Peninsula Land

1.  We have audited the attached Balance Sheet of Peninsula Land
 Limited (the Company) as at 31st March, 2009, the Profit and Loss
 Account and the Cash Flow Statement of the Company 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
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosure in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  We report as under:
 
 I.  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 Section 227(4A)
 of the Companies Act, 1956 and on the basis of such checks of the books
 and records as we considered appropriate and according to the
 information and explanations given to us, we annex hereto a statement
 on the matters specified in paragraphs 4 and 5 of the said order, to
 the extent applicable to the Company.
 
 II.  Further to our comments in the Annexure referred to in paragraph I
 above:
 
 (a) We have obtained all the information and explanations, which best
 to our knowledge and belief were necessary for the purpose of our
 audit.
 
 (b) In our opinion, proper books of accounts as required by the law
 have been kept by the Company so far as appears from our examination of
 the books.
 
 (c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts.
 
 (d) In our opinion, the Balance Sheet and the Profit & Loss Account
 comply with the Accounting Standards (AS) referred to in sub-section
 (3C) of Section 211 of the Companies Act, 1956 to the extent they are
 applicable to the Company. As regards disclosures required in AS-15
 (Revised) Employee Benefits attention is invited to Note No. 16 of
 Schedule -14 to Accounts.
 
 (e) On the basis of the written representations received from the
 Directors of the Company as on 31st March, 2009, and taken on record by
 the Board of Directors of the Company, we report that prima - facie,
 none of the Directors is disqualified as on 31st March, 2009 from being
 appointed as a director in term of clause (g) of sub-section (1) of
 Section 274 of the Companies Act, 1956.
 
 (f) In our opinion and to the best of information and according to the
 explanations given to us, the said accounts read together with the
 notes thereon, 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 case of the Balance sheet, of the state of affairs of the
 Company as at 31st March, 2009;
 
 (ii) In case of the Profit & Loss Account, of the profits of the
 Company for the year ended on that date, and
 
 (iii) In case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR REPORT OF EVEN DATE TO THE
 MEMBERS OF PENINSULA LAND LIMITED
 
 I.  Fixed Assets:
 
 1.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 2.  We are informed that the Fixed Assets of the Company are physically
 verified by the management according to a phased programme designed to
 cover all items over a period of three years, which we considered
 reasonable.  Pursuant to the programme, a physical verification was
 carried out during the year and this revealed no material discrepancies
 between the books and records and physical inventory.
 
 3.  The Company has not disposed off substantial part of its fixed
 assets during the year.
 
 II.  Stock in Trade :
 
 4.  Stock in trade has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 5.  The procedures of physical verification of stock in trade followed
 by the Management are adequate in relation to the size of the Company
 and the nature of its business.
 
 6.  The Company is maintaining proper records of stock in trade. The
 discrepancies noticed on verification between the physical stocks and
 book records were not material and have been properly dealt with in the
 books of account.
 
 III.  Loans and Advances :
 
 7.  The Company has not taken any loan from the parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 8.  The Company has granted unsecured loans to the Subsidiary Companies
 and other parties registered under Section 301 of the Companies Act,
 1956 amounting to Rs.161.73 Crores. The maximum amount involved during
 the year was Rs.447.13 Crores and the closing balance of the loan was
 Rs.446.56 Crores, covered in the register maintained under Section 301
 of the Companies Act, 1956.
 
 9.  In respect of above loan given the rate of interest and other terms
 and conditions are prima facie not prejudicial to the interest of the
 Company.
 
 10.  In respect of above loans, payment of principal and interest are
 regular, wherever applicable.
 
 IV.  Internal Controls :
 
 11.  There are adequate internal control procedures commensurate with
 the size of the Company and the nature of its business for the purchase
 of fixed assets and sale of services. During the course of the audit,
 no major weakness has been noticed in internal controls.
 
 12.  The Company has entered transactions that need to be entered into
 a register in pursuance of Section 301 of the Companies Act, 1956.
 
 13.  In our opinion and according to the information and explanations
 given to us, in respect of transactions of sale of services, made in
 pursuance of contracts and arrangements entered in the register
 maintained under section 301 of the Companies Act, 1956, and
 aggregating Rs.5,00,000/- or more in respect of each party, have been
 made at the prices which are reasonable having regard to the prevailing
 market price for such services with the other parties.
 
 14.  In our opinion, the Company has an adequate internal audit system
 commensurate with its size and nature of its business.
 
 V.  Deposits :
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the directives issued by the
 Reserve Bank of India and the provisions of Section 58A and 58AA or any
 other relevant provisions of the Companies Act, 1956, and the rules
 framed thereunder.
 
 VI.  Taxation:
 
 16.  According to the information and explanations given to us, the
 Company has generally been regular in depositing undisputed statutory
 dues including Provident Fund, Employees State Insurance, Income Tax,
 Wealth Tax, Service Tax, Professional Tax, Works Contract Tax, Property
 Tax and any other Statutory Dues with the appropriate authorities.
 There were no arrears of statutory dues, as at the last day of the
 financial period, outstanding for a period of more than six months from
 the date they became payable.
 
 17.  According to the information and explanations given to us, no
 disputed amounts payable in respect of Income Tax, Wealth Tax, Service
 Tax, Profession Tax, Works Contract Tax and Property Tax were
 outstanding as at 31st March, 2009, except as shown below.
 
 Name of the Statue    Nature of the Dues Amount Period to which the Forum
                                                           where
                       (Rs in crores)   Amount relates    dispute is pending
 
 Income Tax Act, 1961 Income Tax       12.27 A.Y 2006-07   Commissioner of
                                                                Income
                                                              Tax Appeal
 
 VII. Others:
 
 18.  Maintenance of cost records has not been prescribed by the Central
 Government under clause (d) of sub - section (1) of Section 209 of the
 Companies Act, 1956.
 
 19.  The Company does not have accumulated losses. The Company has not
 incurred cash loss in the current financial year and immediately
 preceding financial period.
 
 20.  During the year, the Company has not defaulted in repayment of
 dues to a Financial Institution and Bank.
 
 21.  The Company has not granted any loans and advances on the basis of
 the security by way of pledge of shares, debentures and other
 securities.
 
 22.  The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit/societies are not applicable to the Company.
 
 23.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investment.
 
 24.  According to the information and explanations given to us, the
 Company has not given any guarantees during the year.
 
 25.  According to the information and explanations given to us, the
 Company has applied the term loans for the purpose for which they were
 obtained.
 
 26.  Based on the overall basis of the examination of the Balance Sheet
 of the Company as at 31st March, 2009, and as per the information and
 explanation given to us, we find that the Company has not utilized
 funds raised on short term basis for long term purpose.
 
 27.  During the year, 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.
 
 28.  During the year, the Company has not issued any secured
 debentures.
 
 29.  During the year, the Company has not raised any money through
 public issue.
 
 30.  Based on the audit procedures performed and information and
 explanation given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
 
 
                                         For HARIBHAKTI & Co.
                                        Chartered Accountants
                                                 Chetan Desai
                                                      Partner
                                         Membership No. 17000
 Place: Mumbai
 Date: 8th May, 2009