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Auditor Report of Parsvnath Developers Ltd.

Mar 31, 2023

Parsvnath Developers Limited

Report on the audit of the Standalone Financial Statements

1. Qualified Opinion

We have audited the accompanying standalone financial Statements of Parsvnath Developers Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2023, the statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effects/possible effects of the matters referred in Basis for Qualified Opinion paragraph below,

the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rule, 2015, as amended, ("Ind AS") and other the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its Losses, total comprehensive income (comprising of loss and other comprehensive income), changes in equity and its cash flows for the year ended on that date.

2. Basis for Qualified Opinion

We draw your attention to following notes of the standalone financial statements:

(a) Note No 41 (d) which states that:

In case of one BOT project, due to delays in payments as per concession agreement to Delhi Metro Rail Corporation (DMRC), DMRC had terminated the contract. The Company has sent a notice dated 30th June 2023 invoking arbitration. The management is of the opinion that Company has a favorable case and has considered Rs. 22,156.22 lakhs appearing as ''Asset held

for Sale'', related with this project as fully realisable.

Considering the uncertainty towards the project and also towards the amount to be received, pending arbitration proceedings, we are unable to comment on the resultant impact of the same on these standalone financial statements.

(b) Note No 42 which states that:

The Company had entered into an ''Assignment of Development Rights Agreement'' dated 28 December, 2010 with a wholly owned subsidiary company (subsidiary company) of the company and Collaborators (land owners) in terms of which the Company had assigned Development Rights of one of its project to subsidiary company on terms and conditions contained therein. The project has been delayed and certain disputes arose with the collaborators (land owners) who sought cancellation of the Development Agreement and other related agreements and have taken legal steps in this regard. The Ld. Sole Arbitrator pronounced the Arbitral Award on 18th April 2023 and restored the physical possession of the Project Land in favour of the land owners, subject to payment of Rs. 1,570.91 lakhs along with interest as awarded under the Arbitral Award to subsidiary company. The subsidiary company has filed an appeal with the Commercial Court challenging the Arbitration Award on 19th August, 2023. The management is of the view that the termination of the agreement will be set aside and the project will be restored. Hence, the company has not considered making any provision towards investment of Rs. 21076.47 Lakhs made in subsidiary company and loan of Rs. 2631.93 lakhs given to subsidiary company.

Considering the uncertainty in restoration of the project and ultimate recovery towards investment and loans as the matter is sub-judice, we are unable to comment on the resultant impact of the same on these standalone financial statements.

A subsidiary of the company, Parsvnath HB Projects Private Limited (PHBPPL) was allotted a land by Punjab Small Industrial & Exports Corporation Limited (PSIEC).

Due to non payment of instalment, PSIEC cancelled the allotment of land and the company filed the arbitration petition as there were lapses on the part of PSIEC. The arbitration proceedings are under progress. Pending arbitration proceedings, the management is of the opinion that the company has favorable chances of succeeding in arbitration proceedings and cancellation of allotment will be set aside. Accordingly, loan of Rs. 6635.71 lakhs given to PHBPPL and investment of Rs. 2.50 lakhs in PHBPPL is considered as good and recoverable.

Considering the uncertainty due to pending arbitration proceedings, we are unable to comment on the resultant impact of the same on these standalone financial statements.

(d) Note No 50 which states that:

The Company has invested Rs. 37500 Lakhs in 0.01 % Optionally convertible Debentures (OCDs) which are due for redemption on 31st March 2029. the company is under discussion with lenders for transfer of these OCDs towards of settlement of loan for which formal approval is pending. Based on the estimates, the management has accounted for the impairment loss of Rs. 21300 lakhs and balance Rs. 16200 lakhs has been considered as recoverable.

Pending formal approval of settlement of loans from lenders, we are unable to comment on recoverability of investment in OCDs on these standalone financial statements.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those standards on auditing are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statement'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''the ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with

these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified opinion.

3. Emphasis of Matter

(a) Note No 41(b) which states that:

In case of another BOT project, construction activities was suspended as per the instructions of the DMRC. The Company had invoked the Arbitration clause under the concession agreement and the proceedings have been completed on 30^th May 2022 and the Order is reserved. The management is of the opinion that Company has a favorable case and has considered the intangible assets under development of Rs. 14,032.51 lakhs as on 31st March 2023 as fully recoverable.

(b) Note No 44 which states that:

The Company had entered into a Development Agreement (DA) with Chandigarh Housing Board (CHB). Owing to disputes, the Company had invoked the arbitration and the arbitral award was issued. Due to computational error in the award, the awarded amount was deficient by approximately Rs. 14,602 lakhs. The matter was decided against the company by Hon''ble Sole Arbitrator and Additional District Judge cum MACT, Chandigarh. The matter is now pending before the Hon''ble Punjab & Haryana High Court at Chandigarh and the proceedings are going on and matter is listed on 11.09.23. Pending decision of the High Court, the management is hopeful for recovery and Rs. 14,046.91 lakhs has been shown as recoverable and included under ''Other Non-Current financial assets''

Parsvnath Film City Limited (PFCL), a wholly owned Subsidiary of the company, had deposited Rs. 4775.00 Lakhs with Chandigarh Administration (CA) for development of one Project. Since CA could not handover the possession of the said land to PFCL, PFCL invoked the arbitration clause for seeking refund of the allotment money which has decided the matter in favour of PFCL. Subsequently, The Hon''ble Punjab & Haryana High Court decided that CA is entitled to cumulatively claim/recover an amount of Rs. 8,746.60

lakhs from PFCL. PFCL has filed a Special Leave Petition (SLP) before the Hon''ble Supreme Court of India. The management is hopeful for recovery and the amount of Rs. 4817.40 lakhs has been shown as recoverable and included under ''Other Non-Current financial assets.''

(d) Note No 51 which states that:

Greater Noida Authority has cancelled the allotment of two housing plots in Greater Noida on which the Company was constructing the Projects namely Palacia & Privilege vide letter dated 23.11.2022 on account of non-payment of premium and interest thereon amounting to Rs. 28,128 lakhs. The Company has filed two separate Revision Petitions under Section 41(3) of the Uttar Pradesh Urban Planning and Development Act, 1976 challenging the cancellation order dated 23.11.2022 which were listed on 13.07.2023 before appropriate authority for arguments and mater is pending. Further, vide Order dated 03.04.2023, the High Court at Allahabad, Lucknow Bench has restrained the Authority from creating any third party rights in these 2 Plots. In the opinion of management, the Company would be able to restore the allotment of plots from Greater Noida Authority and the cancellation of the plots will not have an impact on the value of inventory of 16,142.93 lakhs and Rs. 57,275.37 lakhs for Palacia & Privilege projects respectively as on 31.03.2023.

(e) Note No 49 & 50 which states that:

The company has provided the exceptional loss of Rs. 33867.94 Lakhs on account of impairment loss of OCDs and recognition of interest on loans due to non fulfilment of settlement agreement. Further, an exceptional gain of Rs. 25811.07 Lakhs has been recognised towards waiver of interest on settlement of loans. Net loss of Rs. 8056.87 lakhs has been disclosed as exceptional items in the standalone financial statements.

