Poddar Housing and Development Ltd. இன் முடிவுகள்

Mar 31, 2023

PODDAR HOUSING AND DEVELOPMENT LIMITED

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone Ind AS financial statements of PODDAR HOUSING AND DEVELOPMENT LTD.

("the Company"), which comprise the standalone Balance Sheet as at 31^st March 2023, the standalone Statement of Profit and Loss (including Other Comprehensive Income), standalone Statement of Cash Flow and standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''''Ind AS standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including India Accounting Standards (''Ind AS'') specified under section 133 of the Act , of the state of affairs of the Company as at 31st March 2023, and its loss including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

BASIS OF OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is fully sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

EMPHASIS OF MATTER

We refer to the Note No 37 wherein the company has asked for extension in presenting the financial statements and holding AGM for the year ended 31^st March 2023 for various reasons. The company has received approval of holding Board meeting before 31^st Oct. 2023 by the Stock Exchange as well as holding of AGM before 31^st December 2023.

We refer to Note 16 wherein the Company''s debentures are due for redemption as on 31^st March, 2023 for Rs.33.33 crore which the company have not paid till the date of signing the report.

We refer to Note 37 wherein the company''s loan with Indiabulls Housing Finance Limited has been categorised as NPA by the NBFC as on 31^st March 2023 and the amount outstanding as on 31^st March 2023 (principal Interest) is Rs. 58.42 crores

We refer to Note 23, wherein the company has defaulted on TDS liability to a tune of Rs. 378.16 Lakhs due as on 31^st March, 2023 and Provident Fund, PT and ESIC totalling to Rs. 9.29 Lakhs as on 31^st March, 2023. The same has been paid as on date of signing of this report.

However as on 31st March 2023, the Company has assessed its financial position, including expected realization of assets and payment of liabilities including borrowings, and believes that sufficient funds will be available to pay-off the liabilities through availability of land bank and projects under work in progress to meet its financial obligations in at least 12 months from the reporting date.

Our opinion on the statement is not modified in respect of matters stated above.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report:

Key audit matter

How our audit addressed the key audit matter

Evaluation of Going concern assumption of accounting (as described in note 37 of the standalone Ind AS financial statements) The evaluation of the appropriateness of adoption of going concern assumption for preparation of these financial statements performed by the management of the Company is identified as a key audit matter because as at March 31, 2023, the Company had net current liabilities of INR 241.39 crores. The Company has prepared future cash flow forecasts which involves judgement and estimation of key variables and market conditions including future economic conditions on account of recoverability of market conditions from Covid-19, global factors and the prospects of the micro markets in which the company has projects and land bank. The Company is confident that the net cash inflows from operating activities / selling off land bank / ongoing projects in conjunction with the available line of credit and normal cyclical nature of working capital receipts and payment will provide sufficient liquidity to meet its financial obligation as they fall due in the following twelve months. Hence, these financial statements have been prepared adopting the going concern assumption)

Our procedures in relation to evaluation of going concern included the following: ? Obtained an understanding of the process followed by the management and tested the internal controls over the liquidity assessment, compliance with the debt covenants and preparation of the cash flow forecast, and validation of the assumptions and inputs used in the model to estimate the future cash flows. ? Tested the inputs and assumptions used by the management in the cash flow forecast against historical performance, budgets, economic and industry indicators, publicly available information, the Company''s strategic plans and benchmarking of key market related conditions. ? Assessing the key assumptions including those pertaining to revenue and the timing of significant payments in the cash flow forecast. ? Performed sensitivity analysis on key assumptions like market price of existing land bank and future potential of existing projects to determine their impact on the projections of future cash flows from land sale / ongoing projects sales and also on any possible cash outgo for repayment of existing debt. ? Compared the details of the company''s long-term credit facilities to the supporting documentation. ? Assessed the disclosures made by the Company in this regard.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

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

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially in

consistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

''MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs(financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate

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

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

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

AUDITOR''S RESPONSIBILITY

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

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

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

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

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

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

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

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

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

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

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

OTHER MATTERS

The financial statement of Limited Liability Partnership ("LLP") is audited by other auditor whose reports have been furnished to us by the Management and our opinion on the standalone financial statement, in so far as it relates to the amounts and disclosures included in respect of the LLP, is based solely on such audited financial statements.

