Notes to Accounts of Roselabs Finance Ltd.

Mar 31, 2016

(D) Right and Preferences of Equity Share holders

Each shareholder is entitled for one vote per share. The shareholders have the right to receive interim dividends declared by the Board of Directors and final dividend proposed by the Board of Directors and approved by the shareholders.

In the event of liquidation by the Company, the shareholders will be entitled in proportion to the number of equity shares held by them to receive remaining assets of the Company, after distribution of all preferential amounts.

(E) Shares held by and Shareholder holding more than 5%

1 Segment Reporting:

The Company has identified three reportable segments viz. Trading in Securities, Financing Activity and Advisory Services. These segments have been identified and reported taking into account nature of product and services, the different risks and returns and internal business reporting system. The accounting policies adopted for segment reporting are in line with accounting policy of the Company with additional policies for segment reporting:

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relates to enterprise as a whole and are not allocable to a segment on reasonable basis have been considered and disclosed as unallocable.

b) Segment assets and liabilities represent assets and liabilities in respective segments. Investment, tax related Assets and other Assets and Liabilities that cannot be allocated to a segment on reasonable basis have been considered and disclosed as unallocable.

2 The information as required by Accounting Standard 18 relating to ''Related Party Disclosures'' is given below:

A. List of Related Parties

(As Identified by the Management)

i) Individuals / Enterprises Controlling the Company & their Relatives

a) Controlling Shareholder Mr. Mangalprabhat Lodha

b) Ultimate Holding Company

Sambhavnath Infrabuild and Farms Pvt. Ltd. (Holding company of LDPL)

c) Holding Companies

Lodha Developers Pvt. Ltd. (LDPL) (Holding company of APPL)

Arihant Premises Pvt. Ltd. (APPL) (Holding company)

ii) Entities as at 1st April, 2015

a) Fellow Subsidiaries

Aanant Developers Pvt. Ltd.

Adinath Builders Pvt. Ltd.

Ajitnath Hi-Tech Builders Pvt. Ltd. (Demerged with Shri Kaiilas Properties and Agrofarms Pvt. Ltd. w.e.f. 02-April-16, Appointed date being 01-April-15)

Anantnath Constructions And Farms Pvt. Ltd.

Bellissimo Hi-Rise Builders Pvt. Ltd. (Formerly known as Lodha Hi-Rise Builders Pvt. Ltd.)

Cowtown Land Development Pvt. Ltd.

Dalhousie Leasing And Financial Services Private Limited Hi-Class Buildcon Pvt. Ltd.

Hotel Rahat Palace Pvt. Ltd.

Ishwer Realty and Technologies Pvt. Ltd.

Jawala Real Estate Pvt. Ltd.

Kidderpore Holdings Ltd.

Krona Realties Pvt. Ltd. (merged with Sarvavasa Buildtech and Farms Pvt. Ltd. w.e.f. 08-April-2016, Appointed date being 01-November-14)

Kundan Realtors Pvt. Ltd.

Lodha Aviation Pvt. Ltd.

Lodha Buildcon Pvt. Ltd.

Lodha Building and Construction Pvt. Ltd.

Lodha Crown Buildmart Pvt. Ltd.

Lodha Designer Construction Pvt. Ltd. (merged with Shree Sainath Enterprises Construction and Developers Pvt. Ltd. w.e.f 25-May-16, Appointed date being 01-November-15)

Lodha Developers 1GSQ Ltd.

Lodha Developers 48CS Ltd.

Lodha Developers Dorset Close Ltd.

Lodha Developers International (Jersey) I Holdings Ltd.

Lodha Developers International (Jersey) III Ltd.

Lodha Developers International (Netherlands) B. V.

Lodha Developers International Holding Ltd.

Lodha Developers International Ltd.

Lodha Developers UK Ltd.

Lodha Elevation Buildcon Pvt. Ltd.

Lodha Estate Pvt. Ltd.

Lodha Home Developers Pvt. Ltd. (merged with Shree Sainath Enterprises Construction and Developers Pvt. Ltd. w.e.f 25-May-16, Appointed date being 01-November-15)

Lodha Ideal Buildcon Pvt. Ltd. (merged with Suryakrupa Construction Pvt. Ltd. w.e.f. 08-June-16)

Lodha Impression Real Estate Pvt. Ltd.

Lodha Land Developers Pvt. Ltd.

