date. There was cash loss of Rs.1,30,97,917/-in immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks during the year.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the period under review.

13. As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefit society are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company. All the shares held by the company as investments are in its own name.

15. As explained to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the Company.

16. In our opinions, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that Rs. 3.51 crores of short term funds have been used for long term investments.

18. The company has not made any preferential allotment of shares.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The company has not raised any funds with a public issue during the year.

21. Based on the Audit Procedures performed and as per the information and explanations given to us by the management, we, report that no fraud on or by the Company has been reported or noticed during the year.

FOR SHAN KARLAUAIN& ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No. 109901W

Date :15th June 2012 Bhavana Gujar

Place :Mumbai PARTNER

M. No. -121961

---

Mar 31, 2010

(1) We have audited the attached Balance Sheet,of GARNET CONSTRUCTION LIMITED as at 31 st March, 2010 and the related Profit and Loss Account & Cash Flow Statement for the year ended on that date annexed thereto. Which we have signed of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Management of GARNET CONSTRUCTION LIMITED. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principlesusedand significant estimatesmadeby the management, as well as evaluating the overall financial statements 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 Company Law Board in terms of Section 227 (4A) 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 to our comments in the Annexure referred to in paragraph 1 above, We state that: a)Wehave obtained all the information and explanations which tothebestofour knowledge and belief were necessaryforthe purpose of our audit.

b)Inour opinion proper books of account as required by the Companies Act,1956 have been kept by the Company, so far as it appears from our examination of books.

c) The Balance Sheet, ProfitandLoss Account andCashFlow Statement referred tointhis report are in agreement with the books of account.

d)Inour opinion, the Balance SheetProfitandLoss Account and Cash Flow Statement dealt with by this reporthavebeen prepared in compliance with the Accounting Standards referred to in Section

211 (3C) of the Companies Act, 1956to the extent applicable. Except A.S 15 in respect of liabilities for GRATUITY & LEAVEENCASHMENTwhich are treated encash basis.

e) On the basis of written representations received from Directors & taken on record by the Board of Directors, we reportthatnoneofthe Directors of the Company are disqualified from being appointed as Directors of the Company under clause (g) of Sub-section (1) of Section 274 ofthe Companies Act, 1956.

f) Inour opin ionandtothebestofour information and according to the explanations given to us, the Balance Sheet, ProfitandLoss Account & Cash Flow read together with the Significant Accounting Policiesandthe Notes thereon give the information required by the CompaniesAct, 1956 inthe manner so required.

(i) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31stMarch2010and

(ii) in so far as it relates to ProfitandLoss Account, of LOSS of the Company for the year ended onthatdate.

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

ANNEXURE TO THE AUDITORS REPORT FOR THE PERIOD ENDED 31ST MARCH, 2010:

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

1. (a) The Company has maintained the proper records showing full particulars including quantitative details and situation of Fixed Assets. However thesameis to be updated

(b) All the assetshavebeen physically verified by the management duringtheyearandinour opinion it 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) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year and therefore paragraph 4(i)(c) of the Companies (Auditors Report) order, 2003 (hereinafter referred to as order) is not applicable.

2. (a) Physical verification of Inventories was conducted by the management duringtheyear and in our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventoryandno material discrepancies have been noticed on physical verification of inventories as compared to bookrecords..

3. (a) Duringtheyear the Company has not granted loans secured or unsecured to the Companies, Firms

or other parties listed in the register maintained under section 301 of the companies Act, 1956 therefore provision of sub clauses (b) (c) & (d) of clause iii of the Companies (Auditors Report) order 2003 are not applicable to the company

(d) The company has taken loans from three parties of Rs.30.39 Lakhs from the Companies, Firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

(e) In our opinion the rate of interesv and other terms and conditions of loans are not prima-facie prejudicial to the interest of the company.

(f) The principal amount and interest has been repaid in time.

4. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company relating to the purchase of Land and Fixed Assets and sale of Land, Plots & Sheds are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures.

5. (a) According to the information and explanations given to us, we are of the opinion that the

transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956have been so entered.

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

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58-A and 58AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. Asper the information and explanations given to us, during the year under audit, the Company did nothave an Internal Audit Systembuthad an efficient system for accounting and internal controls.

8. As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(1) (d) of the Companies Act, 1956 for the Companies procedures.

9. (a) In our opinion and according to the information and explanations given to us, the Company is

generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees State insurance, Income-Tax, Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, service tax, cess and other statutory dues, if any, with the appropriate authorities. Arrears o utstanding statutory dues as at31stMarch, 2010 for a period of more than six months from the date they become payable. (b) According to the information and explanations given to us no disputed amount payable in respect of dues relating to Provident Fund, sales tax, Customs duty, wealth tax and cess and other Statutory dues were in arrears as at 31st March, 2010 for a per iod of more than six months from the date they become payable Except Income Tax demand 14,75,445 being disputed hence not provided.

10. The Company does not have accumulate losses as at 31stMarch, 2010, but it has incurred cash losses of Rs. 143,81,987/- during the financial year ended on that date and there was cash loss of Rs 29,65,75,524/- in immediately preceding financial year.

11. In our opinion and According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks during the year.

12. The Company has not granted Loans and Advances on the basis of security by way of pledge of shares, debentures and other securities during the period under review.

13. Asper the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund,Nidhi or Mutual benefit society are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. All the shares held by the company as investments areinits own name.

15. As explained to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the Company.

16. In our opinions, the term loans have been applied for the purpose for which they were raised. .

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short term basis which havebeenused for long term investments and vice versa.

18. The company hasnotmade any preferential allotment of shares, except the conversion of warrants intoequitysharestothepartycoveredundersection301 ofthe companies Act, 1956. Thetermson which the warrants has been converted is not prejudicial to the interest of the company.

19. According to the information and explanations given to us, the Company has not issued any debentures duringtheyear under review

20. The company has not issued any money with a public issue during the year.

21. Based on the Audit Procedures performed andas per the information and explanations given to us by the management, we, report that no fraud on or by the Company has been reported or noticed during the year.

FOR SHANKARLAL JAIN & ASSOCIATES CHARTERED ACCOUNTANTS

SATISH JAIN PARTNER

Place : Mumbai M.No-48874

Dated 26 Aug 10 Firm Reg. No. 109901W