The financial information of LLP (before eliminating inter-company

balances) reflect total assets of Rs. 1583.89 lakhs and net assets of Rs. 1180.84 lakhs as at 31^st March, 2023 and total revenues of Rs. Nil and Total Profit of Rs. Nil for the year ended on that date. Our opinion on the standalone financial statement, in so far as it relates to the amounts and disclosures included in respect of the LLP, is based solely on such audited financial statements. This LLP have been treated as jointly controlled operations by the management.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A", a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) In our opinion, the managerial remuneration for the year ended March 31, 2023, has been provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending lit

igations on the financial position in the standalone Ind AS financial statements - refer Note 33 (including notices received under section 138 of Negotiable Instruments Act, 1881 in relation to bounced cheques) to the standalone financial statements;

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

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

iv. a.The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity, including foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented to the best of its knowledge & belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity, including foreign entities ("Funding Parties") with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

For Bansal Bansal & Co.

Chartered Accountants FRN:100986W

Pratik Kothari

(Partner)

Membership No.148445

UDIN: 23148445BGWDGJ2388

Place : Mumbai

Dated : 23^rd October, 2023

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Mar 31, 2018

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of PODDAR HOUSING AND DEVELOPMENT LTD. ("the Company"), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

BASIS OF OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

OTHER MATTER

The financial statements of partnership firm''s and joint venture are unaudited and have been furnished to us by the Management and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these partnership firms and joint venture, is based solely on such unaudited financial statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B"; and

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

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

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

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

The Annexure referred to in Paragraph 1 of the Auditors Report of Even date to the Members of PODDAR HOUSING AND DEVELOPMENT LTD.

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

b. We are informed that the Company has carried out physical verification of fixed assets during the year. Necessary effect has been given in the accounts. However, we are informed that the effect was not significant.

c. According to information and explanations given to us and on the basis of examination of the documents, the title deeds of the immovable property included in the fixed assets are registered in the name of the Company.

2) a. The inventories have been physically verified by the management during the year except stock lying with third parties for which the confirmations are obtained. In our opinion, the frequency of verification is reasonable.

b. The procedures for 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 stock records and discrepancies noticed were not significant between book records and physical verification.

3) As per the information furnished, the Company has given unsecured loans to its subsidiary amounting to Rs.92 lacs (Prev. Yr. Rs.114.30 lacs) listed in the register maintained under section 189 of the Companies Act, 2013. Loan to subsidiary is in the nature of quasi capital and repayment thereof would depend on surplus cash flow with that subsidiary. During the year, the Company has also received some amount from the above subsidiary. Further the said subsidiary is paying interest regularly. However, in case of erstwhile subsidiary, loan of Rs. 39.37 lacs was received during the year.

4) As per the information and explanations given to us, there are no transactions during the year in respect of loans, investments, guarantees and security in contravention to section 185 and 186 of Companies Act, 2013.

5) The Company has not accepted any deposits from public.

6) We are informed as well as we have broadly reviewed the cost records in respect of construction activities pursuant to the rule made by the Central Government of India under subsection (1) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the specified records have been maintained. We have, however, not made a detailed examination of the same.

7) a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing the undisputed statutory dues except few cases for TDS including provident fund, employees'' state insurance, income-tax, sales tax, customs duty, service tax, GST, excise duty, cess and other material statutory dues as applicable with the appropriate authorities except with insignificant delay.

b. According to the information and explanations given to us, there are no disputed liability of the Company in respect of Income-tax, Sales Tax, Service Tax, Customs duty, Excise duty, Stamp duty and Cess as at 31st March 2018, except the following:

Particulars	Amount	Authority
Stamp Duty and Cess	19.70 lacs	Joint Sub-Registrar, Mumbai
Penalty	18.91 lacs
In respect of Goregaon land Open Land Tax	138.56 lacs	Collector-KDMC
In respect of Tisgaon Land

8) The Company has not defaulted in the loans or borrowings to a financial institution, bank and government. The Company issued debentures during the financial year.

9) The Company has raised money by way of terms loans during the year. Accordingly, the amount were utilised for the purpose it was raised.

10) 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.

11) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has complied with the provisions of Section 197 read with Schedule V of the Companies Act 2013 in respect of the managerial remuneration.

12) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in standalone Ind AS financial statements as required by the applicable accounting standards. applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares.

15) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

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 PODDAR HOUSING AND DEVELOPMENT LIMITED ("the Company") as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Board of Directors of the Company are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''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 its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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 Controls 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 standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, 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 control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Bansal Bansal & Co.

Chartered Accountants

FRN: 100986W

Jatin Bansal

Place: Mumbai (Partner)

Dated: 18th May, 2018 M.No.:135399

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Mar 31, 2017

To,

The embers of

PODDAR HOUSING AND DEVELOPMENT LTD.

