Auditor Report of Kamanwala Housing Construction Ltd.

Mar 31, 2025

We have audited the accompanying standalone Ind AS financial statements of Kamanwala Housing
Construction Limited ("the Company") which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including the statement of other comprehensive income), the Cash Flow
Statement and the Statement of Changes in Equity and for the year then ended, and notes to the Ind AS
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, except for
the effects of the matters disclosed in basis for Qualified Opinion paragraph, the aforesaid standalone Ind AS
financial statements give the information required by the Companies Act, 2013 as amended (''''the Act'''') in
the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025, and its Profits including other
comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on
Auditing (SAs) as 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 Ind AS 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 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 sufficient and appropriate to
provide a basis for our audit opinion on the standalone Ind AS financial statements.

The Company''s current assets include interest receivable balances amounting to Rs.212.44 Lakhs, in respect
of which direct confirmations from the respective parties have not been provided to us by the management of
the Company. In the absence of such direct confirmations from the parties or sufficient and appropriate
alternate audit evidence, we are unable to comment on the adjustments and changes in accordance with the
principles of Ind AS 1, Presentation of financial statements, if any, that may be required to the carrying value
of the aforementioned balances in the accompanying Financial Statements.

Key Audit Matters

Key audit matters (''KAM'') 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.

The Key Audit Matter	How the matter was addressed in our audit
1. Evaluation of uncertain tax positions: - The Company has uncertain tax positions including	Our audit procedures included the following:
matters under dispute which involves	•	Obtained details of pending income tax
judgment to determine the possible outcome		appeals.
of these disputes.	•	Assessed management''s estimate of the possible outcome of the disputed cases.
There are pending litigations which has been	•	Assessed the reason behind the pending
mentioned in Note No. 39 (A) - a) and b) to the		litigations.
Standalone Ind AS Financial Statements.	•	Based on our procedures, we also considered the adequacy of disclosures in
The litigations are with respect to dues of sales		respect of pending litigations and it is
tax which has not been deposited by the company on account of disputes.		disclosed accordingly.
2. Recoverability of loans / advances given to certain associated and other Parties:	Our audit procedures included the following:
	•	We have obtained and read Management''s
These parties have either been incurring losses		assessment for identification of Indicators of
or has pending litigation and therefore dues are overdue. Assessment of the recoverable amount		Impairment.
of the investments in and loans/advances	•	We performed test of controls over
including interest thereon has been identified as		impairment process through inspection of
a key audit matter due to:		evidence of performance of these controls.
• Significance of the carrying amount of	•	Assessed the impairment assessment made
these balances.		by the management and the assumptions used, with particular attention
• The calculation of certain credit		understanding the legal dispute, commercial
provisions for the Company is inherently judgmental. Impairment provisions (identified and unidentified) may not reflect recent developments in credit quality. • Changes to any of these assumptions could lead to material changes in the estimated recoverable amount, impacting both potential impairment charges and also potential reversals of impairment taken in prior years.		prospects of the recoverability.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises
the information included in the Annual report, but does not include the standalone Ind AS financial
statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the
other information and, in doing so, consider whether such other information is materially inconsistent with
the standalone financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with the governance for the Ind AS 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 Ind AS financial statements that give a true and fair view of
the financial position, financial performance, including other comprehensive income, cash flows and changes
in equity of the Company in accordance with the accounting principles generally accepted in India, including
the Indian accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies
(Indian Accounting standards) Rules, 2015, as amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate 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 standalone Ind AS financial statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS 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.

Those Board of Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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
standalone Ind AS financial statements.

