Auditor Report of Dhruv Estates Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Dhruv Estates Limited ("the Company'), which comprise the balance sheet as at 31 st March 2Q15, 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 Financial Statements: The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility: Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion: In our opinion and to the best of our information and according to the explanations given to us, the 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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 st March 2015;

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

(iii) 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, 2015 ("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, 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 appears from our examination of those books;

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

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

i. The Company does not hold any fixed assets during the year ended 31 st March 2015. Therefore, the provisions of Clause 3(i) of the Order are not applicable to the Company.

ii. (a) The inventory has been physically verified by the Management during the period. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory.

iii. The Company has not granted/ taken any loans, secured or unsecured, to/ from companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3(iii) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits within the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

vi. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act.

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 undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax, customs duty, and excise duty which have not been deposited on account of any dispute.

viii. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period. Accordingly, the provisions of Clause 3(x) of the Order are not applicable to the Company.

xi. The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable to the Company.

The Annexure referred to in our Independant Auditors' Report to the members of the Company on the Financial Statements for the year ended 31 st March 2015, we report that:

xii. 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 material fraud on or by the Company, noticed or reported during the period, nor have we been informed of any such case by the Management. For PANKAJ B. MEHTA & CO. Sd/- Chartered Accountants (PANKAJ B. MEHTA) (firm Regn. No. 107342W) Proprietor Membership No.30048 Place: Mumbai Date : 27th April, 2014

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Mar 31, 2014

Report on the Financial Statements: We have audited the accompanying financial statements of Dhruv Estates Limited (''the Company1) which comprise the balance sheet as at 31st March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management''s Responsibility tor 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'') 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 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 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 of 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 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 the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014; (ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and (iii) 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''), as amended, 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 agree- ment 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 sub-section (3C) of section 211 of 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; and

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date) i. The Company does not hold any fixed assets during the year ended 31st March 2014. Therefore, the provisions of Clause 4(i) of the Order are not applicable to the Company.

ii. (a) The inventory has been physically verified by the Management during the period. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory.

iii. The Company has not granted/ taken any loans, secured or unsecured, to/ from companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of Clause 4(iii)(b),(c),(d),(f) and (g) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year.

vi. The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the rules framed there under.

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

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

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 undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

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. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund) nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period. Accordingly, the provisions of Clause 4(xv) of-the Order are not applicable to the Company.

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

xvii. The Company has not raised any loans on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

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 period. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the period. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

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 material fraud on or by the Company, noticed or reported during the period, nor have we been informed of any such case by the Management.

For PANKAJ B.MEHTA & CO.

Chartered Accountants (firm Regn. No. 107342W) Sd/- Place : Mumbai PANKAJ B. MEHTA

Date : 21st April, 2014 Proprietor

Membership No. 30048

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Mar 31, 2013

Report on the Financial Statements: We have audited the Report on the Financial Statements of DHRUV ESTATES LIMITED (''the Company") as at 31 st March,2013 and the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow statement for the year ended on that date 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 statement that give a true and fair view and are free from material misstatement, whether 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 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 of 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 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 management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013; (ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (iii) 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 (Auditors Report) Order, 2003 ("the Order), as amended, 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 referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph.(3) of the Auditors'' Report of even date to the members of Dhruv Estates Limited on the Financial statements for the year ended March 31, 2013)

1) The property under development of the Company have been physically verified by the management at the close of the year and in our opinion, the frequency of such verification is reasonable.

2) The Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties listed in the Register maintained under Section 301 of the ''Act'' or from/to companies under the same management as defined under the Section 370 (1B) of the Act.

3) In our opinion and according to information and explanations given to us the transactions that need to be entered into the Register in pursuance of Section 301 of the Act, have been so entered.

4) The Company has given loan or advances in the nature of loans to other and interest free loan to employees and they are repaying the principal amount as stipulated.

5) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business. Further on the basis of or examination of the books and records of the Company, and according to the information and explanations given to us, we have niether come across nor have been informed of any containing failure to correct major weakness in the aforesaid internal control system

6) The Company has not accepted any deposits from the public during the year. Within the meaning of section 58A and 58AA of the act and the rules framed therunder.

7) In our opinion, present coverage of internal audit together with the present internal control system is adequate and commensurate with the size of the Company and the nature of its business.