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of PODDAR HOUSING AND DEVELOPMENT LTD. ("the Company"), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

AUDITOR’S RESPONSIBILITY

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

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

We conducted our audit in accordance with the Standards on

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

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.

EMPHASIS OF MATTER

Note 12(b) to the financial statements regarding significant delay in transferring the land / land development rights against the recoverable of Rs.3270.18 lacs mainly given in F.Y.2012-13 to a joint venture company which in turn advanced Rs.3000 lacs to the other entities of joint venture partner for the purpose of procuring the aforesaid land / land development right, resulting into sticky advances. However, we are informed by the management that those entities have in principle agreed to transfer the land / land development rights directly to the Company in due course of time.

Our opinion is not qualified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

e) On the basis of written representations received from the directors as on 31st March, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

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

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

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

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

iv. The Company has provided the requisite disclosures in its standalone financial statements as to holdings as well as dealings in specified bank notes during the period from November 8th 2016 to December 30th 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 36 to the standalone financial statements.

i) a) The Company has maintained proper records showing

The Annexure referred to in Paragraph 1 of the Auditors Report of Even date to the Members of PODDAR HOUSING AND DEVELOPMENT LTD.

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

b) We are informed that the Company has carried out physical verification of fixed assets at the year end. The reconciliation with the books records of certain fixed assets are in progress. Necessary effect will be given in the accounts as and when the same is completed. However, we are informed that the effect would not be very significant.

c) According to information and explanations given to us and on the basis of examination of the documents, the title deeds of the immovable property included in the fixed assets are registered in the name of the Company.

ii) a) The inventories have been physically verified by the management during the year except stock lying with third parties for which the confirmations are obtained. In our opinion, the frequency of verification is reasonable.

b) The procedures for 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 stock records in respect of items of construction division and discrepancies noticed were not significant between book records and physical verification.

iii) As per the information furnished, the Company has given unsecured loans to a subsidiary and an erstwhile subsidiary company amounting to Rs.153.67 lacs (Prev. Yr. Rs.534.23 lacs) listed in the register maintained under section 189 of the Companies Act, 2013. Loan to subsidiary is in the nature of quasi capital and repayment thereof would depend on surplus cash flow with that subsidiary. During the year, the Company has also received a significant amount from the above subsidiary. Further the said subsidiary is paying interest regularly. However, in case of erstwhile subsidiary we are informed the repayment of loan of Rs.39.37 lacs is expected to be received in a short time.

iv) As per the information and explanations given to us, there are no transactions during the year in respect of loans, investments, guarantees and security in contravention to section 185 and 186 of Companies Act, 2013.

v) The Company has not accepted any deposits from public.

vi) We are informed as well as we have broadly reviewed the cost records in respect of construction activities pursuant to the rule made by the Central Government of India under subsection (1) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the specified records have been maintained. We have, however, not made a detailed examination of the same.

vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, customs duty, service tax, excise duty, cess and other material statutory dues as applicable with the appropriate authorities except with insignificant delay.

b) According to the information and explanations given to us, there are no disputed liability of the Company in respect of Income-tax, Sales Tax, Service Tax, Customs duty, Excise duty, Stamp duty and Cess as at 31st March 2017, except the following:

1) Stamp Duty and Cess

In respect of Goregaon land 19.70 lacs Joint Sub-Registrar, Mumbai

2) Open Land Tax

In respect of Tisgaon Land 138.56 lacs Collector-KDMC

viii) The Company has not defaulted in the loans or borrowings to a financial institution, bank and government. The Company has not issued any debentures till date.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and terms loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

x) 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.

xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has complied with the provisions of Section 197 read with Schedule V of the Companies Act 2013 in respect of the managerial remuneration.

xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

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 PODDAR HOUSING AND DEVELOPMENT LIMITD ("the Company") as of 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

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 Controls 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 control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, 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 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For R.S. SHAH & COMPANY

Chartered Accountants

Firm''s Registration Number: 109762W

R. S. SHAH

Place : MUMBAI (proprietor)

Dated : 16th May 2017 Membership No.030108

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Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

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

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

BASIS FOR QUALIFIED OPINION

The Company had, in the earlier years, given a loan ofRs.115 lacs to a body corporate, not related to the management, which is unable to repay the instalment and interest thereon. We are informed that the said loan is being rescheduled and is under final stage of settlement as referred to in Note 12 (g). However, the Company has made suitable provision for accrued interest ofRs.31.17 lacs. Further,

no interest income has been provided during the current year. Accordingly, the loan amount ofRs.115 lacs is doubtful of recovery for which no provision has been made in the books of accounts. Had the same been provided for, the assets and the Profit of the Company would have been lower to that extent.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