A further description of the auditor''s responsibilities for the audit of the financial statements is included in

Annexure "A". This description forms part of our auditor''s report.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure "B"
a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

b. In our opinion, except for the effects of the matters disclosed in Basis for Qualified Opinion paragraph,
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 and proper returns adequate for the purposes of our audit.

c. The Balance Sheet, the Statement of Profit and Loss including the statement of Other Comprehensive
Income, the cash flow statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

d. In our opinion, except for the effects of the matters disclosed in Basis for Qualified Opinion paragraph,
the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,2015 as
amended.

e. On the basis of the written representations received from the directors as on 31st March, 2025 taken on
record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 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 Control with reference to these standalone
Financial Statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure C". Our report expresses an unmodified opinion on the adequacy and
operative effectiveness of the Company''s internal financial control over financial reporting.

g. With respect to the other matters to be included in Auditors report in accordance with the requirement
of section 197 (16) of the Act as amended in our opinion and to the best of our information and
according to explanation given to us the remuneration paid by the company to its directors of the
company during the year is in accordance with the provisions of section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigation on its financial position in its standalone

Ind AS Financial Statements - Refer note no.39A(a & b) to the Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts; as such the

question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any

sums to the Investor Education and Protection Fund. The question of delay in transferring such sums

does not arise.

iv. (a) The management has represented that, to the best of it''s knowledge and belief, other than
as disclosed in the notes to the accounts to the standalone Ind AS financial statements, 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 persons or
entities, 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, that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts of the standalone Ind AS Financial statements, no funds
have been received by the company from any persons or entities, 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; and

(c) Based on such audit procedures that were considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

(v) The Company has neither declared nor paid any dividend during the year.

(vi) Based on our examination, which included test checks, the Company has used accounting softwares
for maintain it books of account for the financial year ended March 31, 2025 which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares.

Further, we did not come across any instance of the audit trail feature being tampered with and the
audit trail has been preserved by the Company as per the statutory requirements for record
retention.

For VINOD KUMAR JAIN & CO
Chartered Accountants
FRN 111513W

Vinod Kumar Jain
Proprietor M. No. 36373
UDIN: 25036373BMIPQM3318
Place: Mumbai
Date: 30^th May, 2025

---

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of Kamanwala Housing
Construction Limited ("the Company") which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including the statement of other comprehensive income), the Cash Flow
Statement and the Statement of Changes in Equity and for the year then ended, and notes to the Ind AS
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, except
for the effects of the matters disclosed in basis for Qualified Opinion paragraph, the aforesaid standalone
Ind AS financial statements give the information required by the Companies Act, 2013 as amended (''''the
Act'''') in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its Losses
including other comprehensive income, its cash flows and changes in equity for the year ended on that
date.

Basis for Qualified Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards
on Auditing (SAs) as 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 Ind AS
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 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
sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial
statements.

The Company''s current assets include interest receivable balances amounting to Rs.294.12 Lakhs, in
respect of which direct confirmations from the respective parties have not been provided to us by the
management of the Company. In the absence of such direct confirmations from the parties or sufficient
and appropriate alternate audit evidence, we are unable to comment on the adjustments and changes in
accordance with the principles of Ind AS 1, Presentation of financial statements, if any, that may be
required to the carrying value of the aforementioned balances in the accompanying Financial Statements.

Key Audit Matters

Key audit matters (''KAM'') 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.

The Key Audit Matter	How the matter was addressed in our audit
1.Evaluation of uncertain tax positions:- The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. There are pending litigations which has been mentioned in Note No. 39 (A) - a) to d) to the Standalone Ind AS Financial Statements. The litigations are with respect to dues of Income tax, sales tax which has not been deposited by the company on account of disputes.	Our audit procedures included the following: • Obtained details of completed tax assessments and demand upto year ended March 31, 2024 from management. • Discussed with appropriate senior Management and evaluated Management''s underlying key assumptions in estimating the tax provisions. • Assessed management''s estimate of the possible outcome of the disputed cases. • Assessed the reason behind the pending litigations. • Based on our procedures, we also considered the adequacy of disclosures in respect of pending litigations and it is disclosed accordingly.
2.Recoverability of investments in and loans / advances given to certain associated and Joint venture and other Parties: The Company has investments in certain associates and joint ventures with a carrying value of Rs. 43.50 Lakhs. These parties have either been incurring losses or has pending litigation and therefore dues are overdue. Assessment of the recoverable amount of the investments in and loans/advances including interest thereon has been identified as a key audit matter due to: • Significance of the carrying amount of these balances. • The calculation of certain credit provisions for the Company is inherently judgmental. Impairment provisions (identified and unidentified) may not reflect recent developments in credit quality.	Our audit procedures included the following: • We have obtained and read Management''s assessment for identification of Indicators of Impairment. • We performed test of controls over impairment process through inspection of evidence of performance of these controls. • Assessed the impairment assessment made by the management and the assumptions used, with particular attention understanding the legal dispute, commercial prospects of the assets / projects.

