1. SIGNIFICANT ACCOUNTING POLICIES:

1.1 Basis of Preparation of Standalone Financial Statements:

These standalone financial statements have been brpared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are brscribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing standard notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been brpared to comply in all material aspects with the accounting standards notified under section 211(3C) of Companies Act, 1956 (Companies (Accounting Standards) Rules, 2006, as amended) and other relevant provisions of the Companies Act, 2013.

1.2 Basis for Classification of Assets & Liabilities:

All the assets and liabilities have been classified as current or non current as per the Company's normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets or processing and their realization in cash and cash equivalent, the Company has ascertained its operating cycle to be 12 months for the purpose of current - non current classification of assets and liabilities.

1.3. System of Accounting:

The Company adopts the accrual concept in brparation of accounts.

1.4. Recognition of Income & Expenditure

All Income & Expenditure are accounted for on accrual basis.

1.5. Fixed Assets & Debrciation:

A. Fixed assets are stated at cost of acquisition or construction less debrciation. Cost comprises the purchase price and other attributable costs including financing costs relating to borrowed funds attributable to construction or acquisition of fixed assets up to the date the assets is ready for use and adjustments consequent to subsequent variations in rates of exchange.

B. Debrciation on fixed assets:

1. Debrciation is provided based on useful life of the assets as brscribed in Schedule II of the Companies Act, 2013 on the "Written down value" method in respect of all assets.

2. Effective from 1st April, 2014 the Company debrciates the fixed assets over the useful life in the manner brscribed in Schedule II of the Companies Act, 2013 as against the earlier practice of debrciating at the rates brscribed in Schedule XIV of the Companies Act, 1956.

C. In accordance with Accounting Standard-26 issued by The Institute of Chartered Accountants of India, Software is being amortized over a period of three years.

1.6. Borrowing Cost:

Borrowing costs attributable to the acquisition, construction or production of qualifying assets (i.e. assets that necessarily take substantial period of time to get ready for their intended use or sale) are capitalised as part of the cost of such asset up to the date when such asset is ready for its intended use or sale. Other borrowing costs are recognised as an expense in the period in which they are incurred.

1.7. Taxes on Income:

Provision for Current Tax is computed as per Total Income Returnable under the Income Tax Act, 1961 taking into account available deductions and exemptions.

1.8. Deferred Tax:

Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

1.9. Income from Real Estate Development Projects:

(a) The Company records revenue on all its Real Estate Development Projects based on Accounting Standard - 9. i.e. Revenue Recognition and also based on revised guidance note issued w.e.f. 01/04/2012 by the Institute of Chartered Accountants of India "Revenue Recognition for Real Estate Developers".

(b) The full revenue is recognized on sale of property when the Company has transferred to the buyer all significant risks & rewards of ownership and when the seller has not to perform any substantial acts to complete the contract.

(c) However, when the Company is obliged to perform any substantial acts after transfer of all significant risks & rewards of ownership on sale of property, the revenue is recognized on proportionate basis as the acts are performed i.e. by applying the percentage completion method.

1.10 Lease of Land of SEZ Project:

Land given on perpetual lease is treated as actual sale of land.

1.11 Retirement & Other Employee Benefits:

A. Defined Contribution Plans:

The Company's contribution paid / payable for the year to Provident Fund are recognized in the Profit & Loss Statement. The company has no obligation other than the contribution payable to the Government.

B. The Company has defined benefits plans for Gratuity. The liability for which is determined on the basis of an actuarial valuation. At the year end an incremental liability is provided for in the books. The gratuity scheme is administered by a trust. The payment for gratuity is made to LIC of India through the trust.

C. The Company has a system of providing accumulating compensating absences non-vesting and hence no provision is made in the books of accounts for the leaves.

D. In respect of employees' stock options, the excess of fair price on the date of grant over the exercise price is recognized as deferred compensation cost amortised over the vesting period.

1.12 Impairment of Fixed Assets:

Consideration is given at each Balance Sheet date to determine whether there is any indication of impairment of the carrying amount of the Company's fixed assets. If any indication exists, an asset's recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their brsent value based on an appropriate discount factor.

