Auditor Report of Manraj Housing Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Manraj Housing Finance Ltd. ('the Company'), which comprise the balance sheet as at 31 March 2015, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these 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 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 31 March 2015 and its loss 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 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(f) based upon our examination of internal financial controls, which was limited to getting reasonable assurance that financial statements are reasonably free from material misstatements, the company has adequate intrnal financial controls systems commensurate with the size and the nature of its activities.

(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. there are no pending litigations by or against the Company and as such the question of disclosing the particulars regarding the same does not arise.

ii. the company has not entered into any long term contracts including derivative contracts and consequently the question of making any provision for the material forseeable losses dose not arise.

iii. There are no amounts required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of MANRAJ HOUSING FINANCE LIMITED for the year Ended on 31st March, 2015. We report that:

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

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

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals;

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

(c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

(iii) The company has not granted any loan to any company, firm or other party covered in register maintained u/s. 189 of the companies Act, 2013. The sub clauses a, and b are therefore not applicable.

(iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no major weakness in the in the internal control system of the company.

The examination of internal control system performed by us was limited to getting reasonable assurance that financial statements are reasonably free from material misstatements.

(v) The company has not accepted any deposits in terms of provisions of sections 73 to 76 of the companies Act, 2013 and as such the question of complying with the relevant provisions of the Act and rules made thereunder does not arise.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the act, for any of services rendered by the company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income tax, Wealth Tax, service Tax, cess and all other material statutory dues applicable to it with the appropriate authorities. Further according to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) There are no dues of Income tax/MVAT/Wealth tax/Service Tax/ Custom duty/ Excise duty/cess that have not been deposited on account of any dispute.

(c) According to the information and explanation given to us and the records of the company examined by us, there were no amounts to be transferred to investor education and protection fund and hence this clause is not applicable.

(viii) The Company does not have any accumulated losses at the end of the financial year but has incurred cash losses in the financial year and has not incurred cash losses in the immediately preceding financial year.

(ix) According to the information and explanation given to us, we report that the Company has not defaulted in repayment of dues to a financial institution or other bank at the balance sheet date.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company has not obtained any term loan and hence the question of its utilization does not arise;

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

FOR N.S.DOSHI & CO Chartered Accountants F.R.N: 102738W

(N. S. Doshi Proprietor) M. No.: 10212

Place- JALGAON Date- 30th MAY, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Manraj Housing Finance Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2014, and 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.

(II) Management 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 ("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. 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.

(III) 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 entity''s internal control . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

(IV) Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph, the financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

(V) Emphasis of Matter

The company had granted loans aggregating to Rs. 13,32,01,708 during the financial year 2012-13 to certain parties, only on the basis of an agreement to furnish documents to create security to repay loan amount on demand. However the company has entered into agreements to acquire tenancy rights acquired by these parties and hence these advances together with interest have been adjusted towards acquisition of these rights. Our opinion is not qualified in respect of this matter.

(VI) Report on other Legal & 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

(2) As required u/s. 227 (3) of the Act, we report that;

i. We have obtained all the information and explanations, which to the

best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

iii. 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;

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of the 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 to the extent applicable.

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

Annexure to Independent Auditors'' Report Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any of fixed assets so as to affect its going concern status.

ii) a) The management has conducted physical verification of inventory at reasonable intervals;

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

c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

iii) a) The company has not granted any loan to any company, firm or other party covered in register maintained u/s. 301 of the companies Act, 1956.

b) The sub clauses b, c and d are therefore not applicable.

e) The company has not taken any loans, secured or unsecured, from any company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses (f) and (g) are not applicable.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v) a) According to the information and explanation given to us the transactions that need to be entered into a register in pursuance of section 301 of the Act have been entered in the register required to be maintained under that sections; and