• The assessment required management to make significant estimates concerning the estimated future cash flows, qualitative assessments of the status of the project and its future depending on balance work to be performed or approvals to be received, and growth rates based on management''s view of future business prospects. • Changes to any of these assumptions could lead to material changes in the estimated recoverable amount, impacting both potential impairment charges and also potential reversals of impairment taken in prior years.

3. Loans and advances to HDIL: The Company had provided loans and advances to HDIL which was written down to Rs.1205.6 Lakhs, out of which an amount of Rs.606.2 Lakhs has only been admitted as claim of the Company by the Resolution Professional. The management has written off the remaining amount of Rs.599.4 Lakhs as sundry balance written off in earlier years and the management expects to recover the amount of Rs.606.2 Lakhs being claim admitted by the Resolution Professional.

Our audit procedures included the following: Our predecessor have obtained and verified the list of claims from Operational Creditors admitted by the Resolution Professional of HDIL as on 13th August, 2020. Accordingly, the claim of the Company has been admitted in the category of operational creditors amounting to Rs.606.2 Lakhs.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual report 2023-24, but does not include the standalone
Ind AS financial statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read
the other information and, in doing so, consider whether such other information is materially inconsistent
with the standalone financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with the governance for the Ind AS 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 Ind AS financial statements that give a true and fair view
of the financial position, financial performance, including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the accounting principles generally accepted in
India, including the Indian accounting Standards (Ind AS) specified under section 133 of the Act, read with
the Companies (Indian Accounting standards) Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate 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 standalone Ind AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone Ind AS 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.

Those Board of Directors are also responsible for overseeing the company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 standalone Ind AS financial statements.

A further description of the auditor''s responsibilities for the audit of the financial statements is included
in Annexure "A". This description forms part of our auditor''s report.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure
"B" a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent
applicable.

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

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

b. In our opinion, except for the effects of the matters disclosed in Basis for Qualified Opinion paragraph,
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 and proper returns adequate for the purposes of our audit.

c. The Balance Sheet, the Statement of Profit and Loss including the statement of Other Comprehensive
Income, the cash flow statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

d. In our opinion, except for the effects of the matters disclosed in Basis for Qualified Opinion paragraph,
the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,2015 as
amended.

e. On the basis of the written representations received from the directors as on 31st March, 2024 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 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 Control with reference to these standalone
Financial Statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure C". Our report expresses an unmodified opinion on the adequacy and
operative effectiveness of the Company''s internal financial control over financial reporting.

g. With respect to the other matters to be included in Auditors report in accordance with the
requirement of section 197 (16) of the Act as amended in our opinion and to the best of our
information and according to explanation given to us the remuneration paid by the company to its
directors of the company during the year is in accordance with the provisions of section 197 of the
Act.

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

i. The Company has disclosed the impact of pending litigation on its financial position in its

standalone Ind AS Financial Statements - Refer note no.39A(a to d) to the Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts; as such the

question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer

any sums to the Investor Education and Protection Fund. The question of delay in transferring

such sums does not arise.

iv. (a) The management has represented that, to the best of it''s knowledge and belief, other
than as disclosed in the notes to the accounts to the standalone Ind AS financial
statements, 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 persons or entities, 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, that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts of the standalone Ind AS Financial statements, no funds
have been received by the company from any persons or entities, 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; and

(c) Based on such audit procedures that were considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

(v) The Company has neither declared nor paid any dividend during the year.

