Management's Responsibility for the financial statements

Management is responsible for preparation of these financial statements that give a true and fair review of the financial position financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including Accounting Standards referred to in sec. 133 of the Companies Act, 2013 "the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes the design, implementation and maintenance of internal controls 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 Auditing and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.

We conducted our auditing accordance with the Standards on Auditing specified u/s. 143(10) of the Act. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risk 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 whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

BASIS FOR QUALIFIED OPINION

Attention is invited to Note No. 1 regarding of valuation of work-in - progress at Vevji, Umargaon site at Direct Cost Plus Borrowing Cost, for which no direct nexus for deployment of fund borrowed is established, which is not in conformity with the requirement of accounting standards i.e. AS-2, AS-7 and AS-16 issued by the Institute of Chartered Accounts of India. Had the company not included the borrowing cost in valuation of stock the profit for the year would have been lower by Rs.427.48 lacs and value of current assets would be lower by Rs.427.48 lacs

Attention is invited to Note No. 2 regarding of Sales of Flats/Apartments of Akansha Flats, scheme at Vevji, Umargam, Dist. Thane Maharashtra, sales is accounted at the time of giving possession to the purchasers. However, in view of the provisions of Maharashtra Ownership of Flats Act, 1963, company has to form either co. op. Society or a Company and execute sale deed in favour of society/ company. Company has booked sales in the books of accounts on giving possession to the buyers of the flats. Company has not recovered the contribution from the members for the proposed society as stipulated in the Agreement for Sale.

Attention is invited to Note No. 3 advance payment of Rs.300.00 lacs a.gainst an a.greement of Rs.486.00 lacs with related party during the year under review without prior approval of members by way of a special resolution.

Attention is invited to Note No. 4 rega.rding Rs. 220.55 lacs received as advance for land in earlier years which is not considered as Deposit within the meaning of Sec. 73 of the Act read together with Rule 2 (12)(d).

Attention is invited to Note No. 5 regarding No Provision for Bad and Doubtful Interest free loans of Rs.69.07 lacs given in earlier years.

Attention is invited to Note No. 8 regarding non provision of Leave Enca.shment which is not in conformity with Accounting Standard AS- 15 issued by the Institute of Chartered Accountants of India.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid stand alone financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March 2015 and its' Profit and its cash flow for the year ended on that date.

Other Matter

Report on other legal and regulatory requirement.

1. As required by the Companies ( Auditor's Report) Order 2015 ( "the Order" issued by the Central Government of India in the terms of sub - sec.(11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 & 4 of the Order to the extent applicable.

2. As required by sec. 143(3) of the Companies Act, 2013 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) Except for the effect of the matter described in sub para-1 of the Basis Of Qualified Opinion paragraph, in our opinion proper books of account, as required by law, have been kept by the Company so fat as appears from our examination of those books.

(c) The balance sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report, are in agreement with the books of accounts.

(d) Except for the effect of the matter described in sub - para 1 to 8 of the Basis of Qualified Opinion paragraph above, In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The company has disclosed the impact of pending litigations on its financial statements.

ii. The company has made provisions as required under the applicable laws for accounting standards for material foreseeable losses on long term contracts

iii. There were no amount which are required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDIT REPORT

1. (a) The company has updated fixed assets register to show full particulars including quantitative details and situation of its fixed assets and reconciling the same with general ledger.

(b) According to the information and explanations given to us all the assets have been physically verified by management at the end of the year which in our opinion, is reasonable having regard to the size and nature of its business. We have been informed that no material discrepancies were noticed on such verification.

2. (a) The inventory includes Land including Banakhat rights in Land, Completed Building, Construction work in progress and development material. Physical verification of these inventories have been conducted at the year end by the management. The frequency of such verification is required to be Strengthen.

(b) Company has given contract for construction work including labour and material and hence no stock of materials is required to be maintained. Regarding other materials the same is treated as directly consumed as and when purchased. Hence the company is not required to maintain any stock records and its question of its physical verification does not arise.

3. In our opinion and according to the information and explanations given to us there is adequate internal control procedure commensurate with the size of the company and nature of its business regard to awarding contracts, purchases of materials, fixed assets. sale of goods and services. During the course of our audit, we have not observed continuing failure to correct major weaknesses in internal controls.

4. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and rules framed there under. However amount received as advance for sale of Land or contribution from members is not considered as Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Rule 2(XII)(d).

5. We have been informed by the management, no cost audit records has been prescribed under section 148(1) of the Companies Act, 2013 in respect of products of the company.

6. Company is not depositing Provident Fund Dues with appropriate authorities in time. Provident Fund Dues (Both employees and employer's Contribution are still payable for the period from Sept.14 to March 15) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Value Added Tax, Excise Duty, Custom Duty, Service Tax, Sales Tax and other statutory dues applicable to company were in arrears, as at 31/03/2015 for a period of more than six months from the date become payable.

7. In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution.

8. In our opinion, the company has given guarantee to a The Vijay Co- Operative Bank Ltd., Tata Capital Financial Services Ltd. for advances taken by a firm M/s. B Nanji in which Company is a partner.

9. The loans have been applied for the purpose for which they were raised.

10. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

                                                 FOR ATUL DALAL & CO.
                                                 CHARTERED ACCOUNTANTS
                                                 (Firm Reg. No.100760W)

AHMEDABAD
MAY 15, 2015                                      ATUL J. DALAL
                                                  PROPRITER
                                                  MEM. NO.14665