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

vi) The company has not accepted any deposit within the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The company does not have a formal internal audit system. However, in our opinion there are adequate internal control procedures commensurate with the size and nature of its business

viii) The company has not undertaken any construction / manufacturing activity during the year under review and as such question of maintaining any records in terms of Sec. 209(1)(d) of the Companies Act, 1956 read with Cost Accounting Records Rules 2011 does not arise.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income tax, Wealth Tax, service Tax, cess and all other material statutory dues applicable to it with the appropriate authorities. Further according to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

b) There are no dues of Income tax/MVAT/Wealth tax/Service Tax/Custom duty/Excise duty/cess that have not been deposited on account of any dispute.

x) The company has no accumulated losses as at 31st March 2014 and has not incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) According to the information and explanation given to us, we report that except for certain delay in repaying a temporary overdraft taken from a co-operative bank, the Company has not defaulted in repayment of dues to a financial institution or other bank at the balance sheet date. The amount and period of delay are Rs. 3 Crores and 120 days respectively.

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

xiii) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Fund/ Societies are not applicable to the company

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

xv) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from bank or financial institutions;

xvi) The Company has not obtained any term loan and hence the question of its utilization does not arise;

xvii) According to the information and explanations given to us and based on the overall examination of the balance sheet, the funds raised on short term basis have not been used for long-term investments.

xviii) The company has not made any fresh allotment of shares during the year and hence question of allotting them on preferential basis to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 does not arise.

xix) The Company has not issued any debentures during the year under review and hence question of creating securities in respect thereof does not arise.

xx) The Company has not raised any money by public issues during the year under review.

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 audit.

FOR N.S.DOSHI & CO. Chartered Accountants

Jalgaon (N. S. Doshi Proprietor) 13th May 2014. M. No.10212 FRN. 102738W

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Mar 31, 2013

(I) Report on financial statements

We have audited the accompanying financial statements of Manraj Housing Finance Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies other explanatory information.

(II) Management 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 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

(III) 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 qualified audit opinion.

(IV) Basis for Qualified Opinion

1) The company has w/off Rs. 13,80,500 (including interest of Rs. 3,80,500) due from a party to whom advance was given without any security in F.Y 2010-11. The interest of Rs.3,80,500 (Credited to interest not collected on other loans in the F.Y 2010- 11/ 2011-12) is transferred to P&L account this year.

2) Advances which are unsecured given to 5 parties involving Rs.3,59,84,436 in the aggregate remain unconfirmed.

(V) Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph, the financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: .

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

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

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

(VI) Emphasis of Matter

The Company has granted loans aggregating to Rs. 13,32,01,708 during the year (balance as on 31-03-2013 Rs.14,42,61,132 )to certain parties and an advance of Rs. 70,00,000 (balance as on 31.03.2013-Rs. 74,54,512) to a relative of a Director only on the basis of an agreement to furnish documents to create security to repay the same on demand. However, no security is created till this date.

(VII) Report on other Legal & Regulatory Requirements

(1) As required by the Companies (Auditor''s Report) Order, 2003 as amended by Companies (Auditors'' Report) Amendment Order, 2004 (together the ''Order'') issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act and on the basis of such checks of books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in annexure A'' a statement on the matters specified in paragraph 4 and 5 of the said Order.

(2) As required u/s. 227 (3) of the Act, we report that;

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

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

iii. 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;

iv. Except for the effects of the matters described in the basis for qualified opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of the section 211 of the Companies Act, 1956 to the extent applicable.

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

Annexure A referred to in paragraph (VII) 1 of the Independent Auditor''s Report of even date

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

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any of fixed assets so as to affect its going concern status.

ii) a) The Management has conducted physical verification of inventory at reasonable intervals;

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

c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

iii) a) The company has granted an advance of Rs.70,00,000 (balance as on 31/03/2013 Rs. 74,54,512), to a brother of a director covered in register maintained u/s. 301 of the companies Act, 1956.

b) In our opinion the rate of interest charged are not prima facie prejudicial to the interest of the company, no security is taken against the said loan.

c & d) There are no stipulation for the repayment of principal and interest charged. The outstanding interest receivable as at 31st March, 2013 is Rs. 4,54,511. Accordingly the question of regularity in repayment of principal amount, and determination of overdue amount, if any, does not arise.

e) The company has not taken any loans, secured or unsecured, from any company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses (f) and (g) are not applicable.

iv) There is an adequate internal control system commerfsurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v) a) According to the information and explanation given to us the transactions that need to be entered into a register in pursuance of section 301 of the Act.