8) The central Government of the India has not prescribed the maintenance of the cost records under clause(d)of sub-section (1) of section 209 of the Act.

9) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

10) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11) Provident Fund dues have been regularly deposited with the appropriate authorities during the year. We have been informed that the provisions of Employees'' State Insurance Act, 1948, are not applicable to the Company.

12) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

13) There are no undisputed amounts payable in respect of Income Tax, Wealth Tax and Sales-Tax outstanding as at 31st March, 2013 for more than six months from the date they became payable. The Company has no liability with regard to the payment of customs duty and excise duty.

14) The Company has no accumulated Losses as at March 31, 2013 and it has not incurred any cash loss during the financial year ended on that date.

15) In our opinion and as per the explanations given to us, the Company has not charged any personal expenses to revenue account other than those payable under contractual obligations or in accordance with generally ac- cepted business practice.

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

17) Other clauses of the said Order are not applicable to the Company.



For PANKAJ B. MEHTA & CO. Chartered Accountants (firm Regn. No. 107342W) Sd/-

Place : Mumbai PANKAJ B. MEHTA Dated :27th May, 2013 Proprietor Membership No. 30048

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Mar 31, 2012

Report on the Financial Statements: We have audited the Report on the Financial Statements of DHRUV ESTATES LIMITED ("the Company") as at 31 st March,2012 and the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow statement for the year ended on that date 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 statement that give a true and fair view and are free from material misstatement, whether 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 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 of 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 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 management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(iii) 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"), as amended, 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 referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. On the basis of written representations received from the directors as on 31 March 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph (3) of the Auditors' Report of even date to the members of Dhruv Estates Limited on the Financial statements for the year ended March 31, 2012)

1) The property under development of the Company have been physically verified by the management at the close of the year and in our opinion, the frequency of such verification is reasonable.

2) The Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties listed in the Register maintained under Section 301 of the 'Act1 or from/to companies under the same management as defined under the Section 370 (1B) of the Act.

3) In our opinion and according to information and explanations given to us the transactions that need to be entered into the Register in pursuance of Section 301 of the Act, have been so entered.

4) The Company has given loan or advances in the nature of loans to other and interest free loan to employees and they are repaying the principal amount as stipulated.

5) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business. Further on the basis of or examination of the books and records of the Company and according to the information and explanations given to us, we have niether come across nor have been informed of any containing failure to correct major weakness in the aforesaid internal control system.

6) The Company has not accepted any deposits from the public during the year within the meaning of section 58A and 58AA of the act and the rules framed therunder.

7) In our opinion, present coverage of internal audit together with the present internal control system is adequate and commensurate with the size of the Company and the nature of its business.

8) The central Government of the India has not prescribed the maintenance of the cost records under clause(d)of sub-section (1) of section 209 of the Act.

9) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

10) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11) Provident Fund dues have been regularly deposited with the appropriate authorities during the year. We have been informed that the provisions of Employees' State Insurance Act, 1948, are not applicable to the Company.

12) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

13) There are no undisputed amounts payable in respect of Income Tax, Wealth Tax and Sales-Tax outstanding as at 31st March, 2012 for more than six months from the date they became payable. The Company has no liability with regard to the payment of customs duty and excise duty.

14) The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash loss during the financial year ended on that date.

15) In our opinion and as per the explanations given to us, the Company has not charged any personal expenses to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

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

17) Other clauses of the said Order are not applicable to the Company.

For PANKAJ B. MEHTA & CO.

Chartered Accountants

(firm Regn. No. 107342W)

Sd/-

Place : Mumbai PANKAJ B. MEHTA

Dated: 16-05-2012 Proprietor

Membership No. 30048

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Mar 31, 2011

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

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

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

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

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

(b) In our opinion, proper Books of Account as required by Law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Books of Account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards as referred to in Section 211 (3c) of the Act;

(e) On the basis of the written representation received from the Directors as on March 31, 2011, and taken on record by the Board of Directors of the Company, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

(f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement, together with Significant Accounting Policies and other notes thereon and annexed thereto give in the prescribed manner the information required by the Act and also give a true and fair view in conformity, with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011 and

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph (3) of the Auditors' Report of even date to the members of Dhruv Estates Limited on the Financial statements for the year ended March 31, 2011)

1) The property under development of the Company have been physically verified by the management at the close of the year and in our opinion, the frequency of such verification is reasonable.

