Auditor Report of Hampton Sky Realty Ltd.

Mar 31, 2021

Ritesh Properties and Industries LimitedReport on the Audit of the Financial Statements1. Opinion

We have audited the accompanying financial statements of Ritesh Properties and Industries Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2021, and the Statement of Profit and Loss including Other Comprehensive Income, Statement of changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “financial statements”).

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 Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2021, its loss including other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SA”s) specified under Section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the 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 ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the 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.

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Evaluation of Provision and Conting ent Liabilities:	Our Audit procedure included:
	As at the Balance Sheet date, the Company has significant	We have reviewed and held discussions with the
	open litigation and other contingent liabilities as disclosed in	management to understand their processes to identify
	note no. 37. The assessment of the existence of the present	new possible obligations and changes in existing
	legal or constructive obligation, analysis of the probability or	obligations for compliance with the requirements of Ind
	possibility of the related payment require the management	AS 37 on Provisions, Contingent Liabilities and
	to make judgement and estimates in relation to the issues of	Contingent Assets.
	each matter.	We have also discussed with the management
	The management with the help of opinion and advise of its	significant changes from prior periods and obtained a detailed understanding of these items and
	experts have made such judgements and estimates relating	assumptions applied.
	to the likelihood of an obligation arising and whether there is
	a need to recognize a provision or disclose a contingent	In addition, we have reviewed:
	liability.	the details of the proceedings before the relevant authorities including communication from the
	Due to the inherent complexity and level of judgement	advocates / experts;
	relating to recognition, valuation and presentation of	legal advises / opinions obtained by the management,
	provision and contingent liabilities, this is considered a key	if any, from experts in the field of law on the legal cases;
	audit matter.	status of each of the material matters as on the date of the balance sheet. We have assessed the appropriateness of provisioning based on assumptions made by the management and presentation of the significant contingent liabilities in the financial statements.

4. Other Matters

a) The Financial information of the amalgamating companies for the year ended 31s1 March 2021 included in the statement have been audited by the respective companies auditors. The report of those auditors on respective financial information for the year ended March 31, 2021 expressed an unqualified opinion. Our opinion is not modified in respect of this matter.

b) The Comparative Financial information of the Company for the year ended 31s1 March 2020 prepared in accordance with the Indian Accounting Standards (''lnd AS'') included in the statement have been audited by the predecessor auditor. The report of the predecessor auditor on comparative financial information for the year ended March 31, 2020 expressed an unqualified opinion. Our opinion is not modified in respect of this matter.

5. Information other than the Financial Statements and Auditor''s Report Thereon

The Company''s Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Company''s Annual Report, Management Discussion and Analysis, Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

6. Responsibilities of Management''s for the Financial Statements

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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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.

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

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

7. Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 agg^{regate, they} could reasonably be expected to influence the econom^ic decisions of users taken on the basis of these ^financial statements.

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

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

• Obtain an understanding of internal control rel^{evant to the} audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty ex^ists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures ar^e 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.

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

Materiality is the magnitude of misstatements in t^he standalone financial statements that, individuall^{y or in} aggregate, makes it probable that the economic decisions of

a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.

8. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, 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 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 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 with reference to these Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”;

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us, the managerial remuneration for the year ended March 31,2021 has been paid / provided by the Company to its directors in accordance with the

provisions of section 197 read with Schedule V of the Act;

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

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

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

For Khandelwal Jain & Co., Firm Registration No. 105049W Chartered Accountants

sd/-

Manish Kumar Singhal Partner

Membership No. 502570 UDIN: 21502570AAAABV5386

Place:New Delhi Dated: 06/12/2021

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Mar 31, 2015

We have audited the accompanying financial statements of Ritesh Properties and Industries Ltd ("the company"), which comprise the Balance Sheet as at 31 March 2015 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash f iows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 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 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 31s March, 2015, and its Profit and its cash flows for the year ended on that date.

Report on Other legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in 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 financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(f) With respect to the other matters to be included in the Auditors' 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 litigation on its financial position in its financial statements as referred to in Note No. 36 on Notes to the Financial Statements.