1.13. Inventory:

A. I n case of the inventory of Raw-materials, they are valued at cost using FIFO method.

B. The Closing stock of WIP has been valued at cost.

1.14. Transactions in Foreign Currency:

A. Transactions denominated in foreign currencies are normally recorded at the exchange rate brvailing at the time of transaction.

B. Monetary items denominated in foreign currencies at the period end are restated at year end rates.

C. Non monetary foreign currency items are carried at cost.

D. Any income or expense on account of exchange difference either on settlement or on transaction is recognised in the statement of profit and loss.

1.15. Investments:

Current investments are carried at lower of cost and quoted/fair value, computed category wise. Long term investments are stated at cost. Provision for diminution in the value of investments is made only if such a decline is other than temporary.

1.16. Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a brsent obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

1.17. Employees Stock Option Scheme:

Accounting value of stock options is determined on the basis of "Intrinsic Value" rebrsenting the excess of the market price on the date of grant over the exercise price of the options granted under the "Employees Stock Option Scheme" of the company, and is being amortised as "Deferred Employee Compensation" on a straight line basis over the vesting period in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and Guidance Note 18 "Share Based Payments" issued by the ICAI.

2. Corresponding figures of the brvious year have been regrouped to confirm with this year's classification wherever necessary.

3. CONTINGENT LIABILITIES:

A. For the Asst. Year 2007-2008 the Assessing officer assessed the income of the company and raised a demand of Rs. 127343870/. Aggrieved by this order the company went in to Appeal with CIT (Appeal) -VIII. The decision of the CIT (Appeal) came in favour of the company. Against this order the Income Tax Department went in to the ITAT and the company has also filed cross objection. Both the appeals are pending before Income Tax Appellate Tribunal Ahmedabad.

B. For the Asst. Year 2009-2010 the Assessing officer assessed the income of the company and raised a demand of Rs. 44176840/-. Against this the Company has already paid Rs. 40000000/- during the F.Y. 2012-13. Aggrieved by this order the company went in to Appeal with CIT (Appeal) - VIII and CIT(Appeals)-VIII has passed an order giving the part relief in favour of the Company by deleting additions. Against the Order of CIT(Appeals), Income Tax department and the Company has filed an appeal before Income Tax Appellate Tribunal Ahmedabad. Both the appeals are pending before Income Tax Appellate Tribunal Ahmedabad.

C. During the year Income Tax department has reopened the case for A.Y.2009-10 and has passed the order u/s 143(3) r.w.s 147 of the Act and has raised the demand of Rs. 10331651/-. The Company has paid Rs. 1000000/- against said demand. The Company has brferred an appeal before CIT (Appeals) - 2 Ahmedabad. The said appeal is pending before CIT (Appeals) - 2 Ahmedabad.

D. For the Asst. Year 2012-2013 the Assessing officer assessed the income of the Company and raised a demand of Rs. 20809200/-. The Company has paid Rs. 1000000/- against said demand. Aggrieved by this order the Company went in to Appeal with CIT (Appeals) - 2 and said appeal is pending before CIT (Appeals) -2 Ahmedabad.

E. The Company has given a guarantee for a Term Loan taken by its subsidiary company. viz, Maheshwari (Thaltej) Complex Private Limited to the tune of Rs. 60.00 crores from an NBFC. The outstanding balance as on 31st March, 2015 is Rs. 25.28 crores.

F. The Company has given a guarantee for a Term Loan taken by its subsidiary company. viz, Yash Organiser Private Limited to the tune of Rs. 12.00 crores from an NBFC.

G. The Company has given a guarantee for Non Convertible Debentures issued by Mahavir (Thaltej) Complex Private Limited to the tune of Rs. 26.04 crores. The outstanding balance as on 31st March, 2015 is Rs. 13.58 crores.

H. The Company has given a guarantee for Non Convertible Debentures issued by Essem Infra Private Limited to the tune of Rs. 225.00 crores. The trustees for the said NCD are IDBI Trusteeship Services Limited in whose name the guarantee is given.

4. The Company has carefully considered the impact of Accounting Standard - 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

5. Balance of Long Term & Short Term Borrowings, Trade Payables, Trade Receivables and Loans and Advances are subject to confirmation.