2) The Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties listed in the Register maintained under Section 301 of the 'Act' or from/to companies under the same management as defined under the Section 370 (1B) of the Act.

3) In our opinion and according to information and explanations given to us the transactions that need to be entered into the Register in pursuance of Section 301 of the Act, have been so entered.

4) The Company has given loan or advances in the nature of loans to other and interest free loan to employees and they are repaying the principal amount as stipulated.

5) 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.

6) The Company has not accepted any deposits from the public during the year.

7) In our opinion, present coverage of Internal Audit together with the present internal control system is adequate and commensurate with the size of the Company and the nature of its business.

8) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

9) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

10) Provident Fund dues have been regularly deposited with the appropriate authorities during the year. We have been informed that the provisions of Employees' State Insurance Act, 1948, are not applicable to the Company.

11) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

12) There are no undisputed amounts payable in respect of Income Tax, Wealth Tax and Sales-Tax outstanding as at 31st March, 2011 for more than six months from the date they became payable. The Company has no liability with regard to the payment of customs duty and excise duty.

13) The Company has no accumulated Losses as at March 31, 2011 and it has not incurred any cash loss during the financial year ended on that date.

14) In our opinion and as per the explanations given to us, the Company has not charged any personal expenses to revenue account other than those payable under contractual obligations or in accordance with generally ac- cepted business practice.

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

16) Other clauses of the said Order are not applicable to the Company.

For PANKAJ B. MEHTA & CO. Chartered Accountants. Sd/-

(PANKAJ B.MEHTA) Proprietor Membership No.30048 Place : Mumbai Date: 26-07-2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of DHRUV ESTATES LIMITED ("The Company") as at 31st March, 2010 and the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

(b) In our opinion, proper Books of Account as required by Law have been kept by the Company so far as appears from our examination of those books;

(C) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Books of Account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards as referred to in Section 211 (3c) of the Act;

(e) On the basis of the written representation received from the Directors as on March 31, 2010, and taken on record by the Board of Directors of the Company, none of the directors is disqualified as on March 31,2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

(f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement, together with Significant Accounting Policies and other notes thereon and annexed thereto give in the prescribed manner the information required by the Act and also give a true and fair view in conformity, with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

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

iii) in the case of the Cash Flow Statement, of the cash Flows for the year ended on that date,

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph (3) of the Auditors1 Report of even date to the members of Dhruv Estates Limited on the Financial statements for the year ended March 31, 2010)

1) The property under development of the Company have been physically verified by the management at the close of the year and in our opinion, the frequency of such verification is reasonable.

2) The Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties listed in the Register maintained under Section 301 of the Act or from/to companies under the same management as defined under the Section 370 (1B) of the Act.

3) In our opinion and according to information and explanations given to us, the transactions that need to be entered into the Register in pursuance of Section 301 of the Act, have been so entered.

4) The Company has given Interest free loan or advances in the nature of loans to employees and they are repaying the principal amount as stipulated.

5) 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.

6) The Company has not accepted any deposits from the public during the year.

7) In our opinion, present coverage of internal audit together with the present internal control system is adequate and commensurate with the size of the Company and the nature of its business.

8) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

9) In our opinion, and according to the information and explanations given to us, the Company has not given any guaranttee for loans taken by others from banks or financial institutions during the year.

10) Provident Fund dues have been regularly deposited with the appropriate authorities during the year. We have been informed that the provisions of Employees State Insurance Act, 1948, are not applicable to the Company.

11) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

12) There are no undisputed amounts payable in respect of Income Tax, Wealth Tax and Sales-Tax outstanding as at 31st March, 2009 for more than six months from the date they became payable. The Company has no liability with regard to the payment of customs duty and excise duty.

13) The Company has no accumulated Losses as at March 31, 2010 and it has incurred cash loss during the financial year ended on that date.

14) In our opinion and as per the explanations given to us, the Company has not charged any personal expenses to revenue account other than those payable under contractual obligations or in accordance with generally ac- cepted business practice.

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

16) Other clauses of the said Order are not applicable to the Company

For PANKAJ B. MEHTA & CO.

Chartered Accountants.

Sd/-

Place : Mumbai (PANKAJ B.MEHTA)

Date : 21-07-2010 Proprietor.

Membership No.30048