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

vi) The company has not accepted any deposit within the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The company does not have a formal internal audit system. However, in our opinion there are adequate internal control procedures commensurate with the size and nature of its business

viii) The company has not undertaken any construction / manufacturing activity during the year under review and as such question of maintaining any records in terms of Sec. 209(1 )(d) of the Companies Act, 1956 read with Cost Accounting Records Rules 2011 (which have become applicable to the company w.e.f .1.4.2011) does not arise.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth Tax, service Tax, cess and all other material statutory dues applicable to it with the appropriate authorities. Further according to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2013 for a period more than six months from the date they became payable.

b) There are no dues of Income tax/MVAT/Wealth tax/Service Tax/Custom duty/Excise duty/cess that have been deposited on account of any dispute.

x) The company has no accumulated losses as at 31st March 2013 and has not incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) According to the information and explanation given to us the Company has not defaulted in repayment of dues to a financial institution or bank at the balance sheet date.

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

xiii) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Fund/ Societies are not applicable to the company

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

xv) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from bank or financial institutions;

xvi) The Company has not obtained any term loan and hence the question of its utilization does not arise;

xvii) According to the information and explanations given to us, the funds raised on short term basis have not been used for long-term investments.

xviii) The company has not made any fresh allotment of shares during the year and hence question of allotting them on preferential basis to parties and companies covered in the Register maintained under section 301 of the Companies Act , 1956 does not arise.

xix) The Company has not issued any debentures during the year under review and hence question of creating securities in respect thereof does not arise.

xx) The Company has not raised any money by public issues during the year under review.

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 audit.

FOR N.S.DOSHI & CO.

Chartered Accountants

Jalgaon

28 May 2013 (N. S. Doshi Proprietor)

M. No.10212

FRN. 102738W

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Mar 31, 2012

1) We have audited the attached Balance Sheet of Manraj Housing Finance Limited, as at 31st March 2012 and also the Profit And Loss Account for the year ended on that date annexed thereto. These statements are 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 as amended by Companies (Auditors' Report) Amendment Order, 2004 (together the 'Order') issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in annexure 'A' a statement on the matters specified in paragraph 4 and 5 of the said Order.

4) The Company has granted loans to certain parties during the year under review aggregating to Rs. 3,00,00,000 and in earlier years aggregating to Rs. 3,81,74,000/- only on the basis of an agreement to create security as and when required.

However no such security is created till date.

5) Attention is drawn to Note No. 7 to Notes on Accounts regarding writing off of certain housing loans and other advances aggregating to Rs. /- 13,30,892.

6) Further to our comments in para 5 and the Annexure referred to in para 3 above and subject to our comments in para 4 above, we report that:

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

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

xviii) The company has not made any fresh allotment of shares during the year and hence question of allotting them on preferential basis to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 does not arise.

xix) The Company has not issued any debentures during the year under review and hence question of creating securities in respect thereof does not arise.

xx) The Company has not raised any money by public issues during the year under review.

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 audit.

Annexure A referred to in paragraph 3 of the Auditors' Report of even date

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

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any substantial/ major part of fixed assets so as to affect its going concern status.

ii) a) The Management has conducted physical verification of inventory at reasonable intervals;

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

c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

iii) a) The company has not granted any loans, secured or unsecured ,to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses (b),(c) and (d) are not applicable.