Our opinion is not modified in respect of these matters

4. Material uncertainty related to going concern

We draw your attention to note 47 of the financial statements which states that the Company has incurred cash losses during the current year and during the previous year. Due to recession in the past in the real estate sector owing to slowdown in demand, the Company faced lack of adequate sources of finance to fund execution and completion of its ongoing projects resulting in delayed realisation from its customers. The Company is facing tight liquidity situation as a result of which there have been delays/defaults in payment of principal and interest on borrowings, statutory liabilities, salaries to employees and other dues. However, considering the substantial improvement in real estate sector recently, the management is of the view that all above issues will be resolved in due course by arrangement of required finance through alternate sources, including sale of non-core assets to overcome this liquidity crunch.

Considering the indeterminate impact of the matters under litigation, uncertainty exist that may cast significant doubt on the Company''s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

5. Key Audit Matter

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of standalone financial statements of the current period. These matters were addressed in the context of our audit of standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters	How the matter was addressed in our audit
Revenue recognition
Revenue from sale of constructed properties is recognized at a ''Point of Time'', when the company satisfies the performance obligations, which generally coincides with completion/possession of the unit. Recognition of revenue at a point in time based on satisfaction of performance obligation requires estimates and judgements regarding timing of satisfaction of performance obligation, allocation of cost incurred to segment/units and the estimated cost for completion of some final pending works. Due to judgements and estimates involved, revenue recognition is considered as key audit matter.	Our audit procedures on revenue recognition included the following: â¢ We have evaluated that the Company''s revenue recognition policy is in accordance with Ind AS 115 and other applicable accounting standards; â¢ We verified performance obligations satisfied by the company; â¢ We tested flat buyer agreements/sale deeds/possession letters/No Objection Certificate received from customers for taking possession in case of unfurnished flats which have been given as fit out offer, sale proceeds received from customers to test transfer of controls; â¢ We conducted site visits during the year to understand status of the project and its construction status; â¢ We verified calculation of revenue to be recognized and matching of related cost; â¢ We verified estimates of cost yet to be incurred before final possession of units.
Inventories
the Company''s inventories comprise of projects under construction/development (Work-in-progress) and unsold flats (finished flats). the inventories are carried at lower of cost and net realizable value (NRV). NRV of completed property is assessed by reference to market prices existing at the reporting date and based on comparable transactions made by the company and/or identified by the Company for properties in same geographical area. NRV of properties under construction is assessed with reference to market value of completed property as at the reporting date less estimated cost to complete. the carrying value of inventories is significant part of total assets of the Company and involves significant estimates and judgements in assessment of NRV. Accordingly, it has been considered as key audit matter.	Our audit procedures to assess the net realizable value (NRV) of inventories included the following: â¢ We had discussions with management to understand management''s process and methodology to estimate NRV, including key assumptions used; â¢ We verified project wise unsold units/area from sales department; â¢ We tested sale price of the units with reference to recently transacted price of same or similar projects and available market information in same geographical area; â¢ To calculate NRV of work-in-progress, we verified the estimated cost to construction to complete the project.

Key audit matters	How the matter was addressed in our audit
Deferred Tax Assets (DTA)
The Company has recognized deferred tax assets (DTA) on carried forward business losses and unabsorbed depreciation (refer note 12 to the Standalone financial statements). The Company has recognized DTA considering sale agreements executed with the customers against which revenue will get recognized in future on point of time. Recognition of DTA is based on future business plan and sales projections of the Company, which have been prepared by the management. Since recognition of DTA on carried forward losses involves significant judgements and estimates, it has been considered as key audit matter.	Our audit procedures included: â¢ We had discussions with management to understand process over recording and review of deferred tax assets (DTA); â¢ We obtained profitability of existing projects; â¢ We tested the computation of the amount and the tax rate used for recognition of DTA; â¢ We also verified the disclosures made by the Company in Note 12 to the standalone financial statements.
Investments in subsidiaries
the Company has significant investments in its subsidiary companies. these investments are carried at cost. Management reviews whether there are any indicators of impairment of investments. For impairment testing, management has to do assessment of the cash flows of these entities and /or value of underlying assets in these entities. Impairment assessment involves estimates and judgements in forecasting future cash flows. Accordingly, it has been considered as key audit matter.	Our audit procedures included : â¢ We compared carrying value of investment in the books of the Company with net asset value of relevant subsidiaries; â¢ We reviewed business plan and cash flow projections of the subsidiaries and tested assumption; â¢ In cases, where cash flow projections were not available , we verified valuation report of underlying assets held by these subsidiaries; â¢ Verified that required disclosures in respect of these investments has been made in the financial statements.
Customer complaints and litigation
the Company is having various customers complaints, claims and litigations for delays in execution of its real estate projects. Management estimates the possible outflow of economic resources based on legal opinion and available information on the status of the legal cases. Determination of amount to be provided and disclosure of contingent liabilities involves significant estimates and judgements, therefore it has been considered as key audit matter.	Our audit procedures included : â¢ We had discussion with management and understood management process for identification of claims and its quantification; â¢ We had discussion with Head of Legal department of the Company, to assess the financial impact of legal cases; â¢ We read judgements of the courts and appeals filed by the company; â¢ We read minutes of the audit committee and the board of directors of the Company to get status of the material litigations; â¢ We verified that, in cases, where management estimates possible flow of economic resources, adequate provision is made in books of account and in other cases, required disclosure is made of contingent liabilities.

Key audit matters	How the matter was addressed in our audit
Statutory dues and borrowings
The Company has incurred cash losses during the current and previous year, due to recession in the real estate sector, due to which the Company is facing tight liquidity situation. As a result, there have been delays/defaults in statutory liabilities, principal and interest on borrowings and other dues. Defaults in payment of statutory dues and borrowings involves calculation of interest, penal interest and other penalties on delayed payments and recording of liabilities. It requires significant estimates, hence considered as key audit matter.	Our audit procedures included : â¢ We had discussion with management and understood management process for provision of interest and penalties for delays/defaults in payment of statutory dues and repayment of borrowings and interest thereon; â¢ For statutory dues, we have verified the schedule of statutory liabilities and due date of payments. We verified calculation of interest on delayed payments; â¢ For borrowings, we verified loan agreement and sanction letters to check repayment schedule and penal interest, if any. We verified calculation of interest including penal interest; â¢ We verified disclosures made in the financial statements in respect of defaults in repayment of borrowings and interest thereon; â¢ Defaults in payment of statutory dues and borrowings is reported in Annexure A to our audit report.
Advances for land
the Company has given advances for procurement of land for construction of real estate projects. these advances are given based on agreements. the Company acquires land through Special Purpose Vehicles (SPVs) and paid advances to SPVs for acquisition of land. these advances are tested for recoverability. Due to significant amount and the time involved in square up of these advances, it has been considered as key audit matter.	Our audit procedures included : â¢ We had discussion with management and understood management process for land acquisition; â¢ We have verified the agreements and Memorandum of understanding (MOus) with the SPVs; â¢ We verified financial statements of these SPVs to test land held by these entities and its book value; â¢ For advances given to third parties, we have verified the agreements and had discussion with the management on timeline for land procurement.
Related party transaction and balances
the Company has transaction with related parties. these includes transaction in nature of purchase of development rights, advances for land procurement, security deposits from subsidiaries and advances given to its subsidiaries. these transactions are in ordinary course of business on arm length basis. Due to significance of these transactions, considered as key audit matter.	Our audit procedures included : â¢ understood Company''s policies and procedures for identification of related parties and transactions; â¢ Read minutes of the audit committee and board of directors for recording/approval of related party transactions; â¢ tested Company''s assessment regarding related party transactions are being in the ordinary course of business and at arm''s length price; â¢ tested transaction with underlying contracts and supporting documents; â¢ Obtained confirmation for outstanding balances; â¢ Verified disclosures made in the financial statements in respect of related party transactions and outstanding balances.

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

The Company''s Board of Directors is responsible for the other information. the other information comprises the information included in the Directors report, but does not include the Standalone Financial Statements and our auditor''s report thereon. these Reports are expected to be made available to us after the date of this auditor''s report.

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

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

When we read the Directors report, Management Discussion and Analysis Report and Corporate Governance Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required and take appropriate action as applicable under the relevant laws and regulations.

7. Responsibilities of management and those charged with governance for the standalone financial statements

these Standalone Financial Statements have been approved by the Company''s Board of Directors. the Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. this responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation

and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

â¢ Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern as disclosed in para 4 of our report.

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

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

We communicate with those charged with governance of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings,

including any significant deficiencies in internal control that we identify during our audit.

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

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

9. Report on other legal and regulatory requirements

(1) As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, subject to the matters described in the Basis for Qualified Opinion Section of our Report, we give in the "Annexure A" a statement on the matters specified in paragraphs 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 except for the matters referred in Basis of Qualification opinion paragraph above, 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, except for the indeterminate effects of the matters referred to in Basis for Qualified opinion paragraph above, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept so far as it appears from our examination of those books.

Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows dealt with by this report are in agreement with the books of account.

(d) except for the indeterminate effects of the matters referred to in Basis for Qualified opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (India Accounting Standard) Rules, 2015 as amended.

(e) The matters described in the Basis for Qualified opinion Section, ''emphasis of Matter'' paragraph and Material Uncertainty Related to Going Concern Section above, in our opinion, may have an adverse effect on the functioning of the company.

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

(g) No managerial remuneration was paid or payable during the year, accordingly, reporting under Section 197(16) of the Act read with Schedule V is not applicable to the Company.

(h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(i) 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 on its financial position in its financial statements - Refer Note 37, 41 to 46, 51,53, 54 and 58 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 39 to the standalone financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2023 - Refer Note 40 to the standalone financial statements;

iv. (a) The Management has represented to us and

as disclosed in note no. 80 to the standalone financial statements, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented to us and as disclosed in note no. 81 to the standalone financial statements, that, to the best of it''s knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f.

1st April, 2023, reporting in respect of mandatory use of accounting software with requisite audit trail facility is not applicable.

For T R Chadha & Co LLP

Chartered Accountants

Firm Registration No. 006711N/N500028

Sd/-

Aashish Gupta (Partner)

Membership No. 097343 UDIN: 23097343BGQJQK3291

Date: 31^st August 2023 Place: Delhi

Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Indian Accounting Standards (Ind AS) financial statements of Parsvnath Developers Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under section 133 of the Act.

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

Auditorâs Responsibility

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

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

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

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

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

Opinion

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

Emphasis of Matter

We draw attention to the following matter in the notes to the Ind AS financial statements:

Note 47, which indicates that the Company has incurred cash loss during the current and previous years and there have been delays/ defaults in payment of principal and interest on borrowings, statutory liabilities, salaries to employees and other dues by the Company. The management of the Company is of the opinion that no adverse impact is anticipated on future operations of the Company.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, 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 Ind AS Financial Statements dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer Note 35 to the Ind AS financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 37 to the Ind AS financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company- Refer Note 38 to the Ind AS financial statements.

âAnnexure Aâ to the Independent Auditorâs Report

(Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ section of the Independent Auditorâs Report of even date to the members of Parsvnath Developers Limited on the Ind AS financial statements as at and for the year ended 31 March 2018)

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

b. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to information and explanations given to us, no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

ii. In our opinion and according to the information and explanations given to us, having regard to the nature of inventory, the physical verification by way of verification of title deeds, site visits by the Management and certification of extent of work completion by competent persons, are at reasonable intervals and no material discrepancies were noticed on physical verification.

iii. According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

a. The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Companyâs interest.

b. The schedule of repayment of principal and payment of interest has not been stipulated and in the absence of such schedule, we are unable to comment on the regularity of the repayments or receipts of principal amounts and interest.

c. There is no overdue amount remaining outstanding as at the balance sheet date.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

vi. The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

a. There have been significant delays in deposit of undisputed statutory dues in respect of Tax deducted at Source and delays in deposit of Provident Fund, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Value Added Tax, Goods and Service Tax (GST), Cess and other material statutory dues applicable to it to the appropriate authorities.

We are informed that the Companyâs operations during the year, did not give rise to any liability for Customs Duty and Excise Duty.

b. Undisputed amounts payable in respect of Tax Deducted at Source (TDS), Sales Tax, Goods and Service Tax (GST), Provident Fund and Employees State Insurance in arrears as at 31 March, 2018 for a period of more than six months from the date they became payable are as given below:

Nature of dues	Amount (Rs. In lakhs)	Period of default
Tax deducted at source	5,140.74	Financial Years 2015-16, 2016-17 and 2017-18
Goods and Service Tax	25.16	July - September, 2017
Work Contract Tax (WCT)	83.00	April - June, 2017
Provident Fund and Employees State Insurance	21.58	July- September, 2017
Value Added Tax (VAT)	133.83	2006-07 to 2008-09

We are informed that the Companyâs operations during the year, did not give rise to any liability for Customs Duty and Excise Duty.

c. Details of dues of Income-tax, Sales Tax and Value Added Tax which have not been deposited as on 31 March, 2018 on account of disputes are given below:

Name of statute	Nature of dues	Forum where the dispute is pending	Period to which the amount relates	Amount involved (Rs. in lacs)
Haryana Value Added Tax Act, 2003	Value Added Tax	Member Tribunal, Haryana	2006-2007 and 2008-09	173.26
UP Trade Tax	Trade Tax	Additional Commissioner (Appeal)	2000-01 to 2002-03, 2006-07 and 2007-08	568.11*
UP VAT	VAT	Additional Commissioner (Appeal)	2007-08 to 2013-14	316.97*
Mumbai VAT	VAT	Dy. Commissioner Sales Tax (Appeals)	2007-08 to 2010-11	332.81
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2008-09 to 2009-10	708.33
Income Tax Act, 1961	Tax deducted at Source	Commissioner of Income Tax (Appeals)	2007-08 to 2016-17	198.15
Entertainment Tax	Tax	JT Commissioner (Appeals)	1999-2003	4.22

Note: *Net of Rs.352.93 lacs paid under protest.

There are no dues in respect of Service Tax and GST which have not been deposited as on 31 March, 2018 on account of any disputes. We are informed that the Companyâs operations during the year, did not give rise to any Customs Duty and Excise Duty.

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders, except as below:

Particulars	Amount of default of repayment (Rs. in lacs)		Period of default
	Principal	Interest
Dues to:
Financial Institution: LIC of India	12,491.13	5162.25	1 to 1551 days
Bank: Punjab National Bank	222.05	-	1 to 34 days

The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purpose for which they were raised, other than temporary deployment pending application.

ix. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

x. The Company has not paid any managerial remuneration during the year.

xi. The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 is not applicable.

xii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiii. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the CARO 2016 is not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

xv. The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.

âAnnexure Bâ to the Independent Auditorâs Report

(Referred to in paragraph 2(f) under âReport on Other Legal and Regulatory Requirementsâ section of the Independent Auditorâs Report of even date to the members of Parsvnath Developers Limited on the Ind AS financial statements as at and for the year ended 31 March 2018) Independent Auditorâs report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

1. We have audited the internal financial controls over financial reporting of Parsvnath Developers Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

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

Auditorsâ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For S.N. Dhawan & Co LLP

Chartered Accountants

Firmâs Registration No.:000050N/N500045

Sd/-

Vinesh Jain

Partner

Membership No.: 087701

Place: New Delhi

Date: 29 May 2018

Mar 31, 2016

TO THE MEMBERS OF PARSVNATH DEVELOPERS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of PARSVNATH DEVELOPERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss and 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 prescribed under section 133 of the Act, as applicable. 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 conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by 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 prescribed under section 133 of the Act, as applicable.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "ANNEXURE A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.- Refer Note 28 to the financial statements

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. - Refer Note 30- to the financial statements

iii. There have been no delays in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company. - Refer Note 31 to the financial statements.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"/"CARO 2016") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "ANNEXURE B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

We have audited the internal financial controls over financial reporting of PARSVNATH DEVELOPERS LIMITED ("the Company") as of 31 March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2016, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

i. a. The Company has maintained proper records showing

full particulars, including quantitative details and situation of fixed assets.

iii. According to the information and explanations given to us, the Company has granted unsecured loans to companies covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

a. The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company''s interest.

c. There is no overdue amount remaining outstanding as at the balance sheet date.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, where applicable, in respect of grant of loans, making investments and providing guarantees and securities.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

vi. The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

a. There have been delays in deposit of undisputed statutory dues in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

We are informed that the Company''s operations during the year, did not give rise to any liability for Customs Duty and Excise Duty.

b. There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Value Added Tax, Cess and other material statutory dues in arrears as at 31March, 2016 for a period of more than six months from the date they became payable.

We are informed that the Company''s operations during the year, did not give rise to any liability for Customs Duty and Excise Duty.

c. Details of dues of Income-tax, Sales Tax and Value Added Tax which have not been deposited as on 31 March,

2016 on account of disputes are given below:

Name of statute	Nature of dues	Forum where the dispute is pending	Period to which the amount relates	Amount involved (Rs, in lacs) (See note below)
Bihar Value Added Tax Act, 2005	Value Added Tax	Joint Commissioner (Appeals)	2010-201 1	163.51
Haryana Value Added Tax Act, 2003	Value Added Tax	Joint Excise and Taxation Commissioner, Ranae Guraaon	2008-2009	129.72
Haryana Value Added Tax Act, 2003	Value Added Tax	Joint Excise and Taxation Commissioner (Appeals), Faridabad	201 1-2012 to 2013-2014	382.39
Income Tax Act, 1961	Income Tax	Commissioner of Income Tax (Appeals)	2005-06 to 2011-12	1,041.42

Note: Net of '' Nil paid under protest.

There are no dues in respect of Service Tax which have not been deposited as on 31 March, 2016 on account of any disputes. We are informed that the Company''s operations during the year, did not give rise to any Customs Duty and Excise Duty.

Particulars	Amount of default of repayment (Rs, in lacs)		Period of default
Particulars	Principal	Interest	Period of default
Dues to financial institutions: LIC of India	3,600.00 3,798.56	1,274.25	1 to 366 days above 366 days
Dues to Banks: Punjab National Bank	3,488.01	_-	31 days

ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purpose for which they were raised, other than temporary deployment pending application.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us as indicated in note 40 to the financial statements, the Company had paid managerial remuneration in excess of the limits and approvals prescribed under section 197 read with Schedule V to the Companies Act, 2013. The Company had filed applications for approvals in respect thereof. The Ministry of Corporate Affairs vide its letter dated 10 May, 2016 rejected the Company''s application. The details are as given below:

Managerial Position	Excess amount of remuneration paid (Rs, in lacs)	Financial year ending	Treatment of the excess remuneration in the respective year financial statements	Steps taken by the Company for securing refund
Chairman	85.00	2015	See note (i) below	The Company
	44.47	2016	See note (ii) below	has initiated
Managing	85.00	2015	See note (i) below	the process of recovery
Director and CEO	32.79	2016	See note (ii) below	the process of recovery
Whole-time	85.00	2015	See note (i) below	due from the
Director	8.30	2016	See note (ii) below	directors.

Notes:

(i) Remuneration paid was debited to the Statement of Profit and Loss during the year ended 31 March, 2015. During the current year the same has been reversed and disclosed as recoverable from directors as at 31 March, 2016. (Such amounts aggregated to Rs, 255.00 lacs)

(ii) Remuneration paid during the current year is shown as recoverable from directors as at 31 March, 2016. (Such amounts aggregated to Rs, 85.56 lacs)

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 is not applicable.

xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the CARO 2016 is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

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

For Deloitte Haskins & Sells

Chartered Accountants

(Firm''s Registration No. 015125N)

Sd/-

Alka Chadha

Partner

(Membership No. 93474)

Place: New Delhi

Date: 24 May, 2016

Mar 31, 2015

We have audited the accompanying standalone financial statements of PARSVNATH DEVELOPERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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 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 in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and 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 I 33 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 3 I 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 on its financial position in its financial statements - Refer Note 29 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer note 43 to the financial statements;

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 THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONE FINANCIAL STATEMENTS

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date)

(i) In respect of its fixed assets:

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

b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

a) Inventory comprises finished fats and projects under construction/development (work-in-progress). As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, having regard to the nature of inventory, the procedures of physical verification by way of verification of title deeds, site visits by the Management and certification of extent of work completion by competent persons, are 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has granted unsecured loans to companies covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans:

a. In the absence of stipulations, the regularity of receipts of principal amounts and interest, wherever applicable has not been commented upon.

b. There is no overdue amount in excess of Rs. 1 lakh remaining outstanding as at the year-end.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that land/development rights purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In our opinion and according to the information and explanations given to us, except for some delays in repayments during the year, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

a) The Company has been regular in depositing undisputed statutory dues in respect of Wealth tax. There have been delays in deposit of statutory dues in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Service Tax and Value Added Tax with the appropriate authorities.

We are informed that the Company's operations during the year, did not give rise to any liability for Customs Duty and Excise Duty.

b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service tax, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March, 2015 for a period of more than six months from the date they became payable.

We are informed that the Company's operations during the year, did not give rise to any liability for Customs Duty and Excise Duty.

c) Details of dues of Income-tax and Sales Tax which have not been deposited as on 31 March, 2015 on account of disputes are given below:

Name Nature Forum where Period to Amount of of the dispute is which the demanded statute dues pending amount relates (Rs. in lacs)

UP Trade Additional 2006-2007 294.76 Trade Tax Commissioner Tax Act, (Appeals), 1948 Moradabad

Income Income Commissioner Financial year 1,007.26 Tax Act, Tax of Income Tax 2004-05 to 1961 (Appeals) 2011-12

There are no dues of Wealth Tax, Service Tax, Value Added Tax and Cess which have not been deposited as on 31 March, 2015 on account of disputes. We are informed that the Company's operations during the year, did not give rise to any liability for Customs Duty and Excise Duty.

d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under within time.

(viii) The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit. However, the Company had not incurred cash losses in the immediately preceding financial year.

(ix) Based on the examination of the books of account and related records and according to the information and explanations given to us, 89 instances of delays were noted in repayment of dues to the banks ranging from 2 days to 90 days with amounts varying from Rs. 0.41lacs to Rs. 600.00 lacs and 63 instances of delays were noted ranging from 5 days to 365 days with amounts varying from Rs. 3.60 lacs to Rs. 300.00 lacs in repayment of dues to financial institutions and 2 instances of delays were noted ranging from 19 days to 27 days for amounts varying from Rs. 42.85 lacs to Rs. 814.28 lacs in repayment of dues to debenture holders. There are 34 instances of overdue relating to earlier years for repayment to financial institution with amount varying from Rs. 10.53 lacs to Rs. 200.00 lacs.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm's Registration No. 015125N)

Sd/-

Alka Chadha

Place: New Delhi Partner

Date: 25 May, 2015 (Membership No. 93474)

Mar 31, 2014

We have audited the accompanying financial statements of PARSVNATH DEVELOPERS LIMITED("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the 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 notifed under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Afairs) 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.

Auditors'' 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 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 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 efectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufcient 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 afairs of the Company as at 31st March, 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.

Emphasis of Matter

Attention is invited to Note 42 of the financial statements, which describes the reasons for delays in payment of principal and interest on borrowings and discharge of its statutory liabilities by the Company. The management of the Company is of the opinion that no adverse impact is anticipated on future operations of the Company.

Our opinion is not qualified in respect of this matter.

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 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 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 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 Balance Sheet, the Statement of profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notifed under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Afairs).

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

Annexure to the independent auditors'' Report (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s business/ activities/results during the year, clauses (x) and (xiii) of paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

a. The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except in respect of shuttering and scafolding wherein, as informed to us, it is not practicable to record quantitative details in the fixed assets register.

b. According to the information and explanations given to us, the Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets over a period of two years, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management has, other than shuttering and scafolding, carried out a physical verifcation of fixed assets during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verifcation. In respect of shuttering and scafolding, the discrepancies, if any, cannot be determined.

c. The fixed assets disposed of during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not afected the going concern status of the Company.

(iii) In respect of its inventories:

a. Inventory comprises fnished fats and projects under construction / development (work-in-progress). As explained to us, the inventories were physically verifed during the year by the management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, having regard to the nature of inventory, the procedures of physical verifcation by way of verifcation of title deeds, site visits by the management and certification of work completion by competent persons, are 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verifcation.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has granted unsecured loans aggregating to Rs. 2,456.33 lacs to seven Companies during the year. At the year-end, the outstanding balances of such loans granted aggregated Rs. 9,685.50 lacs (eight companies) and the maximum amount involved during the year was Rs. 14,785.60 lacs (nine Companies).

b. The rate of interest and other terms of conditions of loan granted to a subsidiary company are, in our opinion, prima facie not prejudicial to the interest of the Company. The loans granted to seven companies aggregating to Rs. 6,691.43 lacs are non-interest bearing. In our opinion and according to the information and explanations given to us, other than for loans being interest free, terms and conditions of such loans given by the Company are prima facie, not prejudicial to the interest of the Company.

c. The aforesaid loans given by the Company are repayable on demand. As explained to us, repayment of principal amount was as demanded during the year and thus there is no overdue amount.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has taken loans aggregating to Rs. 2,668.92 lacs from a director and a Company covered in the register maintained under section 301 of the Companies Act, 1956. At the year-end, the outstanding balance of such loans aggregated Rs. 42.72 lacs and the maximum amount involved during the year was Rs. 2,167.28 lacs.

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

c. The payments of principal amounts and interest in respect of such loans are as per stipulations.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that land/development rights purchased are of special nature and alternative sources are not available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess ofRs. 5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company LawTribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

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

(x) According to the information and explanations given to us, in respect of statutory dues:

a. The Company is regular in depositing undisputed statutory dues pertaining to Wealth Tax and Investor Education and Protection Fund. There have been delays in deposit of statutory dues in respect of Provident Fund, Employees'' State Insurance, Income Tax, Tax Deducted at Source, Sales Tax and Service Tax with the appropriate authorities during the year. We are informed that the Company''s operations, during the year, did not give rise to any liability for Excise Duty and Customs Duty. There are no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Excise Duty. However, undisputed amount in respect of Income Tax of Rs. 10,574.00 lacs for the year ended 31 March, 2012, Rs. 6,131.00 lacs for the year ended 31 March, 2013 and Advance Income Tax ofRs. 709.92 lacs for the year ended 31 March, 2014, have remained outstanding as on 31 March, 2014 for more than six months from the date they became payable.

b. Details of dues of Income Tax and Sales Tax which have not been deposited as on 31 March, 2014 on account of disputes are given below:

Name of Nature Amount Period to Forum where statute of dues demanded which the the dispute is (Rs.in lacs) amount pending relates

UP Trade Trade Tax 1,771.40 2006-2007 Additional Tax Act, Commissioner 1948 (Appeals), Moradabad

Income Income 867.88 Financial year Commissioner Tax Act, Tax 2004-05 to of Income Tax 1961 2011-12 (Appeals)

We are informed that there are no dues in respect of Wealth Tax, Service Tax, Excise Duty, Custom Duty and Cess which have not been deposited on account of any dispute.

(xi) Based on the examination of the books of account and related records and according to the information and explanations given to us, 94 instances of delays were noted in repayment of dues to the banks ranging from 1 day to 109 days with amounts varying from Rs. 1.22 lacs to Rs. 1,250.00 lacs and 72 instances of delays were noted ranging from 1 day to 365 days with amounts varying from Rs. 5.47 lacs to Rs. 500.00 lacs in repayment of dues to financial institutions and 21 instances of delays were noted ranging from 1 day to 207 days for amounts varying from Rs. 20.37 lacs to Rs. 3,125.00 lacs in repayment of dues to debenture holders.

(xii) According to the information and explanations given to us and based on documents and records examined by 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 and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xiv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by its subsidiary companies from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xvi) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long term investment.

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

(xviii) According to the information and explanations given to us, during the year covered by our audit report, the Company has issued 6,000 debentures ofRs. 1.00 lakh each. The Company has created security in respect of debentures issued.

(xix) The Company has not raised any money by public issues during the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)

Sd/-

ALKA CHADHA

New Delhi Partner

28 May, 2014 (Membership No. 93474)

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of PARSVNATH DEVELOPERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profi t and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") 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 fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility Our responsibility is to express an opinion on these fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial 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;

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

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

Emphasis of Matter

Attention is invited to note 44 of the fi nancial statements which describes the reasons for delays in payment of principal and interest on borrowings and discharge of its statutory liabilities by the Company. The management of the Company is of the opinion that no adverse impact is anticipated on future operations of the Company.

Our opinion is not qualifi ed in respect of this matter.

Report on Other Legal and Regulator y Requirements 1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specifi ed 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 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 Profi t 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 Balance Sheet, the Statement of Profi t and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31st

March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act

(i) Having regard to the nature of the Company''s business/ activities/results during the year, clauses (x) and (xiii) of paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fi xed assets:

a. The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fi xed assets, except in respect of shuttering and scaffolding wherein, as informed to us, it is not practicable to record quantitative details in the fi xed assets register.

b. According to the information and explanations given to us, the Company has a programme of physically verifying its fi xed assets in a phased manner designed to cover all assets over a period of two years, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management has, other than shuttering and scaffolding, carried out a physical verifi cation of fi xed assets during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verifi cation. In respect of shuttering and scaffolding, the discrepancies, if any, cannot be determined.

c. The fi xed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fi xed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventories:

a. Inventory comprises fi nished fl ats and projects under construction/development (work-in-progress). As explained to us, the inventories were physically verifi ed during the year by the management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, having regard to the nature of inventory, the procedures of physical verifi cation by way of verifi cation of title deeds, site visits by the management and certifi cation of work completion by competent persons, are 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verifi cation.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, fi rms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has granted unsecured loans aggregating to Rs. 593.85 lacs to four Companies (its subsidiaries) during the year. At the year-end, the outstanding balances of such loans granted aggregated Rs. 12,237.39 lacs (four companies) and the maximum amount involved during the year was Rs. 12,242.13 lacs (fi ve Companies).

b. The rate of interest and other terms of conditions of loan granted to a subsidiary company are, in our opinion, prima facie not prejudicial to the interest of the Company. The loans granted to three companies aggregating to Rs. 9,638.92 lacs are non-interest bearing. In our opinion and according to the information and explanations given to us, other than for loans being interest free, terms and conditions of such loans given by the Company are prima facie, not prejudicial to the interest of the Company.

c. The aforesaid loans given by the Company are repayable on demand. As explained to us, repayment of principal amount was as demanded during the year and thus there is no overdue amount.

In respect of loans, secured or unsecured, taken by the Company from companies, fi rms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has taken loans aggregating to Rs. 6,046.14 lacs from a director and a Company covered in the register maintained under section 301 of the Companies Act, 1956. At the year-end, the outstanding balance of such loans aggregated Rs. 199.63 lacs and the maximum amount involved during the year was Rs. 4,187.81 lacs.

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

c. The payments of principal amounts and interest in respect of such loans are as per stipulations.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that land/development rights purchased are of special nature and alternative sources are not available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fi xed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost

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

(x) According to the information and explanations given to us, in respect of statutory dues:

The Company is regular in depositing undisputed statutory dues pertaining to Customs Duty and Wealth Tax. There have been delays in deposit of statutory dues in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax and Cess with the appropriate authorities during the year. We are informed that the Company''s operations, during the year, did not give rise to any liability for Excise Duty and Investor Education and Protection Fund. There are no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Excise Duty. However, undisputed amount in respect of Income Tax of Rs. 11,535.91 lacs for the year ended 31 March, 2012 and Advance Income Tax of Rs. 2,271.98 lacs for the year ended 31 March, 2013, have remained outstanding as on 31 March, 2013 for more than six months from the date they became payable.

We are informed that there are no dues in respect of Wealth Tax, Service Tax, Excise Duty, Custom Duty and Cess which have not been deposited on account of any dispute.

(xi) Based on the examination of the books of account and related records and according to the information and explanations given to us, 86 instances of delays were noted in repayment of dues to the banks ranging from 1 day to 90 days with amounts varying from Rs. 4.73 lacs to Rs. 282.00 lacs and 69 instances of delays were noted ranging from 1 day to 181 days with amounts varying from Rs. 7.21 lacs to Rs. 500.00 lacs in repayment of dues to fi nancial institutions and 35 instances of delays were noted ranging from 1 day to 180 days for amounts varying from Rs. 41.12 lacs to Rs. 2,500.00 lacs in repayment of dues to debenture holders.

(xii) According to the information and explanations given to us and based on documents and records examined by 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 and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xiv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by its subsidiary companies from banks and fi nancial institutions are not, prima facie, prejudicial to the interests of the Company.

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xvi) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long term investment.

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

(xviii) According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued any debentures.

(xix) The Company has not raised any money by public issues during the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS Chartered Accountants

(Firm Registration No. 015125N)

Sd/-

JITENDRA AGARWAL

New Delhi Partner

28 May, 2013 (Membership No. 87104)

Mar 31, 2012

1. We have audited the attached Balance Sheet of Parsvnath Developers Limited ("the Company") as at 31 March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the 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 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

a. 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;

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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2012;

ii. in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

5. On the basis of written representations received from directors, as on 31 March, 2012 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2012 from being appointed as a director in terms of section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company's business/ activities/result clauses (x) and (xiii) of CARO are not applicable

(ii) In respect of its fixed assets:

a. The Company has generally maintained proper records showing full particulars, including quantitative details and situation of the fixed assets, except in respect of shuttering and scaffolding wherein, as informed to us, it is not practicable to record quantitative details in the fixed assets register.

b. According to the information and explanations given to us, the Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets over a period of two years, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management has, other than shuttering and scaffolding, carried out a physical verification of fixed assets during the year and no material discrepancies were noticed on such verification. In respect of Shuttering and Scaffolding, the discrepancies, if any, cannot be determined.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

a. Inventory comprises finished flats and projects under construction/development (work-in-progress). As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has granted unsecured loans aggregating Rs.4,976.82 lacs to five Companies (its subsidiaries) during the year. At the year-end, the outstanding balances of such loans (to four companies) aggregated Rs.9,050.11 lacs and the maximum amount involved during the year was Rs.11,238.85 lacs (five Companies).

b. The above-mentioned loans are non-interest bearing. In our opinion and according to the information and explanations given to us, other terms and conditions

of such loans given by the Company are prima facie, not prejudicial to the interest of the Company.

c. The aforesaid loans given by the Company are repayable on demand. As explained to us, repayment of principal amount was as demanded during the year and thus there is no overdue amount.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has taken loans aggregating Rs.4501.73 lacs from a director and a Company covered in the register maintained under section 301 of the Companies Act, 1956. At the year-end, the outstanding balance of such loans aggregated Rs.255.18 lacs and the maximum amount involved during the year was Rs.3,998.14 lacs.

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

c. Since the aforesaid loans taken by the Company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that land/development rights purchased are of special nature and alternative sources are not available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess of Rs.5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 with regard to deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

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

(x) According to the information and explanations given to us and the records of the Company examined by us:

a. The Company is regular in depositing its undisputed statutory dues pertaining to Customs Duty and Wealth Tax. There have been delays in deposit of statutory dues in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax and Cess with the appropriate authorities during the year. Other than for undisputed amount of Income Tax of Rs.1,686.07 lacs for the year ended 31 March, 2011 and Advance Income Tax of Rs.834.90 lacs for the year ended 31 March, 2012, there are no undisputed amount payable in respect of statutory dues which have remained outstanding as on 31 March, 2012 for more than six months from the date they became payable. The undisputed dues of Income Tax for the year ended 31 March, 2011 have been deposited subsequent to year-end. We are informed that the Company's operations, during the year, did not give rise to any liability for Excise Duty and Investor Education and Protection Fund.

b. The dues of Sales Tax which have not been deposited by the Company on account of various disputes are as follows:

Name of Nature Amount Period Forum where statute of dues demanded to which the dispute is (Rs. in lacs) the pending amount relates

UP Trade 37.52 2003- Additional Trade Tax 2004 Commissioner Tax Act, (Appeals), 1948 Moradabad

UP Trade 2,014.50 2006- Additional Trade Tax 2007 Commissioner Tax Act, (Appeals), 1948 Moradabad

We are informed that there are no dues in respect of Income Tax, Wealth Tax, Service Tax, Excise Duty and Custom Duty which have not been deposited on account of any dispute.

(xi) Based on the examination of the books of account and related records and according to the information and explanations given to us, 47 instances of delays were noted in repayment of dues to the banks ranging from 1 day to 120 days with amounts varying from Rs.35.85 lacs to Rs.313.00 lacs and 23 instances of delays were noted ranging from 3 days to 365 days with amounts varying from Rs.430.00 lacs to Rs.1,250.00 lacs in repayment of dues to financial institutions and 6 instances of delays were noted ranging from 6 to 146 days for amount of Rs.250.00 lacs in repayment of dues to debenture holders.

(xii) According to the information and explanations given to us and based on documents and records examined by 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 and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xiv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by its subsidiary companies are not prima facie prejudicial to the interests of the Company.

(xv) Based on the examination of the books of account and related records and according to the information and explanations given to us, the term loans have been applied for purpose for which they were obtained, other than temporary deployment pending application.

(xvi) According to the information and explanations provided to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie, not been used during the year for long term investment.

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

(xviii) According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued any debentures.

(xix) The Company has not raised any money by public issues during the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants (Registration No. 015125N)

Sd/-

JITENDRA AGARWAL

Partner New Delhi, 30 May, 2012 (Membership No. 87104)

Mar 31, 2011

1. We have audited the attached Balance Sheet of Parsvnath Developers Limited ("the Company") as at 31 March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the 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 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

a. 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;

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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2011;

ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

5. On the basis of written representations received from directors, as on 31 March, 2011 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

Annexure To The Auditors' Report (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company's business/ activities/result clauses (x) and (xiii) of CARO are not applicable.

(ii) In respect of its fixed assets:

a. The Company has generally maintained proper records showing full particulars, including quantitative details and situation of the fixed assets, except in respect of shuttering and scaffolding wherein, as informed to us, it is not practicable to record quantitative details in the fixed assets register.

b. According to the information and explanations given to us, the Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets over a period of two years, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management has, other than shuttering and scaffolding, carried out a physical verification of fixed assets during the year and no material discrepancies were noticed on such verification. In respect of Shuttering and Scaffolding, the discrepancies, if any, can not be determined.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

a. Inventory comprises finished flats and projects under construction / development (work-in-progress). As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has granted unsecured loans aggregating Rs.915.98 lacs to two Companies (its subsidiaries) during the year. At the year-end, the outstanding balances of such loans (to four companies) aggregated Rs.5,752.64 lacs and the maximum amount involved during the year was Rs.10,242.90 lacs (Nine Companies).

b. The above-mentioned loans are non-interest bearing. In our opinion and according to the information and explanations given to us, other terms and conditions of such loans given by the Company are prima facie, not prejudicial to the interest of the Company.

c. The aforesaid loans given by the Company are repayable on demand and there is no repayment schedule. Therefore, the question of repayment being regular does not arise.

d. Since the loans are repayable on demand, the question of overdue amount does not arise.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has taken loans aggregating Rs.16,296.68 lacs from a director, a relative of the director and a Company covered in the register maintained under Section 301 of the Companies Act, 1956. At the year- end, the outstanding balance of such loans taken aggregated Rs.876.96 lacs and the maximum amount involved during the year was Rs.10,027.19 lacs.

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

c. Since the aforesaid loans taken by the Company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that it is not feasible to obtain comparable alternative quotations for purchase of land for sale or development, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess of Rs.5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 with regard to deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

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

(x) According to the information and explanations given to us and the records of the Company examined by us:

a. The Company is regular in depositing its undisputed statutory dues pertaining to Wealth Tax. There have been delays in deposit of statutory dues in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Cess with the appropriate authorities during the year. There are no undisputed amounts payable in respect of these statutory dues other than installments of advance Income Tax of Rs.1031.19 lacs, which remained outstanding as at 31 March 2011 for a period of more than six months from the date it became payable. We are informed that the Company's operations, during the year, did not give rise to any liability for Excise Duty, Custom Duty and Investor Education and Protection Fund and no Service Tax is required to be deposited due to input credit availed by the Company.

b. The dues of Sales Tax which have not been deposited by the Company on account of various disputes are as follows:

Name of Statute Nature of Amount Period to which the amount Forum where the dispute is pending Dues Demanded relates (Rs. in lacs)

UP Trade Tax Act, 1948 Trade Tax 37.52 2003-2004 Additional Commissioner (Appeals), Moradabad

UP Trade Tax Act, 1948 Trade Tax 1,267.22 2004-2005 Additional Commissioner (Appeals), Moradabad

UP Trade Tax Act, 1948 Trade Tax 2,014.50 2006-2007 Additional Commissioner (Appeals), Moradabad

UP Trade Tax Act, 1948 Trade Tax 1,836.30 2007-2008 Additional Commissioner (Appeals), Moradabad

Uttar Pradesh Value Value added 537.60 2007-2008 Additional Commissioner (Appeals), Added Tax Act, 2008 Tax Moradabad

Central Sales Tax Central 0.80 2007-2008 Additional Commissioner (Appeals), Act, 1956 SalesTax Moradabad

We are informed that there are no dues in respect of Income Tax, Wealth Tax, Service Tax, Excise Duty and Custom Duty which have not been deposited on account of any dispute.

(xi) Based on the examination of the books of account and related records and according to the information and explanations given to us, 93 instances of delays were noted in repayment of dues to the banks ranging from 1 day to 151 days with amounts varying from Rs.24.26 lacs to Rs.1,250.00 lacs and 37 instances of delays were noted ranging from 7 day to 214 days with amounts varying from Rs.100.00 lacs to Rs.1,250.00 lacs in repayment of dues to financial institutions. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to debenture holders.

(xii) According to the information and explanations given to us and based on documents and records examined by 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 and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xiv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by its subsidiary companies are not prima facie prejudicial to the interests of the Company.

(xv) Based on the examination of the books of account and related records and according to the information and explanations given to us, the term loans have been applied for purpose for which they were obtained, other than temporary deployment pending application.

(xvi) According to the information and explanations provided to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie, not been used during the year for long term investment.

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

(xviii) The Company has created securities in respect of secured non-convertible debentures issued.

(xix) We have verified the end use of the money raised through 'Qualified Institutional Placement' (QIP) as disclosed in Note 8b of Schedule 'T' forming part of the financial statements.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 015125N)

Sd/-

New Delhi JITENDRA AGARWAL

30 May, 2011 Partner

(Membership No. 87104)

Mar 31, 2010

1. We have audited the attached Balance Sheet of Parsvnath Developers Limited ("the Company") as at 31 March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

a. 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;

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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2010;

ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

5. On the basis of written representations received from directors, as on 31 March, 2010 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2010 from being appointed as a director in terms of section 274(1)(g) of the Companies Act, 1956. ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date) (i) Having regard to the nature of the Companys business/ activities/result clauses (x) and (xiii) of CARO are not applicable

(ii) In respect of its fixed assets:

a. The Company has generally maintained proper records showing full particulars, including quantitative details and situation of the fixed assets, except in respect of shuttering and scaffolding wherein, as informed to us, it is not practicable to record quantitative details in the fixed assets register.

b. According to the information and explanations given to us, the Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets over a period of two years, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management has, other than shuttering and scaffolding, carried out a physical verification of fixed assets during the year and no material discrepancies were noticed on such verification. In respect of Shuttering and Scaffolding, the discrepancies, if any, can not be determined.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

a. Inventory comprises finished flats and work-in-progress. Inventory of finished flats have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanation given to us, keeping in view the nature of the operations of the company, inventory of work-in-progress can not be physically verified.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory of finished flats followed by the Management are 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 has maintained proper records of its inventory of finished flats and no material discrepancies were noticed on physical verification of inventory as compared to the book records.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has granted unsecured loans aggregating Rs. 431.55 lacs to five Companies (its wholly owned

subsidiaries) during the year. At the year-end, the outstanding balances of such loans (to seven companies) aggregated Rs. 7,990.66 lacs and the maximum amount involved during the year was Rs. 15,771.41 lacs (Nine Companies).

b. The above-mentioned loans are non-interest bearing. In our opinion and according to the information and explanations given to us, other terms and conditions of such loans given by the Company are prima facie, not prejudicial to the interest of the Company.

c. The aforesaid loans given by the Company are repayable on demand and there is no repayment schedule. Therefore, the question of repayment being regular does not arise.

d. Since the loans are repayable on demand, the question of overdue amount does not arise.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has taken loans aggregating Rs. 3,352.47 lacs from a director, a relative of the director and a Company covered in the register maintained under section 301 of the Companies Act, 1956. At the year-end, the outstanding balance of such loans taken aggregated Rs. 2,532.19 lacs and the maximum amount involved during the year was Rs. 3,270.47 lacs.

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

c. Since the aforesaid loans taken by the Company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that it is not feasible to obtain comparable alternative quotations for purchase of land for sale or development, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) According to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

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

(x) According to the information and explanations given to us and the records of the Company examined by us:

a. The Company is regular in depositing its undisputed statutory dues pertaining to Wealth Tax. There have been delays in deposit of statutory dues in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax and Cess with the appropriate authorities during the year. There are no undisputed amounts payable in respect of these statutory dues other than installments of advance Income Tax of Rs. 1171.53 lacs, which remained outstanding as at 31 March 2010 for a period of more than six months from the date it became payable. We are informed that the Companys operations, during the year, did not give rise to any liability for Excise Duty, Custom Duty and Investor Education and Protection Fund and no Service Tax is required to be deposited due to input credit availed by the Company.

b. The dues of Income Tax and Trade Tax which have not been deposited by the Company on account of various disputes are as follows:

Name of Nature Amount Statute of Dues Demanded (Rs. In lacs)

Income Tax Disallownce 115.34 Act, 1961 of expenses

UP Trade Trade Tax 29.79 Tax Act, 1948

UP Trade Trade Tax 672.12 Tax Act, 1948

Name of Period to Forum where the Statute which the dispute is pending

amount relates

Income Tax 2006-2007 CIT (Appeals) Act, 1961

Up Trade 2005-2006 Appellate Tribunal, Tax Act, 1948 Moradabad

Up Trade 2003-2004 Appellate Tribunal, Tax Act, 1948 Moradabad

We are informed that there are no dues in respect of Wealth Tax, Service Tax, Excise Duty and Custom Duty which have not been deposited on account of any dispute.

(xi) Based on the examination of the books of account and related records and according to the information and

explanations given to us, 118 instances of delays were noted in repayment of dues to the banks ranging from 4 days to 89 days with amounts varying from Rs. 1.51 lacs to Rs. 1,667.00 lacs and 97 instances of delays were noted ranging from 1 day to 178 days with amounts varying from Rs. 50.00 lacs to Rs. 1,250.00 lacs in repayment of dues to financial institutions.

(xii) According to the information and explanations given to us and based on documents and records examined by 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 and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xv) Based on the examination of the books of account and related records and according to the information and explanations given to us, the term loans have been applied for purpose for which they were obtained, other than temporary deployment pending application.

(xvi) According to the information and explanations provided to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie, not been used during the year for long term investment.

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

(xviii) The Company has created securities in respect of secured non-convertible debentures issued.

(xix) We have verified the end use of the money raised through ÃQualified Institutional Placement (QIP) as disclosed in Note 8b of Schedule ÃS forming part of the financial statements.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS Chartered Accountants (Registration No. 015125N)

Sd/- New Delhi JITENDRA AGARWAL

29 April, 2010 Partner

(Membership No. 87104)

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