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

iii. There were no amounts which were 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 the heading "Report on other legal and Regulatory Requirements of our Report of even date)

1. a) In respect of its fixed assets, 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 phased programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company, nature and value of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

2. In respect of its inventories:

(a) As explained to us, the inventory has been physically verified by the management at reasonable intervals.

(b) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanation given to us, the company has generally maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. a) The company has granted loans to six companies, which includes two wholly owned subsidiaries (Previous year six including two wholly owned subsidiaries) covered in the register maintained under Section 189 of the Companies Act, 2013.

b) In the case of loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the terms of arrangements do not stipulate any repayment schedule and interest thereon. The loans are repayable on demand.

(c) There are no overdue amounts of more than rupees one lakh in respect of loans granted to bodies corporate listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there has an adequate internal control system commensurate with the size 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 observed any continuing failure to correct major weaknesses in such internal control system.

5. According to the information and explanation given to us, the company has not accepted any deposits from the public. Therefore, the provisions of class (V) of paragraph 3 of the CARO 15 are not applicable to the company.

6. The Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of the products of the company.

7. In respect of statutory dues:

(a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Wealth tax, Service tax, Duty of Custom, Duty of Excise, Cess, Sales Tax, Value Added Tax and any other statutory dues applicable to it with the appropriate authorities. No undisputed amounts are payable in respect of such statutory dues which were outstanding as on 31st March 2015 for a period of more than six months from the date it became payable.

(b) According to the records of the company and the information given to us, as on date, there are no statutory dues like Income tax, Wealth tax, Service tax, Duty of Custom, Duty of Excise, cess and any other statutory dues applicable to it with the appropriate authorities which are in dispute and have not been deposited with the appropriate authorities.

( c) According to the information and explanation given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Branch in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made thereunder.

8. The accumulated losses of the Company are not more than 50% of its net worth. The Company has earned cash profit of Rs. 229.04 lacs in the financial year under review and earned cash profit of Rs. 228.99 lacs in the previous year.

9. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or banks.

10. In our opinion and according to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

11. The company has not obtained any term loan during the year, so this para of the order is not applicable.

12. In our opinion 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 S.M.Mathur & Co., (FRNo. 006588N) Chartered Accountants

sd/-

Place:New Delhi (S.M.Mathur) Dated 30.05.2015 Prop. M.No.013066

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Ritesh Properties & Industries Limited (the "Company") which comprise the Balance Sheet as at 31 st March 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards notified under the Companies Act, 1956 (''the act'') read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2014;

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

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

Report on Other legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) As required by section 227(3) of the Companies Act, 1956, 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 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 with the Accounting Standards notified under the Companies Act, 1956 (''the act'') read with the general circular 15/ 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO AUDITORS'' REPORT

(Referred to in Paragraph (1) of our Report of even date)

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

b) As explained to us, all the fixed assets have been physically verified by the management in phased periodical manner which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off any substantial part of its fixed assets during the year.

2. a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end.

b) As explained to us, the procedure of physical verification of the stocks refered to in (a) above followed by the management, in our opinion 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 is maintaining proper records of its inventories and there were no material discrepancies noticed on physical verification of inventories as compared to the books of accounts.

3. a) The Company during the year under audit has taken loan from one Company(Previous Year One Company) in the register maintained under Section 301 of the companies Act, 1956. The year-end aggregate balance of such loans taken from such parties was Rs.947.95 lacs (Previous Year Rs.2202.61 lacs). There are three (previous year four) Companies covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end aggregate balance of loans granted to such parties was Rs.265.38 lacs (Previous Year Rs.525.20 lacs).

b) The company has given loans to wholly owned subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year and by year end is Rs.2011.78 lacs (Previous year Rs.1962.09 lacs).

c) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable, and other terms and conditions of loans given by the company are not prima facie prejudicial to the interest of the company.

d) In respect of the said loans, the same payable /receivable on demand and there is no repayment schedule. The interest, where applicable, is payable / receivable on demand. In respect of interest, there are no overdue amounts.

e) In respect of said loans, there are no overdue amounts.

4. In our opinion and according to the information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and also for the sale of goods and service.

5. (a) In our opinion and according to the information and explanations provided to us by the management, the transactions that need to be entered into the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) The company has no transaction exceeding to Rs.5,00,000/- or more with the parties to be entered into the register maintained u/s 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956 for the type of industry carried on by the company.

9. a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities the undisputed statutory dues including Income Tax, Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts are payable in respect of such statutory dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, as on this date, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has issued subscribed and fully paid up Share Capital of Rs.1159.10 lacs and credit balance of Rs.1129.06 lacs (Previous year Rs. 927.63 lacs) in Reserve & Surplus by the year ended on 31st March, 2014 after adjusting the accumulated losses of Rs. 1403.88 lacs (Previous Year Rs. 1605.30 lacs). During the year ended under audit, it has earned cash profit (after tax) of Rs.228.99 lacs (Previous year Rs.105.79 lacs).

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provision of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to information and explanations given to us, the company has maintained proper records of investments. All investments are being held by the company in its own name.

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

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis which have been used for long term investment.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares/ debentures to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year under audit the company has no outstanding liability towards debentures.

20. The Company has not raised any money by public issue during the year.

21. In our opinion and according to the informations and explanation given to us, no material fraud on or by the Company has been noticed or reported during the year.

for S. M. Mathur & Co., Chartered Accountants (FRNO.006588N) Place: New Delhi sd/- Dated: 30.05.2014 (S.M. Mathur) Proprietor M.No.013066

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

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

Report on Other legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) As required by section 227(3) of the Companies Act, 1956, 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 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956,

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

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

b) As explained to us, all the fixed assets have been physically verified by the management in phased periodical manner which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off any substantial part of its fixed assets during the year.

2. a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end.

b) As explained to us, the procedure of physical verification of the stocks refer to in (a) above followed by the management, in our opinion 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 is maintaining proper records of its inventories and there were no material as compared to two companies in previous year which are duly recorded as compared to the books of accounts.

3. a) The Company during the year under audit has taken loan from one Company(Previous Year One Company and one individual) in the register maintained under Section 301 of the companies Act, 1956. The year-end aggregate balance of such loans taken from such parties was Rs.2202.61 lacs (Previous Year Rs.2017.58 lacs). There are four (previous year four) Companies covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end aggregate balance of loans granted to such parties was Rs. 525.20 lacs (Previous Year Rs. 691.83 lacs).

b) The company has given loans to wholly owned subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year and by year end is Rs.1962.09 lacs (Previous year Rs. 1755.07 lacs).

c) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable, and other terms and conditions of loans given by the company are not prima facie prejudicial to the interest of the company.

d) In respect of the said loans, the same payable /receivable on demand and there is no repayment schedule. The interest, where applicable, is payable / receivable on demand. In respect of interest, there are no overdue amounts.

e) In respect of said loans, there are no overdue amounts.

4. In our opinion and according to the information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and also for the sale of goods and service.

5. (a) In our opinion and according to the informations and explanations provided to us by the management, the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) The company has no transaction exceeding to Rs.5,00,000/- or more with the parties to be entered in to the register maintained u/s 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d),of sub section (1) of Section 209 of the Companies Act, 1956 for the type of industry carried on by the company.

9. a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities the undisputed statutory dues including Income Tax, Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts are payable in respect of such statutory dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, as on this date, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has issued subscribed and fully paid up Share Capital of Rs.1159.10 lacs and credit balance of Rs.927.63 lacs(Previous year Rs.853.09 lacs) in Reserve & Surplus by the year ended on 31st March, 2013 after adjusting the accumulated losses of Rs. 1605.30 lacs(Previous Year Rs. 1679.84 lacs). During the year ended under audit, it has earned cash profit (after tax) of Rs.105.79 lacs (Previous year Rs.123.46 lacs).

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to bank.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provision of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to information and explanations given to us, the company has maintained proper records of investments. All investments are being held by the company in its own name.

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

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis which have been used for long term investment.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares/ debentures to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year under audit the company has no outstanding liability towards debentures.

20. The Company has not raised any money by public issue during the year.

21. In our opinion and according to the informations and explanation given to us, no informations fraud on or by the Company has been noticed or reported during the year.

For S. M. Mathur & Co.

Chartered Accountants

(Firm Registration No. 006588N)

sd/-

Place: New Delhi (S. M. Mathur)

Dated: 30.05.2013 Prop.

M. No.013066

---

Mar 31, 2012

I. We have audited the attached Balance Sheet of Ritesh Properties and Industries Limited as at 31st March 2012 and also the Statement of Profit & Loss Account for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express opinion on these financial statements based on our audit.

II. 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 mis-statement. 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.

III. We report that:-

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

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

(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 accounts as required by law have been kept by the Company so far as appears from our examination of the books;

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

(d) On the basis of written representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon as given in the Notes on Accounts

1. Depreciation :- Depreciation on Fixed Assets have not been calculated on the rates as per Schedule XIV of the Companies Act, 1956, however, it had been calculated and provided as per the rates prescribed in Income Tax Act, 1961 as consistently been provided year after year in past.

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 Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

ii. In the case of the Statement of Profit & Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

(Referred to in Paragraph (1) of our Report of even date)

1. a) The Company has maintained proper

records showing full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in phased periodical manner which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off any substantial part of its fixed assets during the year.

2. a) Inventories have been physically verified by

the management at reasonable intervals during the year/at the year end.

b) As explained to us, the procedure of physical verification of the stocks refer to in (a) above followed by the management, in our opinion 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 is maintaining proper records of its inventories and there were no material as compared to two companies in previous year which are duly recorded as compared to the books of accounts.

3. a) The Company during the year under audit

has taken loan from one Company and one individual in the register maintained under Section 301 of the companies Act, 1956. The year-end aggregate balance of such loans taken from such parties was Rs.2017.58 Lacs (Previous Year Rs.975.37 Lacs). There are four (previous year four) Companies covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end aggregate balance of loans granted to such parties was Rs.691.83 Lacs (Previous Year Rs. 787.10 Lacs).

b) The company has given loans to wholly owned subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year and by year end is Rs.1755.07 Lacs (Previous year Rs. 1460.09 Lacs).

c) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable, and other terms and conditions of loans given by the company are not prima facie prejudicial to the interest of the company.

d) In respect of the said loans, the same payable / receivable on demand and there is no repayment schedule. The interest, where applicable, is payable/receivable on demand. In respect of interest, there are no overdue amounts.

e) In respect of said loans, there are no overdue amount.

4. In our opinion and according to the information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and also for the sale of goods and services.

5. (a) In our opinion and according to the

informations and explanations provided to us by the management, the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) The company has no transaction exceeding to Rs.5,00,000/- or more with the parties to be entered in to the register maintained u/s 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. Maintenance of cost records has not been prescribed by the Central Government under

Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956 for the type of industry carried on by the company.

9. a) According to the records of the Company, the

Company is generally regular in depositing with the appropriate authorities the undisputed statutory dues including Income Tax, Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts are payable in respect of such statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, as on this date, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty. Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities

10. The company has issued subscribed and fully paid up Share Capita I of Rs. 1159.10 lacs and credit balance of Rs.853.09 iacs in Reserve & Surplus by the year ended on 31st March, 2012 after adjusting the accumulated losses of Rs. 1679.84 lacs. During the year ended under audit, it has earned cash profit (after tax) of Rs. 123.46 lacs (Previous year Rs.623.17 lacs).

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to bank.

12. According to the information and explanations given tc us. the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provision of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company,

14. According to information and explanations given to us. the company has maintained proper records of investments. All investments are being held by the company in its own name,

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

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis which have been used for long term investment.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares/ debentures to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year under audit the company has no outstanding liability towards debentures.

20. The Company has not raised any money by public issue during the year.

21. In our opinion and according to the informations and explanation given to us, no informations fraud on or by the Company has been noticed or reported during the year.

For S. M. Mathur & Co. Chartered Accountants (Firm Registration No. 006588N)

sd/- Place: New Delhi (S. M. Mathur)

Dated: 27.08.2012 Prop.

M.No.013066

---

Mar 31, 2011

I. We have audited the attached Balance Sheet of Ritesh Properties and Industries Limited as at 31st March 2011 and also the Profit & Loss Account for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express opinion on these financial statements based on our audit.

II. 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 mis-statement. 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.

III We report that:

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

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

(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 accounts as required by law have been kept by the Company so far as appears from our examination of the books;

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

(d) On the basis of written representations received from the Directors as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the 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;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon as given in the Notes on Accounts as per Annexure "U"

Note no. 4 :- During the year under audit, the company has written off the personnel and administrative expenses related to ongoing Real Estate Project over a period of three years which is aggregate comes to Rs.1,29,89,630/- to Deferred Revenue Expenditure. During the year under audit, the company has written off Rs.64,94,815/ - being 50% of such expenditure as "expenses amortized".

2. Depreciation :- Depreciation on Fixed Assets have not been calculated on the rates as per Schedule XIV of the Companies Act, 1956, however, it had been calculated and provided as per the rates prescribed in Income Tax Act, 1961 as consistently been provided year after year in past.

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 Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

ii. In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT

(Referred to in Paragraph (1) of our Report of even date)

1. a) The Company has maintained proper

records showing full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in phased periodical manner which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off any substantial part of its fixed assets during the year.

2. a) Inventories have been physically verified by

the management at reasonable intervals during the year/at the year end.

b) As explained to us, the procedure of physical verification of the stocks refer to in (a) above followed by the management, in our opinion reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and there were no material as compared to two companies in previous year which are duly recorded as compared to the books of accounts.

3. a) The Company during the year under audit

has taken loan from one Company and one individual in the register maintained under Section 301 of the companies Act, 1956. The year-end aggregate balance of such loans taken from such parties was Rs.975.37 Lacs (Previous Year Rs.1680.88 Lacs). There are four (previous year three) Companies covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end aggregate balance of loans granted to such parties was Rs.787.10 Lacs (Previous Year Rs. 284.87 Lacs).

b) The company has given loans to wholly owned subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year and by year end is Rs.1460.09 Lacs (Previous year Rs. 1294.52 Lacs)

c) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable, and other terms and conditions of loans given by the company are not prima facie prejudicial to the interest of the company.

d) In respect of the said loans, the same payable / receivable on demand and there is no repayment schedule. The interest, where applicable, is payable/receivable on demand. In respect of interest, there are no overdue amount.

e) In respect of said loans, there are no overdue amount.

4. In our opinion and according to the information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and also for the sale of goods and service.

5. (a) In our opinion and according to the

information's and explanations provided to us by the management, the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) The company has no transaction exceeding to Rs.5,00,000/- or more with the parties to be entered in to the register maintained u/s 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956 for the type of industry carried on by the company.

9. a) According to the records of the Company, the

Company is generally regular in depositing with the appropriate authorities the undisputed statutory dues including Income Tax, Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts are payable in respect of such statutory dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they become payable except for Tax (Fringe Benefit) of Rs.18.71 lacs (Previous year Ta x (Fringe Benefit) of Rs.18.71 lacs)

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, as on this date, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities except to the demand/claims disputed by the company in respect of ESI demand of Rs.1.03 lacs (Previous year Rs.0.74 lac).

10. The company has issued subscribed and fully paid up Share Capital of Rs.1159.10 lacs and credit balance of Rs.2532.94 lacs in Reserve & Surplus by the year ended on 31st March, 2011 but simultaneously, it has accumulated losses of Rs.1735.10 lacs by 31st March, 2011 and during the year ended under audit, it has earned cash profit (after tax) of Rs.558.22 lacs (Previous year Rs.40.98 lacs).

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to bank.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provision of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to information and explanations given to us, the company has maintained proper records of investments. All investments are being held by the company in its own name.

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

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis which have been used for long term investment.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares/ debentures to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year under audit the company has no outstanding liability towards debentures.

20. The Company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanation given to us, no information fraud on or by the Company has been noticed or reported during the year.

For S M Mathur & Co.,

Chartered Accountants

(Firm Registration No. 006588N)

sd/-

Place: New Delhi (S M Mathur)

Dated: 02.09.2011 Prop.

M. No.013066

---

Mar 31, 2010

I. We have audited the attached Balance Sheet of Ritesh Properties and Industries Limited as at 31st March 2010 and also the Profit & Loss Account for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express opinion on these financial statements based on our audit.

II. 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 mis-statement. 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.

III We report that:

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

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

(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 accounts as required by law have been kept by the Company so far as appears from our examination of the books;

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

(d) On the basis of written representations received from the Directors as on 31sl March

2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon subject to the following Notes as given in the Notes on Accounts as per Annexure "U":

1. Note No. 6 during the year under review, the company has written off the Personnel and Administrative Expenses related to ongoing Real Estate Project over a period of three years and transfer a sum of Rs. 129.90 Lacs to Deferred Revenue Expenditure, increasing the profitability accordingly. 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 Balance Sheet, of the state of affairs of the Company as at 31 st March 2010;

ii. In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT

(Referred to in Paragraph (1) of our Report of even date)

1. a) The Company has maintained proper

records showing full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off any substantial part of its fixed assets during the year.

2.a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end.

b) As explained to us, the procedure of physical verification of the stocks refer to in (a) above followed by the management, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from two

Companies and one individual (Previous year two companies) covered in the register maintained under Section 301 of the companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 1675.06 Lacs (Previous Year Rs.1253.24 Lacs). There are three (previous year three) Companies covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.284.87 Lacs (Previous Year Rs. 326.97 Lacs).

b) The company has given loans to wholly owned subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year and the year end balance is Rs.993.50 Lacs (Previous year Rs.861.99 Lacs)

c) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

d) The principal amounts are payable/ receivable on demand and there is no repayment schedule. The interest, where applicable, is payable/receivable on demand.

e) Since the loans are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and also for the sale.

5. a) Based on the audit procedure applied by us

and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) The company has transaction exceeding to Rs.5,00,000/- or more with the parties to be entered in to the register maintained u/s 301 of the Companies Act, 1956 have been made at prices which are reasonable with regard to prevailing market prices of such goods at which transactions for similar goods have been made with other parties.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the

Company is generally regular in depositing with the appropriate authorities the undisputed statutory dues including Income Tax, Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable except for Tax (Fringe Benefit) of Rs. 18.71 lacs. (Previous year Tax (Fringe Benefit) of Rs.8.60 lacs)

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities except the demand/claims disputed by the company as per detail given below:

In respect of Amount Forum

Income Tax-A.Y 1994-95 0.69 Lacs Supreme Court

ESI 0.74 Lacs

(P.Y. 0.40 lacs)

10. The company has been registered for a period of more than five years, having existing Share Capital of Rs. 1159.10 Lacs. Its accumulated losses at the end of the financial year amounting to Rs. 2266.41 Lacs (Previous year Rs.2278.05 Lacs). It has incurred cash profit of Rs.40.99 lacs in the financial year under review and incurred cash losses of Rs.245.60 lacs in the financial year immediately proceeding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution and bank.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to information and explanations given to us, the company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All investments in shares have been held by the company in its own name.

15. According to information and explanations given to us, the company has not given guarantees for loans taken by other from the bank or financial institutions.

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares/ debentures to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The company has no outstanding secured debentures during the year under audit.

20. The Company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Bhushan Aggarwal & Co.,

(Firm Registration No. 005362 N) Chartered Accountants

sd/- Place: Ludhiana (S.B.Aggarwal)

Dated: 31.08.2010 Prop. M.No. 084005

---

Mar 31, 2009

I We have audited the attached Balance Sheet of Ritesh Properties and Industries Limited as at 31st March 2009 and also the Profit & Loss Account for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express opinion on these financial statements based on our audit.

II We have conducted ou r 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 mis-statement. 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.

III We report that:

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

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

(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 accounts as required by law have been kept by the Company so far as appears from our examination of the books;

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

(d) On the basis of written representations received from the Directors as on 31st March 2009 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2009 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon subject to the following Notes as are given in the Notes on Accounts as per Annexure "T":

1. Note No. 3(a) regarding non accounting of sales return of Rs. 9424.00 Lacs and cost of sales thereto affected during the year under review pertaining to the earlier financial years ended 31.03.2007 and 31.03.2008 as per the requirement of AS5 (Net profit or loss for the period, Separate Items and Changes in Accounting Policies) but instead sales return and cost of sales thereto being accounted in the revised financial statements for the respective years on the principle of Relation Back and Real Income. The resulting impact being that the net loss after tax for the year under review is under stated by Rs. 2521.36 Lacs.

2. Note No. 3(b) regarding the current financial statements for the financial year 2008-09 is subject to the approval of the revised financial statements of financial years 2006-07 and 2007-08 at the forthcoming Annual General

Meeting of shareholders. As per our opinion, which opinion is also supported by the Institute of Chartered Accountants of India, a company cannot reopen and revise the accounts once adopted by the shareholders at the Annual General Meeting. Contrary to this opinion, the Board of Directors of the Company has reopened and revised the aforesaid financial statements in terms of the circular of the Ministry of Finance and Company Affairs dated 13.01.2003; and

3. Note No. 6 regarding the change in the accounting policy for the provisioning of interest on unsecured loans from mercantile to mixed, resulting in loss understated to the extent of Rs.110.67 Lacs; 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2009;

ii. In the case of the Profit & Loss Account, of the Loss for the year ended on that date; and

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

ANNEXURETO AUDITORS REPORT

(Referred to in Paragraph (1) of our Report of even date)

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

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off any substantial part of its fixed assets during the year.

2. a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end.

b) As explained to us, the procedure of physical verification of the stocks refer to in (a) above followed by the management, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from two

Companies (Previous year two companies) covered in the register maintained under Section 301 of the companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 1253.24 Lacs (Previous Year Rs.1039.31 Lacs). There are three (previous year four) Companies/Firms covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.335.93 Lacs (Previous Year Rs. 523.91 Lacs).

b) The company has given loans to wholly owned subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year and the year end balance is Rs. 1268.86 Lacs (Previous year Rs.473.13 Lacs)

c) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

d) The principal amounts are payable/ receivable on demand and there is no repayment schedule. The interest, where applicable, is payable/receivable on demand.

e) Since the loans are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and also for the sale.

5. (a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) The company has transaction exceeding to Rs.5,00,000/- or more with the parties to be entered in to the register maintained u/s 301 of the Companies Act, 1956 have been made at prices which are reasonable with regard to prevailing market prices of such goods at which transactions for similar goods have been made with other parties.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities the undisputed statutory dues including Income Tax, Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues except for ESI of Rs. 40,124/-

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2009 for a period of more than six months from the date they become payable except for ESI of Rs.0.40 Lacs and Fringe Benefit Tax of Rs.8.60 lacs.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities except the demand/claims disputed by the company as per detail given below:

In respect of Amount Forum

Income Tax-A.Y 1994-95 0.69 Lacs Supreme Court

10. The company has been registered for a period of more than five years, having existing Share Capital of Rs. 1159.10 Lacs. Its accumulated losses at the end of the financial year amounting to Rs. 2278.05 Lacs (Previous year Rs.1993.23 Lacs). It has incurred cash losses of Rs.245.60 lacs in the financial year under review and incurred cash losses of Rs.390.40 lacs in the financial year immediately proceeding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution and bank.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to information and explanations given to us, the company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All investments in shares have been held by the company in its own name.

15. According to information and explanations given to us, the company has not given guarantees for loans taken by other from the bank or financial institutions.

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares/ debentures to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The company has no outstanding secured debentures during the year under audit, however unsecured convertible warrants of Rs. 136.07 lacs is outstanding.

20. The Company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Bhushan Aggarwal & Co., Chartered Accountants sd/- Place: Ludhiana (S.B.Aggarwal)

Dated: 31.10.2009 Prop.

M.No. 084005