Lodha Properties Development Pvt. Ltd.

Mahavir Premises Pvt. Ltd.

Microtec Constructions Pvt. Ltd.

Nabhiraja Software Design Pvt. Ltd.

National Standard (India) Ltd.

Odeon Theatres and Properties Pvt. Ltd.

Odeon Theatres Pvt. Ltd.

Palava City Management Pvt. Ltd.

Palava Dwellers Pvt. Ltd.

Samvara Buildtech Pvt. Ltd.

Sanathnagar Enterprises Ltd.

Sarvavasa Buildtech and Farms Pvt. Ltd.

Shree Sainath Enterprises Construction and Developers Pvt. Ltd.

Shreeniwas Cotton Mills Ltd.

Siddhnath Residential Paradise Pvt. Ltd.

Simtools Pvt. Ltd.

Sitaldas Estate Pvt. Ltd.

Suryakrupa Constructions Pvt. Ltd.

Tropical Adventures Ltd.

b) Limited Liability Partnership under Contol:

Lodha Fincorp Distribution Services LLP

c) Partnership Firms Under Control:

Mahavir Associates

Vivek Enterprises

iii) Entities added during the From Fellow Subsidiary

Shri Kaiilas Properties & Agrofarms Pvt. Ltd. 16/August/15

iv) Entities ceased / Struck off during the year Upto Fellow Subsidiaries

Manan Finserve Pvt. Ltd. 27-March-2016

Lodha Finserve Pvt. Ltd. (formerly known as Sai Ishwer Finvest Pvt. Ltd.) 27-March-2016

Shreeniwas Abode and House Pvt. Ltd. 04-March-2016

v) Key Management Personnel:

4 Consequent to resignation of Mr. Kuntiprakash Inani as the CFO of the Company during financial year 2015-2016, the Company is in the process of appointing new CFO in terms of Section 203 of the Companies Act, 2013 and rules framed there under.

5 In terms of Accounting Standard 22 ''Accounting for taxes on Income, the Company does not have any deferred tax.

6 Basic and Diluted Earnings per share

7 Balance in certain accounts of trade payables are subject to reconciliation/confirmation.

8 a) previous year figures have been regrouped / rearranged wherever necessary.

b) Figures in brackets are related to previous year.

9) Particulars as per NBFC Directions

Non-Deposit taking Non-Banking Financial Company (As required in terms of paragraph 13 of Non-Banking Financial (Non-Depositing Accepting or Holding) Companies Prudential norms (Reserve Bank) Directions, 2015).

NOTES:

a As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

b Non-Deposit taking Non-Banking Financial Company (As required in terms of paragraph 13 of Non-Systemically Important Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015).

c All Accounting Standard and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up / fair value net asset value in respect of unquoted investment should be disclosed irrespective of whether they are classified as long term or current in column(4) above.

---

Mar 31, 2015

1 Segment Reporting :

The Company has identified three reportable segments viz. Trading in Securities, Financing Activity and Advisory Services. These segments have been identified and reported taking into account nature of product and services, the different risks and returns and internal business reporting system. The accounting policies adopted for segment reporting are in line with accounting policy of the Company with additional policies for segment reporting :

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relates to enterprise as a whole and are not allocable to a segment on reasonable basis have been considered and disclosed as unallocable.

b) Segment assets and liabilities represents assets and liabilities in respective segments. Investment, tax related Assets and other Assets and Liabilities that cannot be allocated to a segment on reasonable basis have been considered and disclosed as unallocable.

2. The information as required by Accounting Standard 18 relating to 'Related Party Disclosures' is given below: A. List of Related Parties

(As Identifed by the Management)

a) Individual Controlling the Company :

Mr. Mangalprabhat Lodha, Controlling Shareholder of the Ultimate Holding Company

b) Ultimate Holding Company

Sambhavnath Infrabuild and Farms Pvt. Ltd. (Holding company of LDPL w.e.f. 17-July-2013)

c) Entities as at 1st April, 2014 (unless and otherwise stated): i) Holding Companies

Lodha Developers Pvt. Ltd. (LDPL) (Holding company of APPL)

Arihant Premises Pvt. Ltd. (APPL) (Holding company)

ii) Fellow Subsidiaries

Aasthavinayak Estate Company Pvt. Ltd. (merged with Lodha Land Developers Pvt. Ltd. w.e.f. 24-December-14, Appointed date being 1-April-13)

Aasthavinayak Real Estate Pvt. Ltd. (merged with Ajitnath Hi-Tech Builders Pvt. Ltd. w.e.f. 6-January-15, Appointed date being 1-April-14)

Adinath Builders Pvt. Ltd.

