To,

The Members of,

D.S. Kulkarni Developers Ltd.

Report on the standalone Financial Statements

We have audited the accompanying standalone financial statements of D.S. KulkarniDevelopers Ltd. which comprise the:

a) Balance Sheet as at the 31st March 2015.

b) Statement of Profit and Loss for the year ended on that date

c) Cash Flow Statement for the year ended on that date, and

d) A summary of significant accounting policies and other explanatory information.

Management Responsibility for the standalone financial statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

This responsibility also includes

a) maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities;

b) selection and application of appropriate accounting policies;

c) making judgments and estimates that are reasonable and prudent; and

d) design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The procedures selected depend onthe auditors’ judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company’s Directors, as well as evaluating the overall presentation of thefinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India,

a) in the case of the standalone balance sheet, of the state of affairs of the Companyas at 31st March, 2015

b) in the case of the standalone statement of profit & loss, of the profit of theCompany for the year ended on that date.

c) in the case of the standalone cash flow statement, of the cash flows of the Companyfor the year ended on that date.

Report on other legal and regulatory requirements

a) As required by the Companies (Auditor’s Report) Order, 2015, issued by theCentral Government of India in terms of Section 143(11) of the Companies Act, 2013, weenclose, on the basis of our opinion, our examination of the relevant records andaccording to the information and explanation given to us, in the Annexure a statement onthe matters specified in Paragraphs 3 and 4 of the said Order.

b) As required by Section 143(3) of the Act, we report that:

i We have sought and obtained all the information and explanations which to the best ofour 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 theCompany, so far as appears from our examination of those books;

iii The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

iv In our opinion, the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.

v On the basis of the written representations received from the directors as on 31stMarch, 2015 taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March, 2015 from being appointed as a director in terms of Section164 (2) of the Act.

vi With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinionand to the best of our information and according to the explanations given to us:

a) the Company does not have any pending litigations which would impact its financialposition.

b) the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses

c) there has been no delay on the part of the Company in transferring amounts, requiredto be transferred, to the Investor Education and Protection Fund

For Gokhale, Tanksale & Ghatpande,

Firm Registration No. 103277W

Chartered Accountants

S.M. Ghatpande

Partner

Membership No. 30462

Place: Pune

Date: 29th May, 2015.

Annexure Referred to in Paragraph a) under the heading "Report on other legal andregulatory requirements" of Our Report of Even Date

(i) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The management has not physically verified all the fixed assets during the year butthere is a regular programme of verification which is reasonable having regard to the sizeof the Company and the nature of its assets. No material discrepancies were noticed onsuch verification.

(ii) (a) The management has conducted physical verification of inventories atreasonable intervals during the year.

(b) The procedures of such physical verification are reasonable and adequate inrelation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticedon physical verification of inventory as compared to the book records were not materialand have been properly dealt with in the books of account.

(iii) (a) The Company has granted loans, secured or unsecured, to companies, firms orother parties covered in the register maintained u/s 189 of the Act. The number of partiesand amount involved in the transactions is as follows: -

Number of Parties

Amount of loans taken

Balance (Rs. Lacs)

31-Mar-15 31-Mar-14
Two (Two) 9,471.31 7,985.01

(b) The rate of interest and other terms and conditions of loans, secured or unsecured,granted by the Company, are not, prima facie, prejudicial to the interest of the Company;

(c) In respect of the loans, secured or unsecured, given by the Company, wherestipulations have been made, the repayments of the principal amount and the payments ofthe interest have been regular.

(iv) There are adequate internal control systems commensurate with the size of theCompany and the nature of its business, for the purchase of inventory and fixed assets andfor the sale of goods and services. We have not observed any major weakness or continuingfailure to correct a major weakness in the internal control systems in respect of theseareas.

(v) The Company has complied with the provisions of Sections 73-76 of the CompaniesAct, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and the Reserve Bank ofIndia Directives in the matter of acceptance of deposits from the public. No Order hasbeen passed by the Company Law Board or National Company Law Tribunal or Reserve Bank ofIndia or any court or any other tribunal in this regard.

(vi) The Company’s turnover in the last preceding year i.e. FY 2013-14 was lessthan Rs.35 crores and therefore the Companies (Cost Records & Audit) Rules 2014,issued by the Central Government u/s 148(1) of the Act for maintenance of cost records arenot applicable to the Company.

(vii) (a) The Company is generally regular in depositing with the appropriateauthorities undisputed statutory dues including Provident Fund, Investor Education andProtection Fund, Employees’ State Insurance, TDS, Income-tax (except advance tax),Sales-tax, Wealth Tax, Service tax, Customs Duty, Excise Duty, cess and other materialstatutory dues applicable to it. There are no arrears of outstanding undisputed statutorydues (except advance tax of approximately Rs.5.06 crores) as at the last day of thefinancial year for a period of more than six months from the date those became payable.

(b) There are no disputed amounts outstanding in respect of Provident Fund, InvestorEducation and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax,Wealth Tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory duesapplicable to it as at the last day of the Financial year. The disputed amounts in respectof income tax are as follows:

Rs. Lacs

Sr. No. Fourm where dispute is pending Asst. Yr. 31-Mar-15 31-Mar-14
1 High Court of Judicature, Mumbai 2004-05 67.25 67.25
2 High Court of Judicature, Mumbai 2005-06 152.02 152.02
3 High Court of Judicature, Mumbai 2006-07 311.45 311.45
4 High Court of Judicature, Mumbai 2007-08 418.80 418.80
5 High Court of Judicature, Mumbai 2008-09 116.00 116.00
6 High Court of Judicature, Mumbai 2009-10 156.93 156.93
7 Income Tax Appellate Tribunal 2010-11 99.95 99.95
8 Commissioner of Income Tax (Appeals) 2011-12 35.47 35.47
9 Commissioner of Income Tax (Appeals) 2012-13 40.40 -
1,398.27 1,357.87

The ITAT Pune decided the Company’s appeals for AY 2004-05, 2005-06, 2006-07,2007-08, 2008-09 & 2009-10 in favour of the Company. However, the Dept has filed areference with the High Court of Judicature at Mumbai. The Company expects that the ITATPune will decide similarly the Company’s appeals for AY 2010-11, 2011-12 &2012-13 in favour of the Company. Against these contingent liabilities the Company paidRs.903.53 lacs. However, after the decision of the ITAT in the Company’s favour, theCompany received a refund of Rs.726.24 lacs.

(c) During the year under review, the Company has transferred Rs.269,914/- to theInvestor Education and Protection Fund in accordance with the provisions of section 124(5)the Companies Act, 2013 and Rule 4 of the Companies (Declaration & Payment ofDividend) Rules 2014, made thereunder.

(viii) The contents of Paragraph 3(viii) of CARO, 2015 are not applicable since thecompany does not have accumulated losses at the end of the financial year.

(ix) The Company has not defaulted in repayment of dues to any financial institution orbank or debenture holders.

(x) The Company has continued the guarantee of Rs.100 crores in respect of a loan takenby its erstwhile subsidiary, DSK Global Education & Research Ltd. from Central Bank ofIndia. The terms and conditions of such guarantee are not prejudicial to the interests ofthe Company.

(xi) The Company has applied the term loans obtained during the year under review forthe purposes for which they were obtained.

(xii) The contents of Paragraph 3(xii) of CARO, 2015 are not applicable since no fraudon or by the Company has been noticed or reported during the year.

For Gokhale, Tanksale & Ghatpande,

Firm Registration No. 103277W

Chartered Accountants

S.M. Ghatpande

Partner

Membership No. 30462

Place: Pune

Date: 29th May, 2015.