EMPHASIS OF MATTER

We draw attention to Note 36 to the financial statements regarding the demand notice raised by the land revenue authorities on the Company in respect of land at Badlapur pertaining to royalty including penal charges amounting to Rs.349.05 lacs. The management has fled a writ petition in the Bombay High Court against the order. Similar levy has been raised on other land owners and have obtained stay from the Court. Accordingly, the management is of the view that the aforesaid demand is not tenable. Our opinion is not Qualified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government 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.

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notifed under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disQualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) ofsection274ofthe Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT Annexure referred to in Paragraph 1 of the Auditors Report of Even dat to the Members of PODDAR DEVELOPERS LIMITED.

i) a) The Company has maintained records showing full particulars including quantitative details and situation of the Fixed Assets.

b) We are informed that the management has physically verifed some of the fixed assets and no material discrepancies were n ticed on such verifcation. In our opinion, the frequency of ve ifcation is reasonable having regard to size of the Company and nature of its assets.

c) Fixed Assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii) a) The inventories have been physically verifed by the management during the year except stock lying with third parties for which the confirmations are being obtained. In our opinion, the frequency of verifcation is reasonable.

b) The procedures for physical verifcation 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 stock records in respect of major items of construction division only and discrepancies were not significant between book records and physical verifcation. Mor over, in absence of building wise consumption of the materials, the same has been arrived on the basis of figures submitted by the technical person and auditors have relied thereon. The refe ence is also invited to Note 21 (a).

iii) a) As per the information furnished, the Company has outstanding unsecured loans, including business advances, amounting to Rs. 3491.08 lacs/- (Prev. Year Rs. 3386.55 lacs) given to two parties (Prev. Year four parties) covered in the register maintained under Section 301 of the Companies Act, 1956 and the terms & conditions thereof are prima facie are not prejudicial to the interests of the Company keeping in view the business of the Company and the nature of its transactions. Moreover, the Company is also recovering payment of principal amount and interest thereon wherever it has become due. However, reference is invited to Note 12 (b).

b) The Company has not taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e) to 4(iii)(g) of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has internal control procedure, for purchases of inventory, fixed assets and with regard to the sale of goods & services, which commensurates with the size of the Company. During the course of the audit, we have not observed any major weakness in the internal control system in respect of these areas.

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

b) In our opinion and according to the information and explanations given to us, the Company has not made any transactions pursuant to the contract or arrangement which needs to be entered in the register to be maintained under section 301 of the Act for value exceeding Rs. 5.00 lacs.

vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any fixed deposits which are covered under provision of section 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii) In our opinion and according to the information and explanations given to us, Company has an internal audit system commensurate with the size and nature of its business.

viii)The Company is in process of maintaining the cost records in respect of construction activities pursuant to the rule made by the Central government of India under clause (d) of subsection (1) of section 209

of the Companies Act 1956, which need to be updated to make it in line with the prescribed records.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us, there are no disputed liability of the Company in respect of income-tax, sales tax, customs duty, wealth tax, excise duty and cess as at 31st March 2014 except in respect of liability pertaining to cess amounting to Rs.349.05 lacs as stated under Note 36.

x) The Company has not incurred cash losses in the current year and in the immediately preceding year. The Company has no accumulated losses as at 31st March 2014.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in making the repayment of any Term Loan or any dues to the financial institutions or Banks and since the Company has not issued any debentures till date, therefore the question of default does not arise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statue applicable to chit fund/nidhi/ mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company has maintained proper records of the transactions and contracts relating to trading in shares, securities, debentures and other investments and timely entries thereof have been made.

xv) The Company has given guarantee to the Bank during the year for the loan taken by its subsidiary company as mentioned under Note 18 (c). However, the terms and conditions thereof are not prejudicial to the interests of the Company.

xvi) Based on information & explanations given to us by the management the term loan was deemed to be applied for the purpose for which the loan was obtained.

xvii)On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xix)The Company has not issued any debenture till date. Therefore creation of securities in respect of debentures does not arise.

xx)The Company has not raised any money by way of public issues during the year.

