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Auditors' Report
Financials Consolidated      

     

AUDITORS’ REPORT

TO THE BOARD OF DIRECTORS OF GODREJ PROPERTIES LIMITED ON CONSOLIDATED FINANCIAL STATEMENTS

  1. We have examined the attached Consolidated Balance Sheet of Godrej Properties Limited, its Subsidiaries as at 31st March, 2011 and also the Consolidated Profit and Loss Account and Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These consolidated 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 have 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 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 significant 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. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of the Accounting Standard (AS) 21 – “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India and on the basis of the separate audited financial statements of Godrej Properties Limited and its subsidiaries included in the consolidated financial statements.

  4. Without qualifying our opinion, we draw attention to the fact that as referred to in Note 1(g) of Schedule 19-Notes to Accounts, in respect of projects under long term contracts undertaken and/or financed by the Company, we have relied upon the management’s estimates of the percentage of completion, costs to completion and on the projections of revenues expected from projects owing to the technical nature of such estimates, on the basis of which profits/losses have been accounted, interest income accrued and realizability of the construction work in progress and project advances determined.

    • Without qualifying our opinion, we draw attention to the fact that as referred to in Note 10(a) of Schedule 19-Notes to Accounts, regarding a loan of Rs 368,916,600/- to the GPL ESOP Trust for purchase of the Company’s shares from Godrej Industries Ltd. equivalent to options granted under an Employee Stock Option Plan. As at 31st March, 2011, the market value of the shares held by the GPL ESOP Trust is lower than the cost of acquisition of the shares by Rs 81,549,135/-. The repayment of the loans granted to the GPL ESOP Trust is dependant on the exercise of the options by the employees and the market price of the underlying equity shares of the unexercised options at the end of the exercise period. In the opinion of the management, the fall in value of the underlying equity shares is on account of current market volatility and the loss, if any, can be determined only at the end of the exercise period, in view of which provision for the diminution is not considered necessary in the financial statements.

    • Without qualifying our opinion, we draw attention to the fact that as referred to in Note 10(b) of Schedule 19-Notes to Accounts, regarding a loan of Rs 82,884,089/- to GIL ESOP Trust for purchase of the Holding Company’s shares from the market equivalent to options granted under an Employee Stock Option Plan. As at 31st March, 2011, the market value of the shares held by the GIL ESOP Trust is lower than the cost of acquisition of the shares by Rs 24,174,390/-. The repayment of the loans granted to the GIL ESOP Trust is dependant on the exercise of the options by the employees and the market price of the underlying equity shares of the unexercised options at the end of the exercise period. In the opinion of the management, the fall in value of the underlying equity shares is on account of current market volatility and the loss, if any, can be determined only at the end of the exercise period, in view of which provision for the diminution is not considered necessary in the financial statements.

  5. In our opinion and to the best of our information and according to the explanations given to us and on consideration of separate audit report on the individual audited financial statements of Godrej Properties Limited and its subsidiaries, the consolidated financial statements read with the notes thereon give a true and fair view in conformity with the accounting principles generally accepted in India:
    • in the case of the Consolidated Balance Sheet, of the consolidated state of affairs of Godrej Properties Limited and its subsidiaries as at 31st March, 2011; and

    • in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations Godrej Properties Limited and its subsidiaries for the year ended on that date.

    • in the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of Godrej Properties Limited and its subsidiaries for the year ended on that date.

For and on behalf of
Kalyaniwalla & Mistry
Chartered Accountants
Firm Registration No. 104607W

Ermin K. Irani
Partner
Membership No. 35646

Place: Mumbai
Dated: May 07, 2011

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