We have audited the attached Balance Sheet of Ashiana Housing Limited
 as at 31st March 2011, and also the Profit and Loss Account and the
 Cash Flow Statement for the year ended on that date annexed thereto in
 which is incorporated the accounts of erstwhile Ashiana Retirement
 Villages Limited amalgamated with the Company w.e.f. 1st April, 2010 in
 terms of the Scheme of Amalgamation sanctioned by the Honble High
 Court, Kolkata vide their Order dated 21st March, 2011. 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 have conducted our audit in accordance with the 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 issued
 by the Central Government of India in terms of 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:
 
 (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, Profit and Loss Account and Cash Flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) Subject to our comments hereinafter, the Balance Sheet, Profit and
 Loss Account and Cash Flow Statement dealt with by this report comply
 with the accounting standards referred to in sub-section (3C) of
 section 211 of the Companies Act, 1956;
 
 (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 read with significant
 Accounting Policies and Notes to the Accounts, give the information
 required by the Companies Act, 1956, in the manner so required and
 subject particularly to note no 6 on schedule 24 regarding change in
 method of Accounting for recognition of Revenue in respect of Real
 Estate Projects, having no impact on the profit for the year, 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 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 for the year
 ended 31st March, 2011.
 
 1 (a) The company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) According to the information and explanation given to us, all the
 fixed assets and capital work in progress have not been physically
 verified by the management during the year but there is a regular
 program of verification which, in our opinion, is reasonable having
 regard to the size of the Company and nature of its assets. As
 explained, no material discrepancies were noticed on such verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has not disposed substantial part of its fixed
 assets during the year.
 
 2 (a) According to the information and explanations given to us, the
 management has physically verified the inventory during the year. In
 our opinion, the frequency of verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventories followed by the management are reasonable and adequate in
 relation to the size of the company and the nature of its business.
 
 (c) On the basis of our examination of the records of inventory, we are
 of the opinion that the company is maintaining proper records of
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material.
 
 3 (a)The Company has granted unsecured loan to one company covered in
 the Register maintained under Section 301 of the Companies Act, 1956.
 The maximum amount involved during the year and year end balance of
 loan given to such company was Rs. 4 lakhs.
 
 (b) In our opinion the terms and conditions on which interest free loan
 has been given to the company listed in the register maintained under
 Section 301 of the Companies Act, 1956 is, prima facie, not prejudicial
 to the interest of the company.
 
 (c) The company is regular in receiving the principal amounts as per
 stipulation.
 
 (d) As explained to us there is no overdue amount of loan given to the
 company listed in the register maintained under section 301 of the
 Companies Act, 1956.
 
 (e) The company has not taken any unsecured loans from companies,
 parties or other concern covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 4 In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory and fixed assets and
 with regard to the sale of constructed units and services. During the
 course of our audit, we have not observed any continuing failure to
 correct major weakness in internal controls.
 
 5 (a) According to the information and explanations given to us, we are
 of the opinion that the particulars of contracts and arrangements
 referred to in Section 301 of the Companies Act, 1956 that need to be
 entered into the register maintained under that Section have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions that were made in pursuance of contracts
 or arrangements that need to be entered into the register maintained in
 pursuance of Section 301 of the Companies Act, 1956 and aggregating
 during the year to Rs. 5,00,000/- or more, in respect of each party,
 have been made at prices which are reasonable having regard to the
 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.
 
 7 In our opinion, the company has an internal audit system commensurate
 with the size and nature of its business.
 
 8 As informed to us maintenance of cost records under Section 209 (1)
 (d) of the Companies Act, 1956 is not applicable to the company.
 
 9 (a) According to the records of the company, generally 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 material statutory dues,
 as applicable, and no such statutory dues were outstanding as at the
 last day of the financial year under review for a period of more than
 six months from the date they became payable.
 
 (b) There are no dues of Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty and Cess, as
 
 applicable, which have not been deposited on account of any dispute
 except as detailed below:
 
 Name of the     Nature of   Amount     Relating to   Forum where
 Statute the     Dues        Rs.        the year      dispute is pending
                            (Lakhs)
 
 Income Tax     Income Tax    7.51      1989-1990     Appellant
 Act, 1961                                            Tribunal and
                                                      Asst.
                                                      Commissioner of
                                                      Income Tax
 
 10 The company does not have accumulated losses. The company has not
 incurred any cash losses during the financial year covered by our audit
 and the immediately preceding financial year.
 
 11 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, bank or debenture holder.
 
 12 As per information and explanations provided to us the company has
 not granted any loans and advances 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.
 
 14 The company is not dealing or trading in shares, securities,
 debentures and other investments. However, Investments of the Company,
 except investments transferred to the company on amalgamation of
 erstwhile Ashiana Retirement Villages Limited, are held in its own
 name.
 
 15 According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 Banks or Financial Institutions as at the close of the year.
 
 16 The Company has not taken any Term Loan during the year concerned.
 
 17 According to the information and explanations given to us and on an
 overall examination of the balance sheet of the company, we report that
 the no funds raised on short- term basis have been used for long-term
 investment except permanent working capital.
 
 18 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.
 
 19 During the period covered by our audit report, the company has not
 issued any debentures.
 
 20 The company has not raised money by public issues during the
 financial year concerned.
 
 21 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 B. CHHAWCHHARIA & Co.  
                                                Chartered Accountants
 
                                                      (Vinit Bagaria)
                                                              Partner
                                        Firm Registration No: 305123E
                                            Membership Number: 500872
 
 Place: New Delhi 
 Date : 26th May, 2011