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 been informed that one of the employees had misappropriated Rs.3.07 lacs in the earlier year while carrying the cash to the site as referred in Note 12 (h). The case is still pending. Except the above, 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 R.S. SHAH & COMPANY CHARTERED ACCOUNTANTS Firm''s Registration Number: 109762W

R. S. SHAH Place : MUMBAI (PROPRIETOR) Dated : 12th May 2014 Membership No.30108

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Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

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

BASIS FORQUALIFIED OPINION

The Company had given a loan to a body corporate, not related to the management, ofRs. 1,15,00,000/- and provided an interest income ofRs. 30,49,278/-, in the earlier years, which are not recovered as stipulated. We are informed that the financial position of the said company is under stress and there are chances of significant delay in recovering the amounts. Accordingly, the above amount of Rs. 1,45,49,278/- is doubtful of recovery for which no provision has been made in the books of accounts. Had the same been provided for, the assets and the profit of the Company would have been lower to that extent.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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.

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 ouraudit;

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

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

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

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

ANNEXURE TO AUDITORS'' REPORT

Annexure referred to in Paragraph 1 of the Auditors Report of Even date to the Members of PODDAR DEVELOPERS LIMITED.

i) a) The Company has maintained records showing full particulars including quantitative details and situation of the Fixed Assets.

b) We are informed that the management has physically verified some of the fixed assets and the necessary effects have been given in the accounts.

c) Fixed Assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii a) The inventories have been physically verified by the

management during the year. The Company is maintaining overall stock records in respect of major items of construction division only and discrepancies were not significant between book records and physical verification. Moreover, in absence of building wise consumption of the materials, the same has been arrived on the basis of figures submitted by the technical person and auditors have relied thereon. The reference is also invited to Note 21 (a). In our opinion, the frequency of verification is reasonable.

b) The procedures for 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.

iii) a) As per the information furnished, the Company has outstanding unsecured loans amounting to Rs. 33,86,55,0007- (Prev. Year Rs. 2,77,30,000/-) given to five parties (Prev. Year two parties) covered in the register maintained under Section 301 of the Companies Act, 1956 and the terms & conditions thereof are prima facie are not prejudicial to the interests of the Company keeping in view the business of the Company and the nature of its transactions. Moreover, the Company is also recovering payment of principal amount and interest thereon wherever it has become due.

b) The Company has not taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, the Company has internal control procedure, for purchases of inventory, fixed assets and with regard to the sale of goods & services, which commensurates with the size of the Company.

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

b) In our opinion and according to the information and explanations given to us, the Company has not made any transactions pursuant to the contract or arrangement which needs to be entered into the registered maintained under section 301 oftheActforthe value exceedingRs. 5.00 lakhs.

vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any fixed deposits which are covered under provision of section 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) In our opinion and according to the information and explanations given to us, Company has an internal audit system commensurate with the size and nature of its business.

viii) The Company is in process of maintaining the cost records in respect of construction activities pursuant to the rule made by the Central government of India under clause (d) of subsection (1) of section 209 of the Companies Act 1956, which need to be updated to make it in line with the prescribed records.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us, there are no disputed liability of the Company in respect of income-tax, sales tax, customs duty, wealth tax, excise duty and cess as at 31st March 2013.

x) The Company has not incurred cash losses in the current year and in the immediately preceding year. The Company has no accumulated losses as at 31st March 2013.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in making the repayment of any Term Loan or any dues to the financial institutions or Banks and since the Company has not issued any debentures till date, therefore the question of default does notarise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statue applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company has maintained proper records of the transactions and contracts relating to trading in shares, securities, debentures and other investments and timely entries thereof have been made.

xv) The Company has not given any guarantee to the Bank during the year for the loans taken by other parties.

xvi) Based on information & explanations given to us by the management the term loan was deemed to be applied for the purpose for which the loan was obtained.

xvii) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xix) The Company has not issued any debenture till date. Therefore creation of securities in respect of debentures does not arise.

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

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 been informed that one of the employees has misappropriated Rs..3,00,000/- while carrying the cash to the site as referred in Note 12 (h). Except the above, 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 R.S. SHAH & COMPANY

CHARTERED ACCOUNTANTS

Firm''s Registration Number: 109762W

R. S. SHAH

Place: MUMBAI (PROPRIETOR)

Date: 7th May 2013 (Membership No.30108)

---

Mar 31, 2012

(1) We have audited the attached Balance Sheet of PODDAR DEVELOPERS LIMITED as at 31 st March 2012, the relative Profit and Loss Statement and the Cash Flow statement for the year ended on that date, all of which have been signed by us under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. "

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

(3) As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

(4) Further to our comments in the Annexure referred to in paragraph (3) above we report that:

1. 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.

2. 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 books.

