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Auditor Report of Shaival Reality Ltd.

Mar 31, 2018

REPORT ON (STANDALONE) FINANCIAL STATEMENTS

We have audited the accompanying financial statements of SHAIVAL REALITY LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2018; 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 of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' 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.

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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, subject to our above mentioned observation, 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 March 31, 2018, and its Profit and its cash flows for the year ended on that date.

OTHER MATTER

This standalone financials does not include the financials of KCL-SRPL JV ( Kalol Project) in which the company has 40% stake. As informed to us the Operating Partner of the JV, Katira Constuction Limited (KCL) has not prepared the audited financials as on date of reporting. In absence of this data we are unable to determine the impact of Profit/Loss of the JV which can have on the profitability of the Company. We are also unable to determine the impact of Assets/Liabilities of the JV which can have on the Balance sheet of the Company.

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 section143 of the Act, we give in the Annexure B 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 further report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the applicable 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 of the company as on

March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

i) The Company does not have any pending litigations which would impact its financial position

ii) The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii) There has not been an occasion in case of the Company during the period under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

As referred to in our Independent Auditors'' Report to the members of the SHAIVAL REALITY LIMITED (''the Company''), on the standalone financial statements for the year ended 31st March, 2018.

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

We have audited the internal financial controls over financial reporting of the company as at March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Control over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of internal Financial Controls over Financial Reporting

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

Opinion

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

ANNEXURE B TO INDEPENDENT''S AUDITOR''S REPORT

Referred to in paragraph 1 under "Report on other legal and Regulatory Requirements" section of our Auditors Report of even date to the members, on the accounts of the company for the year ended 31^st March, 2018

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

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

c) The title deeds of immovable properties are held in the name of the company itself.

2. In the case of construction division, for inventory of raw materials, raw materials received on the sites are treated as consumed in the books of the Company, except those stock which are on the site as on 31/03/2018. There is continuous monitoring of the construction projects and its consumption. Hence, the question of physical verification of the inventory conducted at reasonable intervals does not arise. For transportation services carried out by the company, the company is not required to maintain the inventory.

3. The company has granted unsecured loan to a company covered in register maintained under section 189 of the Companies Act, 2013.

a) On verification it is observed that terms and conditions of the grant of such loan is not prejudicial to the interest of the company;

b) As the loan granted was interest free, no interest amount is recovered from the same and principle amount is also not recovered during the year;

c) There is no overdue amount.

4. In respect of loans, investments and guarantees, provisions of Section 185 and 186 of the Companies Act, 2013 have been complied with.

5. As the company has not accepted deposits from the public, the provisions of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of Companies act 2013 and the rules frames thereunder are not applicable.

6. The company is not required to maintain the cost records as specified by the Central Government under sub-section 1 of section 148 of the companies act, 2013.

7. In respect of Statutory Dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2018 for a period of more than six months from the date of becoming payable.

b. Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess which have not been deposited as on March 31, 2017 on account of disputes are given below:

Sr. No.	Name of Statute	Name of Dues	Amount (Rs.) (In Dispute)	Period to which the amount relates	Forum Where dispute is pending
1.	Income Tax Act, 1961	Income Tax	Rs. 37,87,555	AY 2012-13	C.I.T. Appeal
2.	Value Added Tax	VAT	Rs. 30,59,627	FY 2007-08	Commercial Tax, Gujarat (VAT)
3.	Value Added Tax	VAT	Rs. 1,30,39,489	FY 2009-10	Commercial Tax, Gujarat (VAT)

8. According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted in repayment of any dues taken from a financial institution or bank. There are no debenture holders in the company, as the company has not issued any debentures since its incorporation.

9. The Company had not raised the money by way of public issue or Term loan during the year under consideration.

10. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

11. In our opinion, and according to the information and explanations given to us, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

12. The company is not a Nidhi Company.

13. According to the records of the company examined by us and as per the information and explanations given to us, all the transactions with the related parties are in compliance with Section 188 and 177 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the accounting standards and Companies Act, 2013.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review.

