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Auditor Report of Gujarat Hotels Ltd.

Mar 31, 2015

Report on the Financial Statements

1. We have audited the accompanying financial statements of GUJARAT HOTELS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("The Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act, and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Audit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, therefore said financial statements give the information required by the Act in the manner so required and give a true and

fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164 (2) of the Act.

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

(i) The Company has disclosed the impact of pending litigations, if any, as at 31st March, 2015 on its financial position in its financial statements.

(ii) The Company did not have any outstanding long-term contracts including derivative contracts as at 31st March, 2015 for which there were any material foreseeable losses; and

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(As referred to in Paragraph 9 above, under the heading of "Report on Other Legal and Regulatory requirements" of our report of even date on the Financial Statements of GUJARAT HOTELS LIMITED, for the year ended 31 st March, 2015)

(1) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As explained to us, the fixed assets have been physically verified by the management during the year at reasonable interval, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(2) In respect of its inventory:

There is no inventory and hence the related paragraphs of the order are not applicable.

(3) In respect of the loans, secured or unsecured, granted by the Company to Companies, firms or other parties covered in the register maintained u/s 189 of the Companies Act, 2013:

(a) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to any company, firm or other party covered in the register maintained u/s 189 of the Companies Act, 2013.

(4) In respect of internal control system:

(a) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and services.

(5) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits during the financial year under audit.

(6) We have been informed by the management that no cost records have been prescribed by Central Government under sub- section (1) of section 148 of the Companies Act, 2013.

(7) Statutory and other dues:

(a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income- tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year. No undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2015 for a period of more than six month from the date they become payable.

(b) According to the records of the Company, there are no dues of Sales Tax, Income/Wealth Tax & Service Tax, which have not been deposited on account of any dispute.

(c) According to the information and explanation given to us and based on the records examined by us, amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within prescribed time.

(8) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(9) Based on information available with us, the company does not have any loan / liability dues to financial institutions and / or banks.

(10) According to the records of the Company and information and explanations provided by the management, the Company has not given any guarantee for loans taken by others from Bank or financial institutions.

(11) According to the records of the Company, the Company has not obtained term loans during the year under review.

(12) Based upon 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 Talati & Talati

Chartered Accountants

Firm's Registration Number 110758W

CA. Manish A. Baxi

Partner

Membership Number 045011

Place : New Delhi

Date :15th April, 2015


Mar 31, 2014

1. We have audited the accompanying financial statements of GUJARAT HOTELS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards {referred to in sub-section (3C) of section 211 of the Companies Act, 1956 "the Act"}. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

6. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 5 of our report of even date on the accounts of GUJARAT HOTELS LIMITED for the year ended on 31st March, 2014)

(i) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

c) No Substantial (or major) part of the fixed assets has been disposed off during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraph 4 (iii) (b),(c),(d),(e),(f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of Section 58A of Companies Act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and other dues:

a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Service Tax, and any other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty as at 31st March, 2014 for a period of more than six month from date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

(xii) The Company has not obtained any term loan during the year.

(xiii) According to Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets, etc.) and vice-a- versa.

(xiv) According to information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per information and explanation given to us taken into consideration the nature of Company''s activities, other items of the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati Chartered Accountants Firm''s Registration No. 110758W

CA S R Parikh Place : Gurgaon Partner Date : 15th April, 2014 M.No. 007275


Mar 31, 2013

1. We have audited the accompanying financial statements of GUJARAT HOTELS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards {referred to in sub-section (3C) of section 211 of the Companies Act, 1956 "the Act"}. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fairviewand are free from material misstatement, whether due to fraud or error.

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

6. As required bysection 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of ouraudit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement com ply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the Directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in Paragraph 5 of our report of even date on the accounts of GUJARAT HOTELS LIMITED for the yearendedon31stMarch,2013)

(i) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

c) No Substantial (or major) part of the fixed assets has been disposed off during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraph 4 (iii) (b),(c),(d),(e),(f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of Section 58Aof Companies Act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and otherdues:

a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Service Tax, and any other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty as at 31 st March, 2013 for a period of more than six month from date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and othersecurities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

(xii) The Company has not obtained any term loan during the year.