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

4 In our opinion, the Balance Sheet, Profit & Loss Statement, and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

5 On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 31st March 2012 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

6 We draw your attention to the following Notes in the financial , statement in respect of:- '

a) Note 12 (a) and 17 (a) regarding non-provision of doubtful advances aggregating to Rs 51,83,680/-.

b) Note 12(b) regarding the recovery/realization of advances of Rs 67,68,978/-, including doubtful advances ofRs 3,18,500/- for which no provision has been made, given for purchase of land at Bhivpuri.

c) Note 12 (e) (2) regarding stagnant advances of Z20,27,758/- to the aggregator of land at Tisgaon-Dombivali and Note 14(a) (2) regarding the effect of expenditure incurred for development of land at Tisgaon belonging to others of Rs 21,88,095/-, in case the project is abandoned.

d) Note 12 (f)(1) regarding the recovery and confirmation of advances given towards redevelopment project at Colaba amounting to Rs 41,62,530/- including incidentals.

We are unable to express the exact impact on the profit and the reserves of the Company for the points referred herein above.

7 Subject to above in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2012 and;

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

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

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph 3 of the Auditors Report of Even date to the Members of PODDAR DEVELOPERS LIMITED.

i) a) The Company has maintained records showing full particulars including quantitative details and situation of the Fixed Assets.

b) We are informed that the management has physically ' verified some of the fixed assets and the necessary effects have been given in the accounts.

c) Fixed Assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii) a) The inventories have been physically verified by the management during the year. The Company is maintaining overall stock records in respect of major items of construction division only and discrepancies were not significant between book records and physical verification. Moreover, in absence of building wise consumption of the materials, the same has been arrived on the basis of figures submitted by the technical person and auditors have relied thereon. The reference is also invited to Note 21 (a). In our opinion, the frequency of verification is reasonable.

b) The procedures for 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.

iii) a) As per the information furnished the Company has outstanding unsecured loans given amounting to Rs 2,77,30,000/- (maximum outstanding Rs 3,26,57,000/-) given to two parties (Prev. Year Nil) covered in the register maintained under Section 301 of the Companies Act, 1956 and the terms & conditions thereof are prima facie are not prejudicial to the interests of the Company and are also regular in payment of principal amount and interest thereon.

b) The Company has not taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, the Company has internal control procedure for purchases of inventory, fixed assets and with regard to the sale of goods & services which needs to be strengthened to make it adequate to commensurate with the size of the Company.

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

b) In our opinion and according to the information and explanations given to us, the Company has not made any transactions pursuant to the contract or arrangement which needs to be entered into the registered maintained under section301 oftheActforthevalueexceedingRs5.00lakhs.

vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any fixed deposits which are covered under provision of section 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) In our opinion and according to the information and explanations given to us, Company has an internal audit system commensurate with the size and nature of its business.

viii) The Company is in process of maintaining the cost records in respect of construction activities pursuant to the rule made by the Central government of India under clause (d) of subsection (1) of section 209 of the Companies Act 1956, which need to be updated to make it in line with the prescribed records.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. However as per the information verbally provided to us, Income Tax liabilities of Rs 6,11,194/- in respect of various assessments is outstanding for a period more than six months is still to be paid. Reference is invited to Note 32 of the statement of accounts.

b) According to the information and explanations given to us, there are no disputed liability of the Company in respect of income-tax, sales tax, customs duty, wealth tax, excise duty and cess as at 31st March 2012.

x) The Company has not incurred cash losses in the current year and in the immediately preceding year. The Company has no accumulated losses as at 31 st March 2012.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in making the repayment of any Term Loan or any dues to the financial institutions or Banks and since the Company has not issued any debentures till date, therefore the question of default does not arise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statue applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company has maintained proper records of the transactions and contracts relating to trading in shares, securities, debentures and other investments and timely entries thereof have been made.

xv) The Company has not given any guarantee to the Bank during the year for the loans taken by other parties.

xvi) Based on information & explanations given to us by the management the term loan was deemed to be applied for the purpose for which the loan was obtained.

xvii) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xix) The Company has not issued any debenture till date. Therefore creation of securities in respect of debentures does not arise.

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

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 R.S. SHAH & COMPANY

CHARTEREDACCOUNTANTS

Firm's Registration Number: 109762W

R. S. SHAH

Place: MUMBAI (PROPRIETOR)

Date: 14th May 2012 (Membership No.30108)

---

Mar 31, 2011

(1) We have audited the attached Balance Sheet of PODDAR DEVELOPERS LIMITED as at 31st March 2011, the relative Profit and Loss Account and the Cash Flow statement for the year ended on that date, all of which have been signed by us under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

(3) As required by the Companies (Auditors' Report) Order , 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us , we set out in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order .

