1. We have audited the attached Balance Sheet of Peninsula Land Limited
(the `Company') as at 31st March 2007 and the Profit and Loss Account
and the Cash Flow Statement of the Company for the period ended on that
date 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. That standard requires 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 (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's 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 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
(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
(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 referred to in sub-section(3C) of
Section 211 of the Companies Act, 1956 to the extent they are
applicable to the Company.
(e) On the basis of the written representations received from the
directors of the Company as on 31 st March 2007, 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 31 st March 2007 from being
appointed as a director in term 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 March 31, 2007;
(ii) In case of the Profit & Loss Account, of the profits of the
Company for the period ended on that date, and
(iii) In case of Cash Flow Statement, of the cash flows for the period
ended on that date
For HARI BHAKTI & CO.
Mumbai: 21st June, 2007
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 period 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 period.
II. Stock in Trade (Realty Stock):
4. Stock in trade has been physically verified during the period by the
management. In our opinion, the frequency of verification is
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 accounts.
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 loan to the Subsidiary Companies
and other parties registered under Section 301 of the Companies Act,
1956 amounting to Rs.200.47 Crores. The maximum amount involved during
the period was Rs.157.92 Crores and the closing balance of the loan was
Rs. 65.76 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
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 transaction 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 have been made 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.
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
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 31st March 2007.
VII. Others :
18. The 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 period and immediately
preceding financial period.
20. During the period, 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
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 period.
25. According to the information and explanations given to us, the
Company has applied the term loans for the purpose for which they were
26. Based on the overall basis of the examination of the balance sheet
of the Company as at 31st March 2007, 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 period, 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 period, the Company has not issued any secured
29. During the year, the Company has not raised any money through
public issue, but the Company has raised monies through Qualified
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
For HARI BHAKTI & CO.
Mumbai: 21st June, 2007