15. The company has not entered into any non-cash transactions with directors or persons connected with him, thus the provision of Section 192 will not be applicable.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Place: Ahmedabad FOR, RAJPARA ASSOCIATES

Date: 28/05/2018 CHARTERED ACCOUNTANTS

Firm Registration No.: 113428W

C.J. RAJPARA

PARTNER

M. NO. 046922

Mar 31, 2016

To,

The Members of, Shaival Reality Limited.

REPORT ON (STANDALONE) FINANCIAL STATEMENTS

We have audited the accompanying financial statements of SHAIVAL REALITY LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2016; 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.

MANAGEMENTâS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORSâ RESPONSIBILITY

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditorâs 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 Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs directors, as well as evaluating the overall presentation of the financial statements.

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

OBSERVATION

This standalone financials does not include the financials of KCL-SRPL JV ( Kalol Project) in which the company has 40% stake. As informed to us the Operating Partner of the JV, Katira Construction Limited (KCL) has not prepared the audited financials as on date of reporting. In absence of this data we are unable to determine the impact of Profit/Loss of the JV which can have on the profitability of the Company. We are also unable to determine the impact of Assets/Liabilities of the JV which can have on the Balance sheet of the Company.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, subject to our above mentioned observation, 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 March 31, 2016, and its Profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section143 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 further report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the applicable 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 March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act;

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

i) The Company does not have any pending litigations which would impact its financial position;

ii) The Company is not required to make any provision, as required under the applicable law or accounting standards, for material foreseeable losses, as it has not entered in to long-term contracts. The company did not have any derivative contracts.

ANNEXURE TO INDEPENDENTâS AUDITORâS REPORT Referred to in paragraph 1 under âReport on other legal and Regulatory Requirementsâ section of our Auditors Report of even date to the members, on the accounts of the company for the year ended 31^st March, 2016

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

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

c) The title deeds of immovable properties are held in the name of the company itself.

ii. In the case of construction division, for inventory of raw materials, raw materials received on the sites are treated as consumed in the books of the Company. There is continuous monitoring of the construction projects and its consumption. Hence, the question of physical verification of the inventory conducted at reasonable intervals does not arise. For transportation services carried out by the company, the company is not required to maintain the inventory.

iii. The company has granted the unsecured loan to a company covered in register maintained under section 189 of the Companies Act, 2013, in respect of which:

a) On verification it is observed that terms and conditions of the grant of such loan is not prejudicial to the interest of the company;

b) As the loan granted was interest free, no interest amount is recovered from the same and principle amount is also not recovered during the year;

c) There is no overdue amount.

iv. In respect of loans, investments and guarantees, provisions of Section 185 and 186 of the Companies Act, 2013 have been complied with.

v. As the company has not accepted any deposits from the public, the provisions of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of Companies act 2013 and the rules frames there under are not applicable.

vi. The company is not required to maintain the cost records as specified by the Central Government under sub-section 1 of section 148 of the companies act, 2013.

vii. In respect of Statutory Dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2016 for a period of more than six months from the date of becoming payable.

b. Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess which have not been deposited as on March 31, 2016 on account of disputes are given below:

Sr. No.	Name of Statute	Name of Dues	Amount (Rs.) (In Dispute)	Period to which the amount relates	Forum Where dispute is pending
Sr. No.	Name of Statute	Name of Dues	Amount (Rs.) (In Dispute)	Period to which the amount relates	Forum Where dispute is pending
1.	Income Tax Act, 1961	Income Tax	Rs. 37,87,555	AY 2012-13	C.I.T. Appeal
2.	Value Added Tax	VAT	Rs. 30,59,627	FY 2007-08	Commercial Tax, Gujarat (VAT)
3.	Income Tax Act, 1961	Income Tax	Rs. 30,36,600	AY 2010-11	Income Tax Appellate Tribunal

i. The company has not defaulted in repayment of any dues taken from a financial institution or bank. The Company has no debenture holders.