(4) Further to our comments in the Annexure referred to in paragraph (3) above we report that:

1. 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.

2. 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 books.

3. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report , are in agreement with the books of account.

4. In our opinion, the Balance Sheet, Profit & Loss Account, and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956 except for provision for liability in respect of employees' benefits except gratuity as strictly required by AS-15 (revised 2005) and for impairment of assets as required under AS-28 issued by the Council of the I.C.A.I.

5. On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 31st March 2011 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

6. We draw your attention to Schedule ‘O' to the financial statement in respect of :–

a) Note no. 4 regarding non-provision for impairment of assets as required under AS - 28.

b) Note no. 6 (a) regarding non-provision for doubtful advances of Rs. 23.98 lacs.

c) Note no. 6 (b) regarding advances given for initial start-up for redeveloping project at Colaba, amounting to Rs. 41.63 lacs including incidentals .

d) Note no. 6 (c) regarding the recovery/ realization of advances of Rs. 40.02 lacs given for purchase of land at Bhivpuri.

e) Note No. 12 regarding the acquisition of development rights / agriculture Land of Rs. 490.17 lacs pending approvals from statutory authorities.

f) Note No. 13 (a) regarding stagnent advances of Rs. 20.28 lacs to the aggregator of land at Tisgaon - Dombivli.

We are unable to express the exact imp act on the profit and the reserves of the Company for the points referred herein above.

7. Subject to above in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011 and;

(b) In case of Profit and Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph 3 of the Auditors Report of Even date to the Members of PODDAR DEVELOPERS LIMITED.

i) a) The Company has maintained records showing full particulars including quantitative details and situation of the Fixed Assets.

b) We are informed that the management has physically verified some of the fixed assets and the necessary effects have been given in the accounts.

c) Fixed Assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii) a) The inventories has been physically verified by the management during the year. The Company is maintaining over all stock records in respect of major items of construction division only and discrepancies were not significant between book records and physical verification. Moreover in absence of building wise consumption of the materials, the same has been arrived on the basis of figures submitted by the technical person and auditors have relied thereon. The reference is also invited to note no. 7 of Schedule ‘O'. In our opinion the frequency of verification is reasonable.

b) The procedures for 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.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies , firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, the company has Internal control procedures for purchases of inventory , fixed assets and with regard to the sale of goods & services which needs to be strength to make it adequate to commensurate with the size of the Company .

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

b) In our opinion and according to the information and explanations given to us, the Company has made certain transactions pursuant to the contract or arrangement entered into the registered maintained under section 301 of the Act for the value exceeding Rs. 5.00 lakhs in respect of the subsidiaries which are prima facie not prejudicial to the interests of the Company.

vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any fixed deposits which are covered under provision of section 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) In our opinion and according to the information and explanations given to us, Company has an internal audit system commensurate with the size and nature of its business.

viii) The Central government has not prescribed any records pursuant to Rules for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income- tax, sales-tax, wealth tax, customs duty, excise duty , cess and other material statutory dues as applicable with the appropriate authorities.

However as per the information verbally provided to us, Income Tax liabilities of Rs. 6,11,194/- in respect of various assessments is out standing for a period more than six months is still to be paid. Reference is invited to note no. 5b & 5c of Notes on accounts.

b) According to the information and explanations given to us, there are no disputed liability of the Company in respect of income-tax , sales tax, customs duty , wealth tax, excise duty and cess as at 31st March 2011. However, reference is invited to Note No . 5 in Schedule ‘O' of Notes on Accounts.

x) The Company has not incurred cash losses in the current year and in the immediately preceding year . The Company has no accumulated losses as at 31st March 2011.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in making the repayment of any Term Loan or any dues to the financial institutions or Banks and since the Company has not issued any debentures till date, therefore the question of default does not arise.

xii) During the year , the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statue applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company has maintained proper records of the transactions and contracts relating to trading in shares, securities, debentures and other investments and timely entries thereof have been made .

xv) The Company has not given any guarantee to the Bank during the year for the loans taken by other parties .

xvi) The Company has not taken any term loan during the year . Therefore, the question of its application does not arise.

xvii) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year .

xix) The Company has not issued any debenture till date. Therefore creation of securities in respect of debentures does not arise.

