INDIABULLS HOUSING FINANCE Auditors Report

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of INDIABULLS HOUSING FINANCE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act.

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

Auditor’s Responsibility

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

In conducting 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 of the standalone financial statements 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash 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 prescribed under section 133 of the Act.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 litigations on its financial position in its standalone financial statements - Refer Note 29(a), (b) and (d) to the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards for material foreseeable losses on long-term contracts including derivative contracts - Refer Note 26(1) to the financial statements.

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

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures performed and the information and representations provided to us by the management we report that the disclosures are in accordance with the books of account and records maintained by the Company and as produced to us by the management, except for the amounts stated in note 40(1) and 40(3) to the financial statements where we are unable to obtain sufficient and appropriate audit evidence to report.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section 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.

b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except the following:

1. Freehold land located at Lal Dora Village. of Bijwasan, New Delhi, having carrying amount of Rs.1,131,270 as at March 31, 2017, mortgaged as security towards Secured Non-Convertible Debentures issued by the Company.

2. Freehold land located at District. Mehsana, Ahmedabad, having carrying amount of Rs.912,000 as at March 31, 2017, mortgaged as security towards Secured Non-Convertible Debentures issued by the Company.

wherein, the title deeds are in the name of Indiabulls Financial Services Limited, (erstwhile Holding Company) that was merged with the Company under Section 391 to 394 of the Companies Act, 1956 in terms of the approval of the Honourable High Court of judicature.

Further, based on the information and explanations given to us, immovable property consisting of a freehold land and a flat (building) whose title deeds have been mortgaged as security towards Secured Non-Convertible Debentures issued by the Company and are held in the name of the Company.

ii. The Company does not have any inventory and hence reporting under clause (ii) of the Order is not applicable.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable. The Company being a housing finance company, nothing contained in section 186, except sub-section (1), shall apply.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

vi. Having regard to the nature of the Company’s business / activities, reporting under clause (vi) of the Order pertaining to maintenance of cost records is not applicable.

vii. According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Service Tax, cess and other material statutory dues applicable to it to the appropriate authorities. During the year, there were no dues payable in respect of Sales Tax, Value Added Tax, Customs Duty and Excise Duty.

b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

c) Details of dues of Income-tax and Value Added Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates	Amount Involved (Rs.)	Amount Unpaid (Rs.)
The Income- Tax Act, 1961	Disallowance u/s. 14A	High Court of Delhi	Year ended March 31, 2008	2,414,210	2,414,210
The Income- Tax Act, 1961	Disallowance u/s. 14A	Supreme Court	Year ended March 31, 2009	12,301,239	12,301,239
The Income- Tax Act, 1961	Disallowance u/s. 14A	Income Tax Appellate Tribunal	Year ended March 31, 2011	12,737,519	12,737,519
The Income- Tax Act, 1961	Disallowance u/s. 14A and 32(1)	Commisioner Income Tax (Appeals)	Year ended March 31, 2013	764,126	764,126
The Rajasthan Value Added Tax Act, 2003	Disallowance u/s. 25, 55, 56 & 61	Rajasthan High Court	Year ended March 31, 2008 to October 31, 2012	14,505,873	6,206,103

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and dues to debenture holders. During the year the Company has not taken any loans or borrowings from Government.

ix. In our opinion and according to the information and explanations given to us, money raised by way of public offer for debt instrument and the term loans have been applied by the Company during the year for the purposes for which they were raised, other than temporary deployment pending application of proceeds. During the year, the Company has not raised moneys by way of initial public offer or further public offer.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

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

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

A. Siddharth

Partner

(Membership No. 31467)

MUMBAI, April 24, 2017

We have audited the accompanying standalone financial statements of
INDIABULLS HOUSING FINANCE LIMITED ("the Company"), which comprise the
Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss,
the Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included
in the audit report under the provisions of the Act and the Rules made
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 the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flows for the year
ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the
financial statements:

We refer to Note 4(1) to the financial statements which, describes the
accounting treatment used by the Company in creating the Deferred Tax
Liability on Special Reserve under section 36(1)(viii) of the Income
Tax Act, 1961 as at 1st April, 2014, which is in accordance with the
NHB''s Circular No. NHB (ND)/DRS/Pol. Circular No. 62/2014 dated 27th
May, 2014.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 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 position in its financial statements - Refer Note 30 to the
financial statements;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses on
long-term contracts including derivative contracts - Refer Note 27(1)
to the financial statements;