(vi) Based on our examination, which included test checks, the Company has used accounting
softwares for maintain it books of account for the financial year ended March 31, 2024 which has
a feature of recording audit trail (edit log) facility and the same has operated throughout the year
for all relevant transactions recorded in the softwares. Further, during the course of our audit we
did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rule, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of
audit trail as per the statutory requirements for record retention is not applicable for the financial
year ended March 31, 2024.

For VINOD KUMAR JAIN & CO.

Chartered Accountants,

FRN 111513W

Vinod Kumar Jain
Proprietor M. No. 36373
UDIN: 24036373BKAKAQ6407

Place: Mumbai

Date: 30^th May, 2024

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performance procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of 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 preparations and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required and read with note no. 34 recognising interest income of Rs. 2,10,64,000/-, note no. 35 considering interest income of Rs. 6,07,62,694/- for the period 14.06.2011 to 31.03.2014 and note no. 36 regarding non-availability of information of disclosure requirement under MSMED Act, 2006 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 Statement of Profit and Loss of the ''Profits'' of the Company for the year ended on that date; and

(c) In the case of 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 Section 227(4A) 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 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 of account.

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. I n our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the Directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

1) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, physical verification of major items of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its business.

(c) No Fixed Assets were disposed off during the year.

2) (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) I n our opinion, the procedure followed by the management for such physical verification is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of Inventories. No discrepancies were noticed on verification between physical Inventories and the books records.

3) (a) The Company has not granted secured or unsecured loans to any of the Companies covered in the register, maintained under Section 301 of the Companies Act, 1956, therefore Clause (3) (a),(b),(c) and (d) of Paragraph 4 of the Order are not applicable.

(b) The Company has taken unsecured loans from thirty parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year and maximum amount involved during the year was Rs. 54,00,69,329/- and the year end balance of loans taken from such parties was Rs. 48,21,58,726/-.

(f) Based on the information and explanation given to us, we are of the opinion that rate of interest and other terms and conditions of loans taken by the Company from such parties are prima-facie is not pre-judicial to the interest of the Company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

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

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

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

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed thereunder. Hence Clause (vi) of the Order is not applicable.

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

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

9) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues.

(b) According to information and explanation given to us there are no disputed dues in respect of sales tax, wealth tax, service tax, custom duty, excise duty and cess as at last day of the Financial Year.

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

12) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of Shares, Debentures and other Securities.

13) In our opinion the Company is not a Chit fund or a Nidhi/Mutual Benefit Fund/Society. Therefore Clause 4(XIII) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14) The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given Corporate Guarantee to any Bank.

16) In our opinion and according to the information and explanations given to us and the records examined by us, the term loans have been applied for the purposes for which they were obtained.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on short-term basis for long-term investments.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures.

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

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



Chartered Accountants Firm Registration No. : 106456W M. Mehta

Partner M. No.42990

Place : Mumbai Dated: 27th May, 2014.

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of KAMANWALA HOUSING CONSTRUCTION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Proft and Loss and Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the fnancial 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 fnancial 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 required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid fnancial statements give the information required and read with note no. 33 regarding disclosure requirement under MSMED Act, 2006 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 Statement of Proft and Loss of the ''Profts'' of the Company for the year ended on that date; and

(c) In the case of Cash Flow Statement, of the cash fows 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specifed 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 of account.

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

d. In our opinion, the Balance Sheet, the Statement of Proft and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act except AS-15 wherein liability towards gratuity payment has been provided is without actuarially valued.

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

ANNEXURE TO THE AUDITOR''S REPORT

1) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fxed assets.

(b) As per information and explanations given to us, physical verifcation of major items of fxed assets has been carried out in terms of the phased programme of verifcation of its fxed assets adopted by the Company and no material discrepancies were noticed on such verifcation. In our opinion the frequency of verifcation is reasonable having regard to the size of the Company and nature of its business.