Ajitnath Hi-Tech Builders Pvt. Ltd.

Anantnath Constructions and Farms Pvt. Ltd.

Cowtown Land Development Pvt. Ltd.

Dalhousie Leasing & Financial Services Pvt. Ltd.

Galaxy Premises Pvt. Ltd.

(merged with Palava Dwellers Pvt. Ltd.

w.e.f. 17-February-15, Appointed date being 1-April-13)

Gandhar Builders Pvt. Ltd.

Hi-Class Buildcon Pvt. Ltd.

Hotel Rahat Palace Pvt. Ltd.

International Airport Builders & Management Services Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-April-13)

Ishwer Realty and Technologies Pvt. Ltd.

Jawala Real Estate Pvt. Ltd.

Kidderpore Holdings Ltd.

Krona Realties Pvt. Ltd.

Kundan Realtors Pvt. Ltd.

Lodha Attentive Developers and Farms Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-April-13)

Lodha Aviation Pvt. Ltd.

Lodha Buildcon Pvt. Ltd.

Lodha Building and Construction Pvt. Ltd.

Lodha Buildtech Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-February-14)

Lodha Crown Buildmart Pvt. Ltd.

Lodha Designer Construction Pvt. Ltd.

Lodha Developers International Ltd.(Formerly known as Lodha Developers International (Mauritius) Limited)

Lodha Developers International (Netherlands) B. V.

Lodha Developers 48CS Ltd. (Formerly known as Lodha Developers International (Jersey) Ltd.)

Lodha Developers 1GSQ Ltd. (Formerly known as Lodha Developers International (Jersey) II Ltd.)

Lodha Developers International (Jersey) I Holdings Ltd.

Lodha Developers UK Ltd.

Lodha Elevation Buildcon Pvt. Ltd.

Lodha Estate Pvt. Ltd.

Lodha Glowing Construction Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-April-13)

Lodha Hi–Rise Builders Pvt. Ltd.

Lodha Home Developers Pvt. Ltd.

Lodha Home Styles Pvt. Ltd. (merged with Ajitnath Hi-Tech Builders Pvt. Ltd. w.e.f. 6-January-15, Appointed date being 1-April-14)

Lodha Impression Real Estate Pvt. Ltd.

Lodha Land Developers Pvt. Ltd.

Lodha Pinnacle Buildtech and Farms Pvt. Ltd.

Lodha Pranik Landmark Developers Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-February-14)

Lodha Prime Buildfarms Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-April-13)

Lodha Properties Development Pvt. Ltd.

Lodha Strategic Development Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-January-14)

Mahavir Build Estate Pvt. Ltd. (merged with Palava Dwellers Pvt. Ltd. w.e.f. 17-February-15, Appointed date being 1-April-13)

Mahavir Premises Pvt. Ltd.

Manan Finserve Pvt. Ltd.

Microtec Constructions Pvt. Ltd.

Nabhiraja Software Design Pvt. Ltd.

National Standard (India) Ltd.

Naminath Builders and Farms Pvt. Ltd. (merged with Ajitnath Hi-Tech Builders Pvt. Ltd. w.e.f. 6-January-15, Appointed date being 1-April-14)

Odeon Theatres and Properties Pvt. Ltd.

Palava City Management Pvt. Ltd. (Formerly known as Palava Utilities Pvt. Ltd.)

Palava Dwellers Pvt. Ltd.

Profcient Buildwell Pvt. Ltd.

Sahajanand Hi–Tech Constructions Pvt. Ltd.

Sai Ishwer Finvest Pvt. Ltd.

Sambhavnath Reality and Farms Pvt. Ltd. (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-January-14)

Samvara Buildtech Pvt. Ltd.

Sanathnagar Enterprises Ltd.

Sarvavasa Buildtech and Farms Pvt. Ltd.

Shantinath Designer Construction Pvt. Ltd. (merged with Ajitnath Hi-Tech Builders Pvt. Ltd. w.e.f. 6-January-15, Appointed date being 1-April-14)

Shree Sainath Enterprises Construction and Developers Pvt. Ltd.