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

Annexure to the Independent Auditor?s Report

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)

i. Having regard to the nature of the Company''s
business/activities/results, during the year, clauses (ii) and (vi) of
paragraph 3 of the Order are not applicable to the Company.

ii. In respect of its fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain fixed
assets were physically verified by the Management during the year.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification.

iii. According to the information and explanations given to us, the
Company has opening balance towards unsecured loan granted to a wholly
owned subsidiary covered in the Register maintained under Section 189
of the Companies Act, 2013. However, during the year, the wholly owned
subsidiary ceased to be covered under Section 189 of the Companies Act,
2013.

iv. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
fixed assets and the sale of services. There were no transactions in
respect of purchase of inventory and sale of goods during the year.
During the course of our audit, we have not observed any major weakness
in such internal control system.

v. According to the information and explanations given to us, the
Company has not accepted any deposit from the public during the year
within the meaning of Sections 73 to 76 or any other relevant
provisions of the Companies Act, 2013.

vi. According to the information and explanations given to us, in
respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'' State Insurance,
Income-tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, Cess
and other material statutory dues applicable to it with the appropriate
authorities. During the year there were no dues payable in respect of
Customs Duty and Excise Duty.

(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax,
Service Tax, Value Added Tax, Cess and other material statutory dues in
arrears as at 31st March, 2015 for a period of more than six months
from the date they became payable.

(c) Details of dues of Income-tax and Value Added Tax which have not
been deposited as on 31st March, 2015 on account of disputes are given
below.

Name of Statute Nature of Forum where
Dues Dispute is pending

The Income- Commissioner of
Tax Act, 1961 Income Tax Income tax (Appeals)

The Income- Commissioner of
Tax Act, 1961 Income Tax Income tax (Appeals)

The Income- Commissioner of
Tax Act, 1961 Income Tax Income tax (Appeals)


The Rajasthan Rajasthan Tax
Value Added Sales Tax (VAT) Board Ajmer
Tax Act, 2003

Name of Statute Period to which the Amount involved
amount relates (Rs.)
The Income-
Tax Act, 1961 Year ended 2,414,210
31st March, 2008

The Income-
Tax Act, 1961 Year ended 12,301,239
31st March, 2009

The Income-
Tax Act, 1961 Year ended 11,625,706
31st March, 2012

The Rajasthan Years ended
Value Added 31st March, 2008 to 14,505,873
Tax Act, 2003 31st March 2013

There are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty
and Cess which have not been deposited as on 31st March, 2015 on
account of disputes.

d) The Company has been regular in transferring amounts to the Investor
Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made
thereunder within time.

vii The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial year.

viii. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
financial institutions, banks and debenture holders.

ix. According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.

x. In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained, other than
temporary deployment pending application.

xi. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm''s Registration No. 117366W/W-100018)


A. Siddharth
Partner
(Membership No. 031467)
MUMBAI, 24th April, 2015

We have audited the accompanying financial statements of INDIABULLS
HOUSING FINANCE LIMITED ("the Company"), 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 the
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") (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs) and in accordance with the accounting principles generally
accepted in India. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that 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 issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the 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 Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government 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 it appears from our examination of
those books.

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs).

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

Annexure to The Independent Auditors'' Report

To The Members of Indiabulls Housing Finance Limited (Referred to in
paragraph 1 under ''Report on Other Legal and Regulatory Requirements''
section of our report of even date)

i. Having regard to the nature of the Company''s business / activities /
results, during the year, clauses (ii), (viii) and (xiii) of paragraph
4 of the Order are not applicable to the Company.

ii. In respect of its fixed assets:

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

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

(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.

iii. In respect of loans, secured or unsecured, granted by the Company
to companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, according to the
information and explanations given to us:

(a) The Company has granted loans to two companies. At the year-end,
the outstanding balance of such loans granted aggregated to Rs.
49,400,000 from one company and the maximum amount involved during the
year was Rs. 1,434,000,000 from two companies.

(b) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie not prejudicial to the interest of the
Company.