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

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 R. S. SHAH & COMPANY CHARTERED ACCOUNTANTS

R. S. SHAH (PROPRIETOR) Membership No. 30108

Place : Mumbai Dated : 18th May 2011

---

Mar 31, 2010

(1) We have audited the attached Balance Sheet of PODDAR DEVELOPERS tptpLIMITED (Formerly known as WEAROLOGY LIMITED) as at 31s" March 2010, the relative Profit and Loss Account and the Cash Flow statement for the year ended on that date, all of which have been signed by us under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

(4) Further to our comments in the Annexure referred to in paragraph (3) above we report that:

1. 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.

2. 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 books. However, the liability in respect of retirement benefits are not actuarially determined and provision has not been made for impairment of the assets.

3. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report, are in agreement with the books of account.

4. In our opinion, the Balance Sheet, Profit & Loss Account, and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956 except for provision for liability in respect of employees benefits as strictly required byAS-15 (revised 2005) and for impairment of assets as required under AS-28 issued by the Council of the I.C.A.I.

5. On the basis of written representation received from the Directors and taken on records by the Board of. Directors, we report that none of the Directors is disqualified as at 31s1 March 2010 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

6. We draw your attention to Schedule O to the financial statement in respect of :-

a) Note no. 4 regarding non-provision for impairment of assets as required under AS-28.

b) Note no. 5 regarding non-provision for doubtful advances of Rs. 25 lacs.

c) Note no. 8 regarding recovery of stagnant advances of Rs. 28.33 lacs given for Tisgaon project.

d) Note no. 9d regarding the recovery/realization of advances of Rs. 25.27 lacs given for purchase of land at Bhivpuri.

e) Note No. 10 regarding the acquisition of Land development right of Rs. 1075.25 lacs pending approvals from statutory authorities.

We are unable to express the exact impact on the profit and the reserves of the Company for the points referred herein above.

7. Subject to above in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31s March 2010 and;

(b) In case of Profit and Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO AUDITORS REPORT

Annexure referred to in Paragraph 3 of the Auditors Report of even date to the Members of PODDAR DEVELOPERS LIMITED (Formerly known as WEAROLOGY LIMITED)

i) a) The Company has maintained records showing full particulars including quantitative details and situation of the Fixed Assets.

b) We are informed that the management has physically verified some of the fixed assets and the necessary effects have been given in the accounts.

c) Fixed Assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii) a) The inventory has been physically verified by the management during the year and also obtained the confirmations for the goods lying with the third parties. In our opinion the frequency of verification is reasonable.

b) The procedures for 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) In our opinion, 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) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations 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 purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

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

b) In our opinion and according to the information and explanations given to us, the Company has made certain transactions pursuant to the contract or arrangement entered into the registered maintained under section 301 of the Act for the value exceeding Rs. 5.00 lakhs in respect of the subsidiaries which are prima facie not prejudicial to the interests of the Company.

vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any fixed deposits which are covered under provision of section 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) In our opinion and according to the information and explanations given to us, Company has an internal audit system commensurate with the size and nature of its business.

viii) The Central government has not prescribed any records pursuant to Rules for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income- tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. However as per the information verbally provided to us, Income Tax liabilities of Rs. 6,11,194/- in respect of various assessments is outstanding for a period more than six months is still to be paid. Reference is invited to note no. 3b & 3c of Notes on accounts.

b) According to the information and explanations given to us, there are no disputed liability of the Company in respect of income-tax, sales tax, customs duty, wealth tax, excise duty and cess as at 31s March 2010. However, reference is invited to Note No. 3 in Schedule O of Notes on Accounts.

x) The Company has not incurred cash losses in the current year and in the immediately preceding year. The Company has no accumulated losses as at 31s" March 2010.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in making the repayment of any Term Loan or any dues to the financial institutions or Banks and since the Company has not issued any debentures till date, therefore the question of default does not arise.

xii) During the year, the Company has neither taken any loan from Financial Institution nor issued any debentures.

xiii) The provisions of any special statue applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company has maintained proper records of the transactions and contracts relating to trading in shares, securities, debentures and other investments and timely entries thereof have been made.

xv) The Company has not given any guarantee to the Bank during the year for the loans taken by other parties.

xvi) The Company has not taken any term loan during the year. Therefore, the question of its application does not arise.

xvii) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xix) The Company has not issued any debenture till date. Therefore creation of securities in respect of debentures does not arise.

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

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 R. S. SHAH & COMPANY CHARTERED ACCOUNTANTS

R. S. SHAH

(PROPRIETOR) Membership No. 30108

Place : MUMBAI

Dated : 30th April, 2010