b) The company has not taken any loans, secured or unsecured, from any company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses (f) and (g) are not applicable.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v) a) According to the information and explanation given to us the transactions that need to be entered into a register in pursuance of section 301 of the Act have been properly entered, b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposit within the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The company does not have a formal internal audit system. However, in our opinion there are adequate internal control procedures commensurate with the size and nature of its business

viii) The company has not undertaken any construction / manufacturing activity during the year under review and as such question of maintaining any records in terms of Sec. 209(1 )(d) of the Companies Act, 1956 read with Cost Accounting Records Rules 2011 (which have become applicable to the company w.e.f. 1.4.2011) does not arise.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Wealth Tax, Service Tax, cess and all other material statutory dues applicable to it with the appropriate authorities. Further according to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2012 for a period more than six months from the date they became payable.

b) There are no dues of Income tax/MVAT/Wealth tax/Service Tax/Custom duty/Excise duty/cess that have not been deposited on account of any dispute.

x) The company has no accumulated losses as at 31st March 2012 and has not incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) According to the information and explanation given to us the Company has not defaulted in repayment of dues to a financial institution or bank at the balance sheet date.

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

xiii) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Fund/ Societies are not applicable to the company

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

xv) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from bank or financial institutions;

xvi) The Company has not obtained any term loan and hence the question of its utilization does not arise;

xvii) According to the information and explanations given to us, the funds raised on short term basis have not been used for long-term investments.

iii. The Balance Sheet and Profit and Loss account dealt with by this report in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of the section 211 of the Companies Act, 1956 to the extent applicable.

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

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

a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012, and

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

And

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

For N.S.DOSHI & CO.

Chartered Accountants

Jalgaon (N. S. Doshi-Proprietor)

21st May, 2012. M.No.10212

FRN. 102738W

---

Mar 31, 2011

1) We have audited the attached Balance Sheet of Manraj Housing Finance Limited, as at 31st March 2011 and also the Profit And Loss Account for the year ended on that date annexed thereto. These 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 statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) Amendment Order, 2004 (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in annexure 'A' a statement on the matters specified in paragraph 4 and 5 of the said Order.

4) The Company has granted loans to certain parties during the year under review aggregating to Rs.3,81,74,000/- only on the basis of an agreement to create security as and when required. However no such security is created till date.

5) Attention is drawn to Note No. 7 to Notes on Accounts regarding writing off of certain housing loans aggregating to Rs.25,43,272/-.

6) Further to our comments in Para 5 and the Annexure referred to in Para 3 above and subject to our comments in Para 4 above, we report that:

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

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

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

iv. In our opinion, The Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub- section (3C) of the section 211 of the Companies Act 1956 to the extent applicable.

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

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

a) In case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2011; and

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

And

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

Annexure referred to in paragraph 3 of the Auditors' Report of even date

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

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any substantial / major part of fixed assets.

ii) a) The Management has conducted physical verification of inventory at reasonable intervals;

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

c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

iii) a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses (b), ( c) and (d )are not applicable

b) The company has not taken any loan secured or unsecured from any company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence sub clauses (f) and (g) are not applicable.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods & services.

v) According to the information and explanation given to us the company has not entered in to any transactions during the relevant financial year that need to be entered into a register in pursuance of section 301 of the Act;

vi) The company has not accepted deposits from the public during the financial year and there are no outstanding deposits at the year end.

vii) The company does not have a formal internal audit system. However, in our opin- ion there are adequate internal control procedures commensurate with its size and nature of its business.

viii) Maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act; 1956.

ix) a) According to the information and explanations given to us of the Company examined by us, in our opinion, 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, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

b) There are no dues of Income tax/MVATA Wealth tax/ Service tax/Custom Duty/Excise duty/cess that have not been deposited on account of any dispute.

x) The company has no accumulated losses as at 31st March 2011 are has not incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) According to the information and explanation given to us the company has not defaulted in repayment of dues to a financial institution or bank at the balance sheet date.

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

xiii) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Fund/ Societies are not applicable to the company.