(c) The receipts of principal amounts and interest have been regular /
as per stipulations.

(d) There is no overdue amount in excess of Rs. 1 lakh remaining
outstanding as at the year-end.

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

iv. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
fixed assets and the sale of services. There were no transactions in
respect of purchase of inventory and sale of goods during the year.
During the course of our audit, we have not observed any major weakness
in such internal control system.

v. In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time, other than certain purchases and sale of
services, which are of a special nature for which comparable quotations
are not available.

vi. According to the information and explanations given to us, the
Company has not accepted any deposit from the public during the year
within the meaning of Sections 58A, 58AA or any other relevant
provisions of the Companies Act, 1956.

vii. In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.

viii. According to the information and explanations given to us in
respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax
(VAT), Wealth Tax, Service Tax, Cess and other material statutory dues
applicable to it with the appropriate authorities. During the year
there were no dues payable in respect of Customs Duty and Excise Duty.

(b) There were no undisputed amounts payable in respect of Provident
Fund, Investor Education and Protection Fund, Employees'' State
Insurance, Income-tax, Sales Tax (VAT), Wealth Tax, Service Tax, Cess
and other material statutory dues in arrears as at 31st March, 2014 for
a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax and Sales Tax (VAT) which have not
been deposited as on 31st March, 2014 on account of disputes are given
below.

Name of Nature Forum where
Statute of Dues Dispute is
pending relates

The Income- Income- Commissioner
Tax Act, Tax of Income tax
1961 (Appeals)

The Income- Income- Commissioner
Tax Act, Tax of Income tax
1961 (Appeals)

The Sales Rajasthan
Rajasthan Tax Tax Board,
Value Added (VAT) Ajmer
Tax Act, 2003


Name of Statue Period to Amount
to which involved
the amount (Rs.)

The Income-
Tax Act,
1961 Year ended 2,414,210
31st March,
2008

The Income-
Tax Act,
1961 Year ended 17,807,253
31st March,
2010

The
Rajasthan
Value Added
Tax Act, 2003 Years ended 14,505,873
31st March,
2008 to
31st March, 2013

There are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty
and Cess which have not been deposited as on March 31, 2014 on account
of disputes.

ix. The Company does not have any accumulated losses as at the end of
the financial year. The Company has not incurred cash losses in the
financial year covered by our audit and the immediately preceding
financial year.

x. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
financial institutions, banks and debenture holders.

xi. In our opinion, the Company has maintained adequate documents and
records where it has granted loans and advances on the basis of
security by way of pledge of shares and debentures. The Company has not
granted loans and advances on the basis of security by way of pledge of
any other securities.

xii. Based on our examination of the records and evaluation of the
related internal controls, the Company has maintained proper records of
the transactions and contracts in respect of its dealing in securities,
debentures and other investments and timely entries have been made
therein. The aforesaid securities have been held by the Company in its
own name. The Company has not dealt in Shares during the year.

xiii. In our opinion and according to the information and explanations
given to us, during the year, the Company has not provided guarantees
for loans taken by others from banks and financial institutions.

xiv. In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained, other than
temporary deployment pending application.

xv. According to the information and explanations give to us and on the
basis of the maturity profile of assets and liabilities with a maturity
profile of one year, as given in the Asset Liability Management Report,
liabilities maturing in the next one year are not in excess of the
assets of similar maturity.

xvi. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares during the
year to parties and companies covered in the Register maintained under
Section 301 of the Companies Act, 1956.

xvii. According to the information and explanations given to us, during
the period covered by our audit report, the Company had issued 37,033
Secured Redeemable Non-Convertible Debentures (NCDs) of Face Value
Rs.1,000,000 each. The Company has created security in respect of the
debentures issued except, as at the year-end, the Company is in the
process of creating the charge / security on assets for 9,653 NCDs of
Face Value Rs. 1,000,000 each.

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

xix. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company was noticed or reported during the year, although there
have been few instances of loans becoming doubtful of recovery
consequent upon fraudulent misrepresentation by borrowers, the amounts
whereof are not material in the context of the size of the Company and
the nature of its business and which have been provided for.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm''s Registration No. 117366W/W-100018)

A. Siddharth

Partner

(Membership No. 031467)

MUMBAI, 23rd April, 2014