ii. The Company had raised Rs.528 lakhs by way of public issue of equity shares on 01/10/2015. The fund was intended to be utilized for Working Capital Requirement to the extent of Rs.488 lakhs and for Public Issue Expense to the Extent of Rs.40 lakhs. The Company has spent Rs. 32.67 lakhs for Public Issue Expenses and the remaining funds are utilized for the working capital requirements. The Company had not raised any new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

iii. 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.

iv. In our opinion, and according to the information and explanations given to us, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

v. The company is not a Nidhi Company.

vi. According to the records of the company examined by us and as per the information and explanations given to us, all the transactions with the related parties are in compliance with Section 188 and 177 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the accounting standards and Companies Act, 2013.

vii. The company has not issued any debentures.

viii. The company has not entered into any non-cash transactions with directors or persons connected with him, thus the provision of Section 192 will not be applicable.

ix. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Place: Ahmedabad FOR, JAIMIN DELIWALA & CO.

Date: 30/05/2016 CHARTERED ACCOUNTANTS

Firm Registration No.: 103861 W

Sd/-

JAIMIN DELIWALA

(PROPRIETOR)

M. NO. 044529

Mar 31, 2015

To,

The Members of,

REPOROT ON FINANCIASL STATEMENTS

Company), which comprise the Balance Sheet as at March 31, 2015; the Statement of Profit and Lo 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 ( ) Companies Act, 2013 ("the Act") with respect to 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 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.

AUDITORS'' 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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether Company has place an adequate internal financial controls system over financial reporting and the operate g effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company s directors, as well as evaluating the overall presentation of the financial statements.

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

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 require 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 March 31, 2015, and its loss and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1 As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash F|ow 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 ^counting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 33.2 (d), (e) and Note 34 to the financial statements.

b. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

c. The company is not required to transfer amounts to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT''S AUDITOR''S REPORT

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" Section of our Report of even date)

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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

2. In respect of its inventories:

a. As explained to us, the inventories (excluding inventories with third parties) were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the Management was reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

6. The company is not required to maintain the cost records as specified by the Central Government under sub-section 1 of section 148 of the companies act, 2013.

7. In respect of Statutory Dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material

Place: Ahmedabad FOR, JAIMIN DELIWALA & CO.

Date: 30/06/2015 CHARTERED ACCOUNTANTS

Firm Reg No.: 103861 W

JAIMIN DELIWALA

(PROPRIETOR)

M. NO. 044529

Mar 31, 2014

Report on Financial Statements

We have audited the accompanying financial statements of SHAIVAL REALITY PRIVATE LIMITED (the Company), which comprise the Balance Sheet as at 31^st March, 2014; 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.

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

2. The Companyâs 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 13^th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

3. 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 ethics 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 procedure selected depends on the auditorâs 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 Companyâs 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 effectiveness of the Companyâs 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.

4. As required by the Companies (Auditorâs Report) Order, 2003 (âthe orderâ) issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the order.

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

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

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

c. The Balance Sheet and Statement of Profit & Loss A/c dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet and Statement of Profit & Loss A/c dealt with by this report comply with the mandatory Accounting Standards referred in sub-section (3C) of section 211 of the Companies Act, 1956;

e. In our opinion and based on information and explanations given to us, none of the directors are disqualified as on 31^st March 2014, from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

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

(i). In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014.

(ii). In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

Referred to in Paragraph 1 under the heading of âReport on Other Legal and Regulatory Requirementsâ of our Report of even date

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

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

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has taken loans from the parties covered in the register maintained u/s 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 27,92,87,904.21 and the year-end balance is Rs. 25,77,34,611.37 (Loans are interest free).

b. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company.

c. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

d. The Company has not given any loan during the year to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii) (e) and (iii) (f) of paragraph 4 of the Order are not applicable.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposit 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 Companyâs present internal audit system is commensurate with the size and nature of its business.

8. The Central Government has not prescribed the maintenance of the cost records under clause (d) of sub-section (1) of 209 of the Act for any of the products of the Company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, investor Education and Protection Fund, Employeesâ State Insurance, Income-Tax, Sales Tax, Service Tax, Cess, and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

b. According to the information and explanation given to us and records examined by us, there have been no disputed dues in respect of income tax and cess which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses exceeding 50% of its net worth at the end of the financial year. The Company has not incurred cash losses during the current financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of Clause 4(xiii) of the Order relating to Chit funds are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other investments other than investing in Mutual Funds units. Proper records of the transactions and contracts have been maintained and timely entries have been made. The said investments had been hold by the Company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for any loan taken by others or by subsidiary from any Bank or Financial Institution.

16. On the basis of review of utilization of funds on an overall basis, in our opinion, the term loans taken by the company were applied for the purposes for which the loans were obtained.

17. On the basis of review of utilization of funds on an overall basis, in our opinion, the funds raised on short term basis have not been used for long term investment or vice versa during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has neither issued nor has any debentures outstanding during the year.

20. The Company has not raised any money by public issues during the year covered by our report.

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

Place : Ahmedabad FOR, JAIMIN DELIWALA & CO.

CHARTERED ACCOUNTANTS

Date : 01-08-2014 (Firm Reg. No. 103861W)

SD/-

JAIMIN DELIWALA

(PROPRIETOR)

M. No. 044529

Mar 31, 2013

INDEPENDENT AUDITORâS REPORT

To,

The members,

Report on Financial Statements

We have audited the accompanying financial statements of SHAIVAL REALITY PRIVATE LIMITED, which comprise the Balance Sheet as at 31^st March, 2013 and the Statement of Profit and Loss for the year then ended and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position and financial performance of the company in accordance with the Accounting Principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 statement that gives a true and fair view and free from material misstatements whether due to, fraud or error.

Auditorsâ 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 auditorâs 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 Companyâs preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 March 31, 2013;

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

(b) In the case of the Cash Flow Statement, of the cash flows of the company 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 (âthe orderâ), issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the Order

2. As required by Section 227(3) of the Act, we report that:

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

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

c. The Balance Sheet, 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 and the Statement of Profit and Loss comply with the Accounting Standards referred to in section 211(3C) of the Act.

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

ANNEXURE TO INDEPENDENTâS AUDITORâS REPORT

Referred to in Paragraph 1 under the heading of âReport on Other Legal and Regulatory Requirementsâ of our Report of even date

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a. The inventory has been physically verified during the year by the management. In our opinion , the frequency of verification is reasonable.

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

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

a. The Company has taken loans from the parties covered in the register maintained u/s 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 15,67,64,995.94 and the year-end balance is Rs. 18,25,66,960.32 (Loans are interest free).

c. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

7. In our opinion, the Companyâs present internal audit system is commensurate with the size and nature of its business.

8. The Central Government has not prescribed the maintenance of the cost records under clause (d) of sub-section (1) of 209 of the Act for any of the products of the Company.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, investor Education and Protection Fund, Employeesâ State Insurance, Income-Tax, Sales Tax, Service Tax, Cess, and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2013 for a period of more than six months from the date of becoming payable.

13. The provisions of Clause 4(xiii) of the Order relating to Chitfunds are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for any loan taken by others or by subsidiary from any Bank or Financial Institution.

16. On the basis of review of utilization of funds on an overall basis, in our opinion, the term loans taken by the company were applied for the purposes for which the loans were obtained.

17. On the basis of review of utilization of funds on an overall basis, in our opinion, the funds raised on short term basis have not been used for long term investment or vice versa during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has neither issued nor has any debentures outstanding during the year.

20. The Company has not raised any money by public issues during the year covered by our report.

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

Place : Ahmadabad FOR, JAIMIN DELIWALA & CO.

CHARTERED ACCOUNTANTS

Date : 23-08-2013 (Firm Reg. No. 103861W)

( JAIMIN DELIWALA )

PROPRIETOR

M. No. 044529

Mar 31, 2012

To,

Share Holders,

We have audited the attached Balance Sheet of SHAIVAL REALITY PVT LTD as at 31^st March, 2012 and The Statement of Profit and Loss Accounts for the year ended on that date annexed thereto. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion of these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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 statements presentation. We believe that our audit provides a reasonable basis for opinion.

1. As required by the Companies (Auditors Report ) Order, 2003, issued by the Central Government of Indian in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during course of the audit, we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that,

(a) We have obtained all the information and explanation 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 those books;

(c ) The Balance Sheet and Profit and Loss accounts dealt with by this report are in agreement with by this report are in agreement with book of account;

(d) IN our opinion the Balance Sheet and The Statement of Profit and Loss dealt with by this report comply with the mandatory Accounting Standards referred in the sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors ^{of the} company we report that no director is disqualified from being appointed as a director of the company under clause (g) of sub-section (i) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, they said accounts, read together with t ie significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view,

I. In so far as it relates to Balance Sheet, of the state of affairs of the company as at 31^st March, 2012 and

II. In so far as it relates to the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date.

ANNEXURE TO AUDITORS'' REPORT

The annexure referred*to in our report to the members of SHAIVAL REALITY PVT LTD on the accounts for the year ended on 31^st March, 2012.

We report that

1. In respect of its fixed assets,

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

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

c) The Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories

a) The inventory has been physically verified during the year by the management In our opinion, the frequency of verification is reasonable.

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

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

3. In respect of the Loans secured or unsecured granted or taken by the company, to/or from the Companies, Firms, or other parties covered under register maintained u/s 301 of the Companies Act,1956,

a) As per information furnished, the company has accepted following unsecured loans from parties listed in the register maintained u/s 301 of the Companies Act, 1956 of India:

No	Name of the parties	Max. Amt. Out Standing at any time during the year	Year End Balance
1	Mayurbhai M. Desai	2,06,76,413.10	78,55,842.12

b) In our opinion, the rate of interest and such other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the companies Act, 1956 are not prima-facie prejudicial to the interest of the Company.

c) The company is regular in repaying the principal amount as stipulated and has been regular is the payment of interest.

d) There is no overdue amount of loans granted to the parties listed in the register maintained u/s 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of its services. The activities of the company do not involve purchase and sale of inventory. During the coCirse of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained u/s 301.

b) Clause 5(b) of the Order is not applicable.

6. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under. Hence, clause 6 of the Order is not applicable.

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

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956, for any of the products of the company.

9. In respect of statutory dues,

a) According to information and explanations given to us, there have been no undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Custom Duty, Excise duty, cess and any other statutory dues, whichever is applicable to the company.

b) According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as on 31^st March, 2012 for a period of more than six months from the date they became payable except Professional Tax collected from Employees Rs. 1,40,702/-.

c) According to the information and explanations given to us, there have been no disputed dues in respect of Income Tax, custom duty, cess and wealth tax.

10. There are no accounted losses of the company and hence this clause shall not apply.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, banks or debenture holders.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, paragraph 12 of the Order is not applicable to the company.

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

14. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments during the year under audit. Accordingly, paragraph 14 of the Order is not applicable to the company.

15. According to the information and explanation given to us, the Company has not given guarantees from loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year. There were no term loans outstanding at the beginning of the year. Accordingly, paragraph 16 of the Order is not applicable to the company.

17. According to the information and explanation given to us and on an overall examination of balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

Place :Ahmedabad FOR, JAIMIN DELIWALA & CO.

CHARTERED ACCOUNTANTS

Date : 23-08-2012 (Firm Reg. No. 103861W)

(JAIMIN DELIWALA)

PROPRIETOR

M. No. 044529

Mar 31, 2011

We have Audited the attached balance sheet of âSHAIVAL REALITY PRIVATE LIMITEDâ as at 31^st March, 2011 and also the annexed Profit & Loss Accounts of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companyâs management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting 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.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the annexure hereto a statement on the matters specified in paragraph 4& 5 of the said Order.

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

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of or 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 those books.

(d) In our opinion the Balance Sheet and the Profit & Loss Account comply with mandatory accounting standards referred to in the sub-section (3c) of section 211 of the Companies Act 1956.

(e) On the basis of written representations received from the directors of the company we report that no director is disqualified from being appointed as a director of the company under clause (g) of sub section (i) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts rear together with the noted thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view.

(i) In the case of the Balance Sheet of the state of affairs of the company at 31^st March 2011 and

(ii) In the case of the Profit & Loss Account of the profit for the year ended on 31^st March 2011

ANNEXURE TO AUDITORSâ REPORT

Statement referred to in paragraph 3 of the Auditorâs Report of even date to the Members of SHAIVAL REALITY PRIVATE LTD., on the accounts for the year ended 31^s March 2011.

The Comments given herein below are based on the data compiled by the Company in order to comply with the requirements of the new order from the effective date. On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

(a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets. , . .

(b) As per the information and explanations given to us, the Company has carried out physical verification of fixed assets and no material discrepancies were noticed on such verification.

In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

(ii) (a) The Inventory has been physically verified during the year by the management. In our

Opinion, the frequency of verification is reasonable.

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

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

(iii)l As per the information furnished, the Company has accepted following unsecured Loans taken from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956 of India.

UNSECURED LOANS : MAXIMUM BALANCE

1) Mayurbhai M Desai Rs.5,70,93,165/-

2) Mukundbhai C. Desai Rs. 30,00,000/-

(b) According to the information and explanations given to us, the rate of interest and other terms and conditions in respect of unsecured loans taken by the company are not prima-tacie prejudicial to the interest of the Company.

(c) The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

(d) There is no overdue amount of loans taken from or granted to companies. Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanation 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 fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (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 are no transactions that need to be entered into the register maintained under Section 301.

(b) Clause V(b) of the order is not applicable.

(vi) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under. Hence the Clause (vi) of the order is not applicable.

(vii) The Central Government has not prescribed the maintenance of the cost records under clause (d) of sub-section (1) of 209 of the Act for any of the products of the Company.

(ix) (a) According to the information and explanations given to us and the records examined by us, there have been no undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise-duty, cess and other statutory dues wherever applicable.

(b) According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as on 31^st March, 2011 for a period of more than six months from the date they became payable except Professional Tax collected from Employees Rs.34,940/-.

(c) According to the information and explanation given to us and records examined by us, there have been no disputed dues in respect of income tax, custom duty, cess and wealth tax.

(x) There are no accounted losses of the Company and hence this clause shall not apply.

(xi) Based on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) Based on our examination of the records and information and explanation given to us, the Company has not granted any loans and / or advances on thr basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund company or nidhi/mutual benefit fund/society.

(xiv) In our opinion the Company is not dealing in Shares, Securities, debentures and other investments.

Accordingly, the provisions of clause 4(xiv) of the Companies (Auditorâs Report) Order, 2003 are not applicable to the company.

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

(xvi) Clause (xvi) of the Order is not applicable since the Company has not taken any term loan.

Based on our examination of the Books of Accounts, Company has not raised short-term funds during the year, which have been used for long-term investment.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) The Company has not made any preferential allotment of shares.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

FOR, JAIMIN DELIWALA & CO.

CHARTERED ACCOUNTANTS

FRN N0.103861W

Place : Ahmedabad

Date : 01-08-2011 JAIMIN DELIWALA

PROPRIETOR

M. No. 044529

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