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

xv) According to the information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions;

xvi) The Company has not obtained any term loan and hence the question its utilisation does not arise;

xvii) According to the information and explanations given to us, the funds raised on short term basis have not been used for long-term investments.

xviii) The company has not made any fresh allotment of shares during the year and hence question of allotting them on preferential basis to parties and companies covered in the Register maintained under section 301 of the Companies Act 1956 does not arise.

xix) The Company has not issued any debentures during the year under review and hence question of creating securities in respect thereof does not arise.

xx) The Company has not raised any money by public issues during the year under review;

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

For N.S. Doshi & Co.,

Chartered Accountants

Jalgaon (N.S.Doshi-Proprietor)

26th May, 2011 M. No. 10212

FRN. 102737W

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of Manraj Housing Finance Limited, as at 31st March 2010 and also the Profit And Loss Account for the year ended on that date annexed thereto. These 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 statement. An audit also includes assessing the accounting principles used and significant estimates made by man- agement, 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 as amended by Companies (Auditors Report) Amendment Order, 2004 (together the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the company as we considered appropriate and according to the infor- mation and explanations given to us, we enclose in annexure A a statement on the matters specified in paragraph 4 and 5 of the said Order.

4) We are informed that the company has surrendered to NHB its registration for cancellation and consequently the question of reporting in terms of CI. 29/30 of the Chapter IV of National Housing Bank Directions 2001, does not arise.

5) Further to our comments in the Annexure referred to above, we report that:

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

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as appear from our examination of those books;

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

iv. In our opinion, The Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub- sec- " tion (3C) of the section 211 of the Companies Act 1956 to the extent applicable.

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

a) In case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010;

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

And

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

Annexure referred to in paragraph 3 of the Auditors Report of even date

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

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verifica- tion.

c) During the year, the Company has not disposed of any substantial / major part of fixed assets.

ii) a) The Management has conducted physical verification of inventory at reasonable intervals;

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

c) The company has maintained proper records of inventory and no material discrepan- cies were noticed on physical verification;

iii) a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act and hence sub clauses (b), (c) and (d )are not applicable

b) The company has not taken any loan secured or unsecured from any company, firm or other parties covered in the register maintained under section 301 of the Act and hence sub clauses (f) and (g) are not applicable.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods & services.

v) According to the information and explanation given to us the company has not en- tered in to any transactions during the relevant financial year that need to be entered into a register in pursuance of section 301 of the Act;

vi) The company has no outstanding deposits during the financial year and hence it is not required to comply with the directives issued by the Reserve Bank Of India, the provisions of section 58A and 58AA or any other provisions of the Companies Act, 1956 and the Companies (Acceptance Of Deposits) Rules, 1975, According to the information and explanations given to us, no order has been passed by the Com- pany Law Tribunal or National Company Law Tribunal or Reserve Bank Of India or any Court or any other Tribunal on the company in respect of the deposits ac- cepted by the company in the past.

vii) The company has an internal audit system commensurate with its size and nature of its business.

viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act;

ix) a) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in de- positing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, ser- vice tax, custom duty, excise duty, cess and other material statutory dues as appli- cable with the appropriate authorities.

b) There are no dues of Income tax/MVAT/Wealth tax/ Service tax/Custom Duty/Ex- cise duty/cess that have not been deposited on account of any dispute.

x) The company has no accumulated losses as at 31st March 2010 and has not incurred any cash loss in the financial year ended on that date or in the immediately preceding financial year.

xi) According to the information and explanation given to us the company has not defaulted in repayment of dues to a financial institution or bank at the balance sheet date.

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

xiii) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual - Fund/Societies are not applicable to the company.

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

xv) According to the information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions;

xvi) The Company has not obtained any term loan and hence the question its utilisation does not arise;

xvii) The company has not raised any short term funds during the year under review and hence the question of using such funds for long term investments does not arise;

xviii) The company has not made any fresh allotment of shares during the year and hence question of allotting them on preferential basis to parties and companies covered in the Register maintained under section 301 of the Companies Act 1956 does not arise.

xix) The Company has not issued any debentures and hence question of creating securi- ties in respect thereof does not arise.

xx) The Company has not raised any money by public issues during the year under review;

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



For N.S. Doshi & Co.,

Chartered Accountants

Jalgaon (N.S.Doshi-Proprietor)

28th May, 2010 M. No. 10212