Shreeniwas Abode and House Pvt. Ltd. (demerged with Shreeniwas Cotton Mills Ltd. w.e.f. 20-February-15, Appointed date being 1-April-13)

Shreeniwas Cotton Mills Ltd.

Shri Nakoda Bhirav Realtors Pvt. Ltd.

Shri Vardhvinayak Builders Pvt. Ltd. (merged with Ajitnath Hi-Tech Builders Pvt. Ltd. w.e.f. 6-January-15, Appointed date being 1-April-14)

Siddhnath Residential Paradise Pvt. Ltd.

Simtools Pvt. Ltd.

Sitaldas Estate Pvt. Ltd.

Suryakrupa Constructions Pvt. Ltd. iii) Limited Liability Partnerships under Contol:

Lodha Fincorp Distribution Services LLP

iv) Partnership Firms Under Control:

Lodha Construction (Dombivli) (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-April-13)

Lodha Palazzo (merged with Lodha Developers Pvt. Ltd. w.e.f. 27-February-15, Appointed date being 1-January-14)

Mahavir Associates

Vivek Enterprises

3. In terms of Accounting Standard 22 'Accounting for taxes on Income, the Company does not have any deferred tax liability.

4. Lease:

Disclosures in accordance with the Accounting Standard 19- "Leases" are given below: Assets taken on cancellable lease:

a) The Company has taken commercial premises under cancellable Operating Lease. The Lease Agreement is usually renewable by mutual consent on mutually agreeable terms.

b) The rental expenses in respect of cancellable Operating Lease is charged as rent amounting to Rs. 4.29 lakhs (previous year Rs. 16.45 lakhs) under Note 22.

Particulars as per NBFC Directions

Non-Deposit taking Non-Banking Financial Company (As required in terms of paragraph 13 of Non-Banking Financial (Non- Depositing Accepting or Holding) Companies Prudential norms (Reserve Bank) Directions, 2007).

NOTES :

a As defned in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. b Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

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Mar 31, 2014

1 Segment Reporting :

The Company has identified two reportable segments viz. Trading in Securities and Financing Activity in the previous year. These segments have been identified and reported taking into account nature of product and services, the different risks and returns and internal business reporting system. The accounting policies adopted for segment reporting are in line with accounting policy of the Company with additional policies for segment reporting :

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relates to enterprise as a whole and are not allocable to a segment on reasonable basis have been considered and disclosed as unallocable.

b) Segment assets and liabilities represents assets and liabilities in respective segments. Investment, tax related Assets and other Assets and Liabilities that cannot be allocated to a segment on reasonable basis have been considered and disclosed as unallocable.

2 The information as required by Accounting Standard 18 relating to ''Related Party Disclosures'' is given below:

A. List of Related Parties

(As identified by the Management)

a) Individual Controlling the Company :

Mr. Mangalprabhat Lodha, Controlling Shareholder of the Ultimate Holding Company

b) Ultimate Holding Company

Sambhavnath Infrabuild and Farms Private Limited (Holding company of LDPL w.e.f. 17-July-2013)

c) Entities as at 10th June, 2013 (unless and otherwise stated) : i) Holding Companies

Lodha Developers Private Limited (LDPL) (Holding company of APPL) Arihant Premises Private Limted (APPL) (From 10th June, 2013) Poonam Fast Foods Private Limited (Upto 9th June, 2013) ii) Fellow Subsidiaries

Aasthavinayak Estate Company Private Limited

Aasthavinayak Real Estate Private Limited

Adinath Builders Private Limited

Ajitnath Hi–Tech Builders Private Limited

Anantnath Constructions and Farms Private. Ltd.

Cowtown Land Development Private Limited

Dalhousie Leasing and Financial Services Private Limited

Galaxy Premises Private Limited

Gandhar Builders Private Limited

Hi–Class Buildcon Private Limited

Hotel Rahat Palace Private Limited

International Airport Builders & Management Services Private Limited

Jawala Real Estate Private Limited

Kidderpore Holdings Limited

Krona Realties Private Limited

Kundan Realtors Private Limited

Lodha Attentive Developers and Farms Private Limited

Lodha Buildcon Private Limited

Lodha Building and Construction Private Limited

Lodha Crown Buildmart Private Limited

Lodha Designer Construction Private Limited

Lodha Developers UK Limited

Lodha Elevation Buildcon Private Limited

Lodha Estate Private Limited

Lodha Glowing Construction Private Limited

Lodha Hi–Rise Builders Private Limited

Lodha Home Developers Private Limited

Lodha Home Styles Private Limited

Lodha Impression Real Estate Private Limited

Lodha Land Developers Private Limited

Lodha Pinnacle Buildtech and Farms Private Limited

Lodha Prime Buildfarms Private Limited

Macrotech Constructions Private Limited

Mahavir Build Estate Private Limited

Mahavir Premises Private Limited

Manan Finserve Private Limited

Microtec Constructions Private Limited

Nabhiraja Software Design Private Limited

Naminath Builders and Farms Private Limited

National Standard (India) Limited

Odeon Theatres and Properties Private Limited

Palava Dwellers Private Limited (Formerly known as Lodha Dwellers Private Limited)

Palava Utilities Private Limited

Profcient Buildwell Private Limited

Sahajanand Hi–Tech Constructions Private Limited

Sai Ishwer Finvest Private Limited

Samvara Buildtech Private Limited

Sanathnagar Enterprises Limited

Sarvavasa Buildtech and Farms Private Limited

Shantinath Designer Construction Private Limited

Shreeniwas Abode and House Private Limited

Shreeniwas Cotton Mills Limited

Shri Kailash Properties and Agrofarms Private Limited

Shri Nakoda Bhirav Realtors Private Limited

Shri Vardhvinayak Builders Private Limited

Siddhnath Residential Paradise Private Limited

Simtools Private Limited

Sitaldas Estate Private Limited

Suryakrupa Constructions Private Limited (Formerly known as Suryakrupa Farms and Constructions Private Limi iii) Limited Liability Partnerships under Contol:

Ajeethnath Hi – Tech Buildtech LLP

Lodha Dwellerz LLP

Lodha Fincorp Distribution Services LLP iv) Partnership Firms Under Control:

Lodha Construction (Dombivli)

Lodha Palazzo

Mahavir Associates

Vivek Enterprises

d) Entities added during the year

Fellow Subsidiaries From

Lodha Buildtech Private Limited 01-July-2013

Lodha Pranik Landmark Developers Private Limited 01-July-2013

Lodha Properties Development Private Limited 17-July-2013

Lodha Aviation Private Limited 21-August-2013

Palava City Management Association (Section 25 Company) 06-November-2013

Lodha Developers International (Mauritius) Limited 25-November-2013

Shree Sainath Enterprises Construction and Developers Private Limited * 28-November-2013

Lodha Developers International (Jersey) Limited 05-December-2013

Ishwer Realty and Technologies Private Limited 26-December-2013

Sambhavnath Reality and Farms Private Limited 31-December-2013

Lodha Strategic Development Private Limited 31-December-2013

Lodha Developers International (Jersey) II Limited 29-January-2014

Lodha Developers International (Netherlands) B. V. 03-March-2014

Lodha Developers International (Jersey) I Holdings Limited 05-March-2014

f) Key Management Personnel:

Nilesh Rawat * converted into Private Limited Company under the provisions of part IX of the Companies Act, 1956.

4 In terms of Accounting Standard 22 ''Accounting for taxes on Income, the Company does not have any deferred tax liability.

5 Lease:

Disclosures in accordance with the Accounting Standard 19- "Leases" are given below: Assets taken on cancellable lease:

a) The Company has taken commercial premises under cancellable Operating Lease. The Lease Agreement is usually renewable by mutual consent on mutually agreeable terms.

b) The rental expenses in respect of cancellable Operating Lease is charged as rent amounting to Rs. 16.45 lakhs (previous year Rs. 26.18 lakhs) under Note 23.

2 In the opinion of the management, the assets other than fixed assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

3 Balance in certain accounts of trade payables are subject to reconciliation/confirmation

4 a) Previous year figures have been regrouped / rearranged wherever necessary. b) Figures in brackets are related to previous year.

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Mar 31, 2013

1 Balance in certain accounts of Trade Payables and Loans and Advances given are subject to reconciliation / confi rmation, In the opinion of the management, the difference as may be noticed on such reconciliation will not be material.

2 In the opinion of the Management, the assets other than fi xed assets and current investments have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

3 Segmentation Reporting :

In the opinion of the management, the Company is mainly engaged in the business of NBFC. All other activities of the Company revolve around the main business, and as such there are no separate reportable segment as defi ned by Accounting Standard - 17 " Segment Reporting " Issued by the Institute of Chartered Accountants of India.

4 a. List of related parties with whom transactions have taken place during the year.

(i) Control Exists : Nil

(ii) Companies Controlled by Directors / Relatives : Nil

(iii) Key Management Personnel : 1. Shri Deependra Gupta

2. Shri Sagar Gawde

b. Transactions during the year ended 31st March, 2013 (at arm''s length) and Balances Outstanding as at 31st March, 2013 with related parties are as follows:

- Nil -

5 As the Company has only one segment reporting in terms of Accounting Standard 17 as notifi ed under the Companies (Accounting Standard) Rules, 2006, is not applicable.

6 Disclosure in respect of Operating lease (AS-19): Assets taken on cancellable lease:

a. The Company has taken commercial premises under cancellable Operating Lease. The Lease Agreement is usally renewable by mutual consent on mutually agreeable terms.

b. The rental expenses in respect of cancellable Operating Lease is charged as rent amounting to Rs.6,77,811/- (previous year Rs. Nil ) under Note 20.

7 The revised Schedule VI has become effective from 1st April, 2011 for the preparation of fi nancial statements. This has signifi cant impacted the disclosure and presentation made in the fi nancial statements. Accordingly, the Company has reclassifi ed the previous year fi gure to this year classifi cation. The adoption of revised Schedule VI does not impact revenue recognition and measurement principles followd for preparation of Financial statements.

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Mar 31, 2012

(a) Rights and Preferences of Shareholders

Each Shareholder is entitled for one vote per share. The shareholders have the right to receive interim dividends declared by the Board of Directors and final dividend proposed by the Board of Directors and approved by the shareholders.

In the event of liquidation, the shareholders will be entitled in proportion to the number of equity shares held by them to receive remaining assets of the Company, after distribution of all preferential amounts.

1 Balance in certain accounts of Trade Payables and Loans and Advances given are subject to reconciliation / confirmation, In the opinion of the management, the difference as may be noticed on such reconciliation will not be material.

2 in the opinion of the Management, the assets other than fixed assets and current investments have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

b. Transactions during the year ended 31st March, 2012 (at arm''s length) and Balances Outstanding as at 31st March, 2012 with related parties are as follows:

- Nil -

3 As the Company has only one segment reporting in terms of Accounting Standard 17 as notified under the Companies (Accounting Standard) Rules, 2006, is not applicable.

4 Disclosure in respect of Operating lease (AS-19):

Assets taken on cancellable lease:

a. The Company has taken commercial premises under cancellable Operating Lease. The Lease Agreement is usally renewable by mutual consent on mutually agreeable terms.

b. The rental expenses in respect of cancellable Operating Lease is charged as rent amounting to Rs.6,77,811/- (previous year Rs. Nil) under Note 20.

5 The revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significant impacted the disclosure and presentation made in the financial statements. Accordingly, the Company has reclassified the previous year figure to this year classification. The adoption of revised Schedule VI does not impact revenue recognition and measurement principles followd for preparation of Financial statements.

---

Mar 31, 2011

1. Paisa are rounded up to the nearest rupee. Previous year figure are regrouped and rearranged wherever necessary.

2. Auditors Remuneration

3. confirmation. The audit has been carried out on the basis of the fresh computerized output

4. reconciled.

5. The Company has advised that the computation of the net profit under section 349 of the Companies Act, 1956 need not be made since no remuneration commission is paid payable under Section 348 of the Companies Act,1956 for the year ended 31st March,2011.

6. In the opinion of the Board of Directors, Current Assets, Loans & Advances are realizable in the ordinary course of business at the value at which are stated.

7. Schedule "A" to "S" forms the integral part of the Balance Sheet as at 31st March, 2011. and the Profit & Loss Account for the year ended on that date.

8. Segmentation Reporting: In the opinion of the management the company is mainly engaged in the business of NBFC. All other activities of the Company revolve around the main business, and as such there are no separate reportable segment as defined by Accounting Standard -17 " Segment Reporting " Issued by the Institute of Chartered Accountants of India.

9. Earning Per Shares (AS 20):

Earning Per Shares (ERP) computed in accordance with Accounting Standard - 20 (AS-20) issued by the Institute of Chartered Account of India.

Accounting for Taxes of

10. Income:

a. Provision for Current Tax is made on the basis if the amount of tax payable on taxable income for the year in accordance with the Income Tax Act,1961

b. The Company has got unabsorbed depreciation and carry forward losses under tax Laws and there is not virtual certainty supported by convincing.