(xiii) According to Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the yearfor long term investment (fixed assets, etc.) and vice-a- versa.

(xiv) According to information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per information and explanation given to us taken into consideration the nature of Company''s activities, other items of Clause Aof the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati

Firm''s Registration No. 110758(W)

Chartered Accountants

CA Manish Baxi

Place : New Delhi Partner

Date :25th April, 2013 M.No. 45011


Mar 31, 2012

1. We have audited the attached Balance Sheet of Gujarat Hotels Limited as on 31st March, 2012, and also the Statement of Profit and Loss of the Company and the Cash Flow Statement for the year ended on that date. 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. 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 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended, issued by the Central Government in terms of Section 227(4A) of Companies Act, 1956, and we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) in our opinion, the Company has kept proper books of accounts as required by law so far as it appears from our examination of the books.

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) on the basis of written representations received from the Directors as on 31st March, 2012 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) in our opinion and to the best of our information and according to the explanations given to us, they said statement of Accounts together with the notes annexed thereto, give the information required by the Companies Act, 1956 as amended from time to time in the manner so required, and give a true and fair view:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date, and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(Referred to in Paragraph 3 of our report of even date on the accounts Gujarat Hotels Limited for the year ended on 31st March, 2012)

(i) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

c) No Substantial (or major) part of the fixed assets has been disposed of during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraph

4 (iii) (b),(c),(d),(e),(f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of Section 58A of Companies act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and other dues:

a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Service Tax, and any other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty as at 31st March, 2012 for a period of more than six months from date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

(xii) The Company has not obtained any term loan during the year.

(xiii) According to Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets, etc.) and vice-a- versa.

(xiv) According to information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per information and explanation given to us taken into consideration the nature Company's activities, other items of Clause A of the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati Chartered Accountants FRN:- 110758W

Place : New Delhi (CA. Manish Baxi)

Date : 27th April, 2012 Partner / M.No.: 045011


Mar 31, 2011

1. We have audited the attached Balance Sheet of GUJARAT HOTELS LIMITED as on 31st March, 2011 and also the Profit and Loss Account of the Company and the Cash Flow Statement for the year ended on that date. 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 misstatement. An audit includes examining, on 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. As required by the Companies (Auditors Report) Amended Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, the Company has kept proper books of accounts as required by law so far as it appears from our examination of the books.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as Directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of Accounts together with the notes annexed thereto give the information required by the Companies Act, 1956 as amended from time to time in the manner so required, and give a true and fair view:

(i) In the case of Balance Sheet of the state of affairs of the Company as at 31st March,

2011, (ii) In the case of Profit and Loss Account of the profit for the year ended on that date, and (iii) In the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of our report of even date on the accounts GUJARAT HOTELS LIMITED, for the year ended on 31st March, 2011.)

(i) In respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

(c) No substantial (or major) part of the fixed assets has been disposed of during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured,

granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year. Accordingly, paragraphs 4 (iii) (b), (c), (d), (e), (f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years.

Accordingly provisions of Section 58A of Companies Act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by a firm of Chartered

Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and other dues:

(a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income- Tax, Service Tax and any other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty as at 31st March, 2011 for a period of more than six months from the date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial

institutions.

(xii) The Company has not obtained any term loans during the year.

(xiii) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets, etc.) and vice versa.

(xiv) According to information and explanation given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issues during the year.

(xvii) To the best of our knowledge and behalf and according to the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per the information and explanation given to us and taken into consideration the nature Companys activities, other items of Clause A of the paragraph 4 of the CARO are not applicable to the Company.

For TALATI & TALATI Firms Registration No. 110758(W) Chartered Accountants

(CAMANISH BAXI) Place : Gurgaon Partner Date : 28th April, 2011 M. No. 7275


Mar 31, 2010

1. We have audited the attached Balance Sheet of GUJARAT HOTELS LTD. as on 31st March 2010 and also the annexed Profit and Loss Account of the Company and the Cash Flow Statement for the year ended on that date. These financial statements are 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 misstatement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Amended Order, 2004 issued by the Central Government in terms of Section 227(4A) