Auditor Report of Rander Corporation Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of RANDER CORPORATION LIMITED("the Company"), which compromise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year / period 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated 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 Holding Company has an adequate internal financial controls system over financial reporting in 2 place 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 Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their report referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditors Report) order, 2015 issued by the Ministry of Corporate affairs Government of India in terms of sub section (11) of section 143 of the Act ("the Order") and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanations given to us. We give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2 As required by Section143(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 purpose of our audit.

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st 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 32(b)(c)(d) and (e) to the financial statements;

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in Paragraph 1 under 'Report on the other Legal and Regulatory Requirements' of our Report of even date)

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

b) The Company has regular program of physical verification of its fixed assets by which all the assets are verified in a phased manner, over a period of 3 years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. We are informed that no material discrepancies were noticed in respect of the assets physically verified during the year.

2. a) The inventory have been physically verified by the management during the year.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material

3. According to the information and explanations given to us the Company during the year has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of paragraph 3(iii) of the order is not applicable.

4. In our opinion and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control systems.

5. The Company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 and rules framed there under.

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

7. a) According to the records of the Company and as per the information and explanations given to us the Company has been generally

regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, employees state insurance, income tax, sales tax, value added tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules there under has been transferred to such fund within time.

8. The company has no accumulated losses at the end of the financial year and has not incurred any cash losses in the current year and in the immediately preceding financial year.

9. According to the information and explanations given to us, the company has not defaulted in repayment of dues to Banks.

10. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

11. The company has not obtained any term loans during the year.

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

For Ishwarlal & co. Chartered Accountants Firms Registration No: 103767W

Place : Mumba Date : 29th May 2015

Ishwarlal Chaplot Proprietor Membership No: 031179

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Mar 31, 2014

1. We have audited the attached balance sheet of Rander Corporation Limited (''the Company'') as at 31 March 2014, statement of profit and loss and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

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

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

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

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

iii. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;

iv. in our opinion, the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Act;

v. on the basis of written representations received from the directors of the Company as at 31 March 2014 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 March 2014 from being appointed as Director of the Company under clause (g) of sub-section (1) of section274 of the Act;

vi. in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, 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 31 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 for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

b. A major portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion no substantial part of the fixed assets has been disposed off during the year and none of fixed assets has been revalued during the year.

2 a. The inventory includes land, completed buildings, construction work-in-progress, construction and development material.

Physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations givens to us, the procedures followed by the management for such physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3 During the year the Company has taken unsecured loans amounting to Rs 41 lacs. from related parties.

4 In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not come across any major weakness in the internal controls with regard to purchase of building materials, fixed assets and with regard to the sale of flats.

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

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

6 The Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 and rules framed there under as also the directives issued by the Reserve Bank of India, does not arise. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

8 The maintenance of cost records have not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for the financial year ended review.

9 According to information and explanation given to us, and on the basis of books and records examined by us there were no disputed amount payable in respect of Investor Education and Children Protection Fund, income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2014 and Provident Fund Act and State Insurance Act are not applicable to the Company except for dividend distribution tax for Rs. 14,00,743/-.

10 In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

11. In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture holders during the year.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

13 In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14 In our opinion, in respect of investment activity, the Company has;

(a) Maintained proper records of its transactions,

(b) Made timely entries therein,

(c) Held the investments in its own name

15 In our opinion, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained. The Company has taken only overdraft facility from bank against fixed deposits.

17 In our opinion, no funds raised on short-term basis have been used for long-term investment. No Long Term funds have been used to finance short term assets.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

19 In our opinion, the Company has not issued any debentures and there were no debentures outstanding during the year.

20 No fraud on or by the Company has been noticed or reported during the year.

For Ishwarlal & co.

Chartered Accountants Firms Registration No: 103767W

Ishwarlal Chaplot

Mumbai Proprietor

29th May 2014 Membership No: 031179

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Mar 31, 2013

Reports on Financial Statements

1. We have audited the accompanying financial statements of Rander Corporation Limited (''the Company'') as at 31 March 2013, statement of profit and loss and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO THE AUDITOR''S REPORT

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

a. A major portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

b. In our opinion no substantial part of the fixed assets has been disposed off during the year and none of fixed assets has been revalued during the year.

2. The inventory includes land, completed buildings, construction work-in-progress, construction and development material.

a. Physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations givens to us, the procedures followed by the management for such physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. During the year, the Company has neither granted nor taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of paragraph 4(iii) (b), (c) and (d) are not applicable.

4. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not come across any major weakness in the internal controls with regard to purchase of building materials, fixed assets and with regard to the sale of flats.

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

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

6. The Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 and rules framed there under as also the directives issued by the Reserve Bank of India, does not arise. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

8. The maintenance of cost records have not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for the financial year ended review.

9. According to information and explanation given to us, and on the basis of books and records examined by us there were no disputed amount payable in respect of Investor Education and Children Protection Fund, income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2013 and Provident Fund Act and State Insurance Act are not applicable to the Company.

10. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

11. In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

13. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14. In our opinion, in respect of investment activity, the Company has;

a. Maintained proper records of its transactions,

b. Made timely entries therein,

c. Held the investments in its own name

15. In our opinion, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained. The Company has taken only overdraft facility from bank against fixed deposits.

17. In our opinion, no funds raised on short-term basis have been used for long-term investment. No Long Term funds have been used to finance short term assets.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

19. In our opinion, the Company has not issued any debentures and there were no debentures outstanding during the year.

20. No fraud on or by the Company has been noticed or reported during the year.

For Ishwarlal & Co.

Chartered Accountants

Firms Registration No: 103767W

Mumbai: Ishwarlal Chaplot

27th May 2013 Proprietor

Membership No: 031179

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Mar 31, 2012

1. We have audited the attached balance sheet of Rander Corporation Limited ('the Company') as at 31 March 2012, statement of profit and loss and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility ofthe Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

(iv) in our opinion, the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Act;

(v) on the basis of written representations received from the directors of the Company as at 31 March 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 March 2012 from being appointed as Director of the Company under clause (g) of sub-section (1) of section274 of the Act;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, 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 31 March 2012;

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 for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

b. A major portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion no substantial part of the fixed assets has been disposed off during the year and none of fixed assets has been revalued during the year.

2 a. The inventory includes land, completed buildings, construction work-in-progress, construction and development material.

Physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations givens to us, the procedures followed by the management for such physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3 During the year, the Company has neither granted nor taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of paragraph 4(iii) (b), (c) and (d) are not applicable.

4 In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not come across any major weakness in the internal controls with regard to purchase of building materials, fixed assets and with regard to the sale of flats.

5 a. According to the information and the explanations given to us, we are of the opinion that the transactions that need to be entered

into the register maintained under section 301 have been so entered.

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

6 The Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 and rules framed there under as also the directives issued by the Reserve Bank of India, does not arise. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

8 The maintenance of cost records have not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for the financial year ended review.

9 According to information and explanation given to us, and on the basis of books and records examined by us there were no disputed amount payable in respect of Investor Education and Children Protection Fund, income tax, wealth tax, sales tax , custom duty and excise duty were outstanding as at 31st March, 2012 and Provident Fund Act and State Insurance Act are not applicable to the Company. Except for dividend distribution tax for PY 2010-11 of Rs. 992,560/-.

10 In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

11. In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture holders during the year.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

13 In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14 In our opinion, in respect of investment activity, the Company has;

(a) Maintained proper records of its transactions,

(b) Made timely entries therein,

(c) Held the investments in its own name

15 In our opinion, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained. The Company has taken only overdraft facility from bank against fixed deposits.

17 In our opinion, no funds raised on short-term basis have been used for long-term investment. No Long Term funds have been used to finance short term assets.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

19 In our opinion, the Company has not issued any debentures and there were no debentures outstanding during the year.

20 No fraud on or by the Company has been noticed or reported during the year.

For Ishwarlal & co.

Chartered Accountants

Firms Registration No: 103767W

Ishwarlal Chaplot

Mumbai : Proprietor

29th May 2012 Membership No: 031179

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Mar 31, 2011

1. We have audited the attached Balance Sheet of RANDER CORPORATION LIMITED as at 31 March, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto which we have signed under reference to this report. 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in 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 that:

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

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

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

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

(v) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, no Director is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and schedules 1 to 17 attached thereto, give the information required by the Companies Act, 1956 in manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of;

(a) The Balance Sheet, of the State of Affairs of the Company as at 31 March, 2011;

(b) The Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

b. A major portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion no substantial part of the fixed assets has been disposed off during the year and none of fixed assets has been revalued during the year.

2 a. The inventory includes land, completed buildings, construction work-in-progress, construction and development material. Physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations givens to us, the procedures followed by the management for such physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3 During the year, the Company has neither granted nor taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of paragraph 4(iii) (b), (c) and (d) are not applicable.

4 In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not come across any major weakness in the internal controls with regard to purchase of building materials, fixed assets and with regard to the sale of flats.

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

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

6 The Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 and rules framed there under as also the directives issued by the Reserve Bank of India, does not arise. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

8 The maintenance of cost records have not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for the financial year ended review.

9 According to information and explanation given to us, and on the basis of books and records examined by us there were no disputed amount payable in respect of Investor Education and Children Protection Fund, income tax, wealth tax, sales tax , custom duty and excise duty were outstanding as at 31st March, 2011 and Provident Fund Act and State Insurance Act are not applicable to the Company.

10 In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

11. In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture holders during the year.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

13 In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14 In our opinion, in respect of investment activity, the Company has;

(a) Maintained proper records of its transactions,

(b) Made timely entries therein,

(c) Held the investments in its own name

15 In our opinion, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained. The Company has taken only overdraft facility from bank against fixed deposits.

17 In our opinion, no funds raised on short-term basis have been used for long-term investment. No Long Term funds have been used to finance short term assets.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

19 In our opinion, the Company has not issued any debentures and there were no debentures outstanding during the year.

20 No fraud on or by the Company has been noticed or reported during the year.

For and on behalf of Ishwarlal & Co., Chartered Accountants

I. L. Chaplot Proprietor, Membership No. 31179 Mumbai, 30 May, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of RANDER CORPORATION LIMITED as at 31 March, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto which we have signed under reference to this report. 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, onatest basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Furtherto our comments in the Annexure referred to in Paragraph 3 above, wereportthat:

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

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

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

(iv) In our opinion , the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt withbytbisreportcomplywiththe accounting standards referred to in sub-section ( 3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on 31 st March, 2010 and taken on record by the Board of Directors, no Director is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (l) o f section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and schedules 1 to 17 attached thereto, give the information required by the Companies Act, 1956 in manner so required and also give a true and fair view in conformity with the accounting principles generally accepted inIndia,inthecaseof;

(a) The Balance Sheet, ofthe State of Affairs ofthe Company as at 31 March, 2010;

(b) The Profit and Loss Account, of the Profitof the Company for the year ended on that date; and

(c) The Cash Flow Statement, of the cash flows for they earended on that date.

ANNEXURE TO THE AUDITORS REPORT

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements ofthe Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, wereport that:

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

b. Amajor portion of the fixed assets has been physically verified by the management during the year. In ouropinion, the frequency of verification ofthe fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c. Inour opinion no substantial part of the fixed assets has been disposed off during the year and none of fixed assets has been revalued duringtheyear.

2 a. The inventory includes land, completed buildings, construction work-in-progress, construction and development material.

Physical verification of inventory has been conducted at reasonable intervals by the management, in our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations givens to us, the procedures followed by the management for such physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business

c. The Company is maintaining properrecords of inventory and no material discrepancies were noticed on physical verification.

3 During the year, the Company has neither granted nor taken any loans, secured or unsecured from companies, firms or other partiescovered in the register maintained under section 3010 (b),(c)and(d)are not applicable.

4 In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not come across any major weakness in the internal controls with regard to purchase of building materials, fixed assets and withr egard to the sale of flats

5 a. According to the information and the explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintainedunder section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58 A of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 andrules framed there under as also the directives issued by the Reserve Bank of rndia, does not arise. Accordingly the provisions of clause 4(vi) of the Order are not apphcable.

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

8 The maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act,1956 for the financial yeare ndedreview

9 According to information and explanation given to us, and on the basis of books and records examined by us there were no disputed amountpayableinrespectofmvestorEducationand Children Protection Fund, income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March,2010 and Provident Fund Act and Statern surance Actare not applicable to the Company.

10 our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the currentandtheimmediatelyprecedingfinancialyear.

11. In our opinion,the Company has not defaulted in repayment of dues to a financial mstimtion or a bank or debenture holders during theyear

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities Accordingly, the provisions of clause 4 (xii) of the Order are not apphcable.

13 In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Orderare not apphcable.

14 In our opinion, inrespect of investment activity, the Company has;

(a) Maintained proper records of its transactions,

(b) Madetimelyentriestherein,

(c) Held the investments initsownname

15 In our opinion,the Company has not given any guarantee for loans taken by others from bank or financialinstitutions.

16 In our opinion, the Company has applied the term loans forthe purpose for which the loans were obtained. The Company has taken only over draftfacihty from bankagainst fixed deposits.

17 In our opinion, no funds raised on short-term basis have been used for long-term investment. No Long Term funds have been used to finance shorttermassets.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

19 In our opinion, the Company has not issued any debentures and there were no debenturesoutstandingduringtheyear.

20 No fraud on or by the Company has been noticed or reported during the year.



For and on behalf of

Ishwarlal & Co., Chartered Accountants

LL.Chaplot

Proprietor Membership No. 31179

Mumbai, 30 June, 2010