1.  We have audited the attached Balance Sheet of Parsvnath Developers
 Limited (the Company) as at 31 March, 2011, the Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date, both annexed thereto. These financial statements are the
 responsibility of the Company''s management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material 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 the significant estimates
 made by management, as well as evaluating the overall financial
 statement presentation.  We believe that our audit provides a
 reasonable basis for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (CARO)
 issued by the Central Government of India in terms of Section 227(4A)
 of the Companies Act, 1956, we enclose in the Annexure a statement on
 the matters specified in paragraphs 4 & 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:
 
 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 Profit and Loss Account 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 Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 e.  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 31 March, 2011;
 
 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 of the
 Company for the year ended on that date.
 
 5. On the basis of written representations received from directors, as
 on 31 March, 2011 taken on record by the Board of Directors, none of
 the Directors is disqualified as on 31 March, 2011 from being appointed
 as a director in terms of Section 274(1)(g) of the Companies Act, 1956.
 
 Annexure To The Auditors'' Report
 (Referred to in paragraph 3 of our report of even date)
 
 (i) Having regard to the nature of the Company''s business/
 activities/result clauses (x) and (xiii) of CARO are not applicable.
 
 (ii) In respect of its fixed assets:
 
 a.  The Company has generally maintained proper records showing full
 particulars, including quantitative details and situation of the fixed
 assets, except in respect of shuttering and scaffolding wherein, as
 informed to us, it is not practicable to record quantitative details in
 the fixed assets register.
 
 b.  According to the information and explanations given to us, the
 Company has a programme of physically verifying its fixed assets in a
 phased manner designed to cover all assets over a period of two years,
 which in our opinion is reasonable having regard to the size of the
 Company and the nature of its business. In accordance with this
 programme, the Management has, other than shuttering and scaffolding,
 carried out a physical verification of fixed assets during the year and
 no material discrepancies were noticed on such verification. In respect
 of Shuttering and Scaffolding, the discrepancies, if any, can not be
 determined.
 
 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 its inventory:
 
 a.  Inventory comprises finished flats and projects under construction
 / development (work-in-progress). As explained to us, the inventories
 were physically verified during the year by the management at
 reasonable intervals.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c. In our opinion and according to the information and explanations
 given to us, the company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) In respect of loans, secured or unsecured, granted by the Company
 to companies, firms or other parties covered in the Register under
 Section 301 of the Companies Act, 1956, according to the information
 and explanations given to us:
 
 a.  The Company has granted unsecured loans aggregating Rs.915.98 lacs
 to two Companies (its subsidiaries) during the year. At the year-end,
 the outstanding balances of such loans (to four companies) aggregated
 Rs.5,752.64 lacs and the maximum amount involved during the year was
 Rs.10,242.90 lacs (Nine Companies).
 
 b.  The above-mentioned loans are non-interest bearing.  In our opinion
 and according to the information and explanations given to us, other
 terms and conditions of such loans given by the Company are prima
 facie, not prejudicial to the interest of the Company.
 
 c.  The aforesaid loans given by the Company are repayable on demand
 and there is no repayment schedule. Therefore, the question of
 repayment being regular does not arise.
 
 d.  Since the loans are repayable on demand, the question of overdue
 amount does not arise.
 
 In respect of loans, secured or unsecured, taken by the Company from
 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 taken loans aggregating Rs.16,296.68 lacs from a
 director, a relative of the director and a Company covered in the
 register maintained under Section 301 of the Companies Act, 1956. At
 the year- end, the outstanding balance of such loans taken aggregated
 Rs.876.96 lacs and the maximum amount involved during the year was
 Rs.10,027.19 lacs.
 
 b.  The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie, not prejudicial to the interests of
 the Company.
 
 c.  Since the aforesaid loans taken by the Company are repayable on
 demand and there is no repayment schedule, the question of repayment
 being regular does not arise.
 
 (v) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that it is not feasible
 to obtain comparable alternative quotations for purchase of land for
 sale or development, there is an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory and fixed assets and the
 sale of goods and services. During the course of our audit, we have not
 observed any major weaknesses in internal control system.
 
 (vi) 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 of the Companies Act, 1956 that need 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 lacs 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.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Section
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposit) Rules, 1975 with regard
 to deposits accepted from the public. According to the information and
 explanations given to us, no order has been passed by the Company Law
 Board or the National Company Law Tribunal or the Reserve Bank of India
 or any Court or any other Tribunal.
 