(c) Fixed Assets disposed off during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of fxed assets has not affected the going concern status of the Company.

2) (a) The inventories have been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion, the procedure followed by the management for such physical verifcation is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of Inventory. No discrepancies were noticed on verifcation between physical Inventory and the books records.

3) (a) The Company has not granted secured or unsecured loans to any of the Companies covered in the register, maintained under Section 301 of the Companies Act, 1956, therefore Clause (3)(a)(b)(c)(d) of paragraph 4 of the Order are not applicable.

(b) The Company has taken unsecured loans from thirty parties covered in the register maintained u/s. 301 of the Companies Act, 1956 during the year and maximum amount involved during the year was Rs. 35,45,58,748/- and the year end balance of loan taken from such parties was Rs. 29,11,84,911/-.

(f) Based on the information and explanation given to us, we are of the opinion that rate of interest and other terms and conditions of loans taken by the Company from such parties are prima-facie not pre-judicial to the interest of the Company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

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

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

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

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Rules framed there under. Hence Clause (vi) of the Order is not applicable.

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

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s. 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

9) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues except in the following cases.

Sr. No. Statutory Dues Period/Due Amount Due Date Rs.

1. VAT AY 2012-13 7,22,889

2. Service Tax AY 2013-14 7,68,469

3. Income Tax AY 2007-08 1,69,763

AY 2008-09 2,32,727

According to the information and explanations given to us, no undisputed arrears of statutory dues except, above tabulated undisputed dues outstanding for more than six month as at 31st March, 2013 from the date they became payable.

(b) According to information and explanation given to us, there are no disputed dues in respect of sales tax, wealth tax, service tax, custom duty, excise duty and cess as at last day of the fnancial year.

10) The Company has no accumulated losses at the end of the fnancial year and it has not incurred any cash losses in the current and immediately preceding fnancial year.

11) According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment of dues to fnancial institutions or banks or debenture holders.

12) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of Shares, Debentures and other securities.

13) In our opinion the Company is not a Chit Fund or a Nidhi/Mutual Beneft Fund/Society. Therefore Clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14) The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has given Corporate Guarantee of Rs. 17,00,00,000/- to Bank for the Loan taken by a Firm in which the Company is Partner, the terms and condition whereof are not prima-facie prejudicial to the interest of Company.

16) In our opinion and according to the information and explanations given to us and the records examined by us, the term loans have been applied for the purposes for which they were obtained.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on short-term basis for long-term investments.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures.

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

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

M. Mehta

Partner M. No. 42990

For and on Behalf of MITTAL & ASSOCIATES Chartered Accountants

Firm Registration No. : 106456W

Place : Mumbai

Dated : 30th May, 2013.

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Mar 31, 2011

We have audited the attached Balance Sheet of KAMANWALA HOUSING CONSTRUCTION LIMITED as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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.

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, as amended by Companies (Auditor’s Report) (Amendment) Order, 2004 and on the basis of such checks of the books and records of the Company, as we considered appropriate, we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable.

Further to our comments in the Annexure referred to above, we report that:

i) 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.

ii) 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.

iii) The Balance Sheet and the Profit and Loss Account dealt with by this Report are in agreement with the books of account.

iv) In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred in Sub-section 3(c) of Section 211 of the Companies Act, 1956 except compliance with Accounting Standard – 15, Employees Retirement Benefits for the provision of gratuity.

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to notes appearing in Schedule ’19’ read together with significant Accounting Policies and other notes appearing elsewhere, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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 Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditors’ Report to the Members of KAMANWALA HOUSING CONSTRUCTION LIMITED, on the accounts for the year ended 31st March, 2011.

1) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its business.

(c) During the year the Company has not disposed off substantial fixed assets.

2) (a) The management has conducted physical

verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physical verification is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of Inventory. No discrepancies were noticed on verification between physical Inventory and the books of account.

3) (a) The Company has not granted secured or

unsecured loans to any of the Companies covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore Clause (3)(a)(b)(c)(d) of paragraph 4 of the Order are not applicable.

(e) The Company has taken loans from forteen parties covered in the register maintained u/s. 301 of the Companies Act, 1956 and maximum amount involved during the year was Rs. 1382.33 Lacs and the year end balance of loan taken from such parties was Rs. 1111.78 Lacs.

(f) The rate of interest and other terms and conditions of loans taken by the Company from such parties are prima facie is not pre- judicial to the interest of the Company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

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

5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00 Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Rules framed there under. Hence Clause (vi) of the Order is not applicable.

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

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s. 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

9) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no disputed dues in respect of sales tax, wealth tax, income tax, service tax, custom duty, excise duty and cess as at last day of the Financial Year.

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture- holders except in case of Indian Overseas Bank wherein the payment was due on March 31st, 2011, but was actually paid in April, 2011.

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

13) In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, Clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 is not applicable to the Company.

14) The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima-facie prejudicial to the interest of the Company.

16) In our opinion, the term loans have been applied for the purposes for which they were obtained.

17) On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on short-term basis for long-term investments.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures.

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

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

For MITTAL & ASSOCIATES Chartered Accountants FRNo. : 106456W

M. Mehta Partner M. No 42990 Place: Mumbai Dated: 11th August, 2011.

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Mar 31, 2010

We have audited the attached Balance Sheet of KAMANWALA HOUSING CONSTRUCTION LIMITED as at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto.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.

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.

1. As required by the Companies (Auditors Report) Order, 2003, and as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 (the Order) issued by the Central Government of India under sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to 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, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account; and

(d) In our opinion, the Profit & Loss Account, the Balance Sheet and Cash Flow Statement dealt with by this Report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

3. Directors Disqualification:

On the basis of the written representations received from Directors of the Company as at 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at 31st March,2010 from being appointed as a Director in terms of Section 274 (1) (g) of the Companies Act, 1956.

4. Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the Profit and Loss Account, of the profit of the Company 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 1 of our Report of even date)

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

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

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

(ii) (a) As explained to us, the inventories have been physically verified by the management at regular intervals during the year.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of Inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancy noticed on physical verification of inventories as compared to the book record.

(iii) (a) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion and according to the explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(c) In respect of the loans granted, other than as mentioned in Clause iii (a), the payment of principal amount and interest are regular. In respect of the loan taken, the payment of principal amount and interest are regular.

(d) There is no overdue amount in respect of loans taken by the Company. In respect of loans given by the Company, these are repayable on demand and therefore, takes reasonable steps where over dues are more than rupees one lac.

(iv) In our opinion and according to the explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of flats. During the course of our audit, we have not observed any major weakness in internal controls.

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us and excluding certain transactions of purchase of goods and material of special nature for which alternate quotations are not available, where each of such transactions is in excess of Rs.5.00 Lacs in respect of any part, in our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the explanations given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

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

viii) As information given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

(ix) (a) According to the records of the Company and information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, E.S.I., Income-tax, Sales-tax, Wealth-tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year.

(b) According to the records of the Company and information and explanations given to us, there are no dues to Sales-tax, Customs Duty, Wealth- tax, Excise Duty or Cess outstanding.

(x) The Company has not accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

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

(xii) In our opinion and according to the information and explanations given to us, no loan has been granted by the Company on the basis by way of pledge of shares, debentures or other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions, whereof, in our opinion, are prima facie, prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us, the funds raised on short-term basis have not been used for long term investment and vice versa.

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

(xix) The Company has not created any securities in respect of debentures as no debentures have ever been issued by the Company.

(xx) The Company has not raised money by any public issues during the year and, hence, the question of disclosure and verification of end use of such money does not arise.

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

For VIMAL PUNMIYA & CO., Chartered Accountants,

Place: Mumbai Dated: 31st July, 2010. VIMAL C. PUNMIYA Proprietor. M. No. 16574