6. I n the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

7. The details of security offered for the secured loans taken are as follows:

A. Loan from Karnataka Bank Limited:

Charge secured by equitable mortgage of immovable property of group company and corporate guarantee of the group company and personal guarantee of two promoter directors of the Company and hypothecation of construction raw-materials acquired by the Company.

B. Loan from Canara Bank:

Charge secured by equitable mortgage of immovable property of group companies and corporate guarantee of the group companies and personal guarantee of two promoter directors of the Company

C. Loan from SIDBI:

Charge secured by equitable mortgage of piece & parcel of land along with structures of shops thereon of the Company and corporate guarantee of the Company and personal guarantee of two promoter directors of the Company.

D. Loan from Reliance Home Finance Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the Company and hypothecation of receivables, outstanding moneys and claims, all rights, titles, interest, claims, benefits, demands and escrow account of one project, etc. of the Company and personal guarantee of two promoter directors of the Company.

E. Loan from Capital First Ltd:

Charge secured by mortgage of immovable property and interest thereon and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts of two projects, etc of the Company and its subsidiary Company, pledge of shares of three promoters of the Company, personal guarantee of three promoter directors of the Company and corporate guarantee / security of subsidiary company.

F. Loan from IFCI Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company & co-operative society, pledge of shares and personal guarantee of promoter directors of the Company.

G. Loan from SREI Equipment Finance Ltd.:

Charge secured by mortgage of immovable property of the promoter directors of the Company and hypothecation of equipments of the Company & personal guarantee of two promoter directors of the company.

H. Loan from DMI Finance Pvt. Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company and corporate guarantee of the group company and hypothecation of receivables, book debts and escrow account of one of the project of subsidiary company and personal guarantee of two promoter directors of the Company.

I. Loan from Religare Finvest Ltd.:

Charge secured by mortgage of Immovable Property of the group company and co-operative society and hypothecation of unsold area, receivables, escrow account, etc. of one of the project of the Company.

J. Loan from Religare Housing Development Finance Corporation Ltd.:

Charge secured by mortgage of Immovable Property of the group company and hypothecation of receivables, escrow account, etc. of two projects of the Company.

K. Loan from IFCI Ventures Funds Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company and corporate guarantee of the group company and personal guarantee of two promoter directors of the Company.

L. Loans in respect of Vehicles are secured by the hypothecation of the vehicles financed through the loan agreement. viz. Motor Cars.

34. Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31st 2015. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

35. The information required as per para 5 (viii) (a) of part II of schedule III of the Companies Act, 2013 regarding information about the value of imports calculated on CIF basis, in respect of imported raw materials, components & spare parts and capital goods is Rs. NIL.

8. The information required as per para 5 (viii) (b), (d) & (e) of part II of schedule III of the Companies Act, 2013 regarding expenditure in foreign currency, the dividend remitted in foreign currency and earning in foreign exchange are as follows:

9. Segment Reporting:

A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the Company, there are no different primary segments.

B. All the projects of the Company are being executed in and around Ahmedabad city only. Therefore, in the opinion of the Company, there are no different geographical segments.

10 I n accordance with the provisions of the Schedule II of the Companies Act, 2013 in case of fixed assets which have completed their useful life as at 1st April, 2014 the carrying value (net of residual value), after adjusting the tax effect in accordance with the Institute of Chartered Accountants of India pronouncement, as a transitional provisional has been written off in the retained earnings of the company or in case of no retained earnings then it has been recognised in the Profit & Loss statement of the company. Rs. 1222371/- is gross written down value of Fixed Assets whose live have expired as at 1st April, 2014 have been adjusted net of tax, in the opening balance of General Reserve amounting to Rs. 825711/-.

As per our report of even date

For J.M. Parikh & Associates

Chartered Accountants FRN: 118007W

Kaushal Shah

Partner

Membership No. 127379

For and on behalf of Board of Directors

Dipak G. Patel

Chairman & Whole-time Director

[DIN: 00004766]

Nilesh Shah

Chief Financial Officer

Shekhar G. Patel

Managing Director

[DIN: 00005091]

Priti Jani

Company Secretary

Place: Ahmedabad

Date: 30/05/2015