 (viii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (ix) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under clause (d) of sub-section (1) of Section 209 of the Companies
 Act, 1956 for any of the products of the Company.
 
 (x) According to the information and explanations given to us and the
 records of the Company examined by us:
 
 a.  The Company is regular in depositing its undisputed statutory dues
 pertaining to Wealth Tax. There have been delays in deposit of
 statutory dues in respect of Provident Fund, Employees'' State
 Insurance, Income Tax, Sales Tax and Cess with the appropriate
 authorities during the year. There are no undisputed amounts payable in
 respect of these statutory dues other than installments of advance
 Income Tax of Rs.1031.19 lacs, which remained outstanding as at 31
 March 2011 for a period of more than six months from the date it became
 payable. We are informed that the Company''s operations, during the
 year, did not give rise to any liability for Excise Duty, Custom Duty
 and Investor Education and Protection Fund and no Service Tax is
 required to be deposited due to input credit availed by the Company.
 
 b.  The dues of Sales Tax which have not been deposited by the Company
 on account of various disputes are as follows:
 
 Name of Statute  Nature of   Amount   Period to which 
                                          the amount   Forum where the
                                                       dispute is 
                                                       pending
                  Dues        Demanded  relates
                              (Rs. in
                                 lacs)
 
 UP Trade Tax 
 Act, 1948        Trade Tax     37.52   2003-2004      Additional 
                                                       Commissioner
                                                       (Appeals),
                                                       Moradabad
 
 UP Trade Tax 
 Act, 1948        Trade Tax  1,267.22   2004-2005      Additional 
                                                       Commissioner
                                                       (Appeals),
                                                       Moradabad
 
 UP Trade Tax 
 Act, 1948        Trade Tax  2,014.50   2006-2007      Additional
                                                       Commissioner
                                                       (Appeals),
                                                       Moradabad
 
 UP Trade Tax 
 Act, 1948        Trade Tax  1,836.30   2007-2008      Additional
                                                       Commissioner
                                                       (Appeals),
                                                       Moradabad
 
 Uttar Pradesh 
 Value            Value 
                  added        537.60   2007-2008      Additional
                                                       Commissioner
                                                       (Appeals),
 Added Tax Act, 
 2008             Tax                                  Moradabad
 
 Central Sales 
 Tax              Central        0.80   2007-2008      Additional
                                                       Commissioner 
                                                       (Appeals),
 Act, 1956        SalesTax                             Moradabad
 
 We are informed that there are no dues in respect of Income Tax, Wealth
 Tax, Service Tax, Excise Duty and Custom Duty which have not been
 deposited on account of any dispute.
 
 (xi) Based on the examination of the books of account and related
 records and according to the information and explanations given to us,
 93 instances of delays were noted in repayment of dues to the banks
 ranging from 1 day to 151 days with amounts varying from Rs.24.26 lacs
 to Rs.1,250.00 lacs and 37 instances of delays were noted ranging from
 7 day to 214 days with amounts varying from Rs.100.00 lacs to
 Rs.1,250.00 lacs in repayment of dues to financial institutions.  In
 our opinion and according to the information and explanations given to
 us, the Company has not defaulted in repayment of dues to debenture
 holders.
 
 (xii) According to the information and explanations given to us and
 based on documents and records examined by us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by its subsidiary companies are not prima facie
 prejudicial to the interests of the Company.
 
 (xv) Based on the examination of the books of account and related
 records and according to the information and explanations given to us,
 the term loans have been applied for purpose for which they were
 obtained, other than temporary deployment pending application.
 
 (xvi) According to the information and explanations provided to us and
 on an overall examination of the Balance Sheet of the Company, we
 report that funds raised on short-term basis have prima facie, not been
 used during the year for long term investment.
 
 (xvii) 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.
 
 (xviii) The Company has created securities in respect of secured
 non-convertible debentures issued.
 
 (xix) We have verified the end use of the money raised through
 ''Qualified Institutional Placement'' (QIP) as disclosed in Note 8b of
 Schedule ''T'' forming part of the financial statements.
 
 (xx) 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 has been noticed or reported during the year.
 
 
                                      For DELOITTE HASKINS & SELLS
 
                                      Chartered Accountants
 
                                      (Registration No. 015125N)
 
                                               Sd/-
 
 New Delhi                             JITENDRA AGARWAL
 
 30 May, 2011                          Partner
 
                                       (Membership No. 87104)