11. We have verified the vouchers and documentary evidence wherever made available. Where no documentary evidences were available, we relied on the authentication given by the management.

---

Mar 31, 2010

1. Additional information pursuant to provisions of paragraphs 4C,3 and 40 of part II of Schedule VI to the Companies Act 1956 (Information given to the extent applicable)

a. Licensed Capacity Not Applicable

b. Installed Capacity Not Applicable

d. Value of good imported on CIF NIL NIL

e. Value of export calculated on FOB Value NIL NIL

f. Value of other earning in Foreign Exchange NIL NIL

2. Expenditure incurred on employees who are in receipt of remuneration on the aggregate of not less than Rs. 24,00,0001- per annum if employed throughout the year and of Rs. 2,00,0001- per month if employed for part of the year

2009-2010 2008-2009

No. of Employees NIL NIL

Amount paid NIL NIL

3. Balance of sundry creditors, debtors, loans and advances are subject to confirmation

4. The audit has been carried out on the basis of the fresh computerized output reconciled

5. The Company has advised that the computation of the net profit under section 349 of the Companies Act 1956 need not be made since no remuneration commission is paid payable under section 348 of the Companies Act, 1956 for the year ended 31st March 2010.

6. In the opinion of the Board of Directors, Current Assets, Loans & Advances are realizable in the ordinary course of business at the value at which they are stated.

7. Schedule "A" to "R" forms the integral part of the Balance Sheet as at 31st March 2010 and the Profit & Loss Account for the year ended on that date.

8. Segmentation Reporting :

In the opinion of the management the company is mainly engaged in the business of NBFC. All other activities of the Company revolve around the main business, and as such there are no separate reportable segment as defined by Accounting Standard -17 " Segment Reporting" Issued by the Institute of Chartered Accountants of India.

9. Related party Disclosures :

List of related parties with whom transactions have taken place during the year.

a. Key Management Personnel : 1. Shri Deependra Gupta

2. Shri Sagar Gawde

b. Companies controlled by : Shri. Deependra Gupta

Directors/Relatives Roselabs Finance Limited

Suvidhinath Buildtech Private Limited

Benchmark Infracon Private Limited

Susima Infotech Private Limited

Suryakrupa Farms & Constructions Pvt. Ltd.

Vamadevi Developers & Farms Private Limited

Suvrata Infrabuild & Farms Private Limited

Suvidhinath Quality Construction Pvt. Ltd.

Susima Buildtech & Farms Private Limited

Alankit Builders & Developers Private Limited

Kunthunath Facilities Management Pvt. Ltd.

Saikrupa Infotech Private Limited

Shankarparvati Reality & Agro Private Limited

Lodha And Nagotra Builders Private Limited

Shantipriya Developers & Farms Private Limited

Shivchhaya Developers & Farms Pvt. Ltd.

Sumangla Developers & Farms Private Limited

Munisuvrata Constructions & Farms Pvt. Ltd.

Mallinath Reality & Agro Private Limited

Maheshvilla Developers & Farms Pvt. Ltd.

Sanathnagar Enterprises Limited

Avaya Holdings and Trading Private Limited

National Standard (India) Limited

Shri. Sagar Gawde Roselabs Finance Limited

Suvidhinath Buildtech Private Limited

Kritika Infrabuild & Farms Private Limited

Ambeshwari Buildtech & Farms Private Limited

Rushabhnath Constructions & Farms Pvt.Ltd.

Alankit Builders & Developers Private Limited

Light House Estate Private Limited

Shivchhaya Developers & Farms Pvt.Ltd.

Munisuvrata Constructions & Farms Pvt Ltd.

Meghal Homes Private Limited

Sanathnagar Enterprises Limited

Shri Gajanand Builders Private Limited

Shri. Samyak Veera Poonam Fast Foods Private Limited

Vyanjan Hotela Private Limited

Roselabs Finance Limited

10. Accounting for Taxes of Income

a. Provisions for current tax is made on the basis if the amount of tax payable on taxable income for the year in accordance with the Income Tax Act -1961

b. The Company has got unabsorbed depreciation and carry forward losses under tax laws under tax laws and there is not virtual certainty supported by convincing

11. We have verified the vouchers and documentary evidences wherever made available. Where no documentary evidences were available, we relied on the authentication given by the management.