1.  We have audited the attached Balance Sheet of Peninsula Land
 limited (‘the Company) as at March 31, 2011 and also the Profit and
 Loss account and the Cash Flow Statement 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.
 
 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 fi
 nancial 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 signifi cant 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 (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of ‘The Companies Act, 1956 of India (the ‘Act) and on
 the basis of such checks of the books and records of the company as we
 considered appropriate and according to the information and
 explanations given to us, we give in the Annexure a statement on the
 matters specifi ed in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the paragraph 3 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. In our opinion, 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. As regards disclosure required in AS-15
 (Revised) Employee Benefit attention is invited to Note No.15 of
 Schedule - 14 to Accounts.
 
 v. Recognition of income and expenses for ongoing projects are based
 upon expected sales value and estimated costs, as per the judgment of
 management and certifi cates of architects, which have been relied upon
 by us, these being technical matters.
 
 vi. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualifi ed as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 vii. 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;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 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 AUDITORS REPORT [Referred to in paragraph 3 of the
 Auditors Report of even date to the members of Peninsula Land limited
 on the financial statements for the year ended March 31, 2011]
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) We are informed that the fixed assets of the company are
 physically verifi ed by the management according to phased programme
 designed to cover all the items over a period of the 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 programme,
 physical verifi cation has been carried out during the year, as
 informed, no material discrepancies were noticed on such verifi cation.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the company during the year.
 
 (ii) (a) The inventory has been physically verifi ed by the management
 during the year. In our opinion, the frequency of verifi cation is
 reasonable.
 
 (b) The procedures of physical verifi cation of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verifi cation carried
 out at the end of the year.
 
 (iii) (a) The Company has granted loan to fi fteen companies covered in
 the register maintained under section 301 of the Companies Act, 1956.
 The maximum amount involved during the year was Rs.1,06,344 lacs and
 the year- end balance of loans granted to such parties was Rs. 88,290
 lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not, prima facie, prejudicial to the interest of the
 Company.
 
 (c) The loans granted are repayable on demand. As informed, the company
 has not demanded repayment of any such loan and interest during the
 year, thus, there has been no default on the part of the parties to
 whom the money has been lend. The payment of interest has been regular.
 
 (d) There is no overdue amount of loans granted to companies, fi rms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) As informed, the Company has not taken any loans, secured or
 unsecured from companies, fi rms 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, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, we have not observed any continuing failure to correct weakness
 in internal control system of the company.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 referred to in section 301 of the Companies Act, 1956 that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees fi ve lakhs have been entered
 into during the financial year at prices which are reasonable having
 regard to the prevailing market prices at the relevant time. However,
 in respect of one such transaction, due to the specialized nature of
 such transaction, we are unable to comment upon the prevailing market
 price.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public in the earlier years.
 According to the information and explanations given to us, no Order has
 been passed by the Company Law Board or National Company Law Tribunal
 or Reserve Bank of India or any Court or any other Tribunal on the
 company in respect of the aforesaid deposits.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub- section (1) of
 Section 209 of the Act for any of the products of the company.
 
 (ix) (a) 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 and other material
 statutory dues applicable to it. As explained to us, the provisions
 regarding custom duty and excise duty are presently not applicable to
 the company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (c) According to the information and explanation given to us, there are
 no dues of income tax, sales-tax, wealth tax, service tax, customs
 duty, excise duty and cess which have not been deposited on account of
 any dispute.
 
 (x) The company does not have any accumulated losses at the year end.
 Further, the company has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial
 year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a fi
 nancial institution, bank or debenture holders.
 
 (xii) According to the records of the Company and according to the
 information and explanations provided to us, we are of the opinion that
 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 ou r o p inion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In respect of dealing / trading in shares, securities, debentures
 and other investments, in our opinion and according to the information
 and explanations given to us, generally the Company did not deal or
 trade in it. However, on short term basis, surplus funds were invested
 in mutual fund for which proper records for the transaction and
 contracts have been maintained and timely entries have been made
 therein. The shares, securities, debentures and other investments have
 been held by the Company, in its own name.
 
 (xv) In our opinion and 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 during the year.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 the loans were raised. However, on short term basis, pending
 utilization, surplus borrowings were parked in fixed deposits of
 various banks.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) According to the information and explanations given to us, the
 company had not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act.
 
 (xix) The Company did not issue any debentures during the year.
 
 (xx) During the year the company has not raised any money through
 public issue.
 
 (xxi) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                                            For Haribhakti & Co.
 
                                          Chartered Accountants
 
                                 Firms Registration No.103523W
 
                                                   Chetan Desai
                                                        Partner
 Place: Mumbai                              Membership No.17000
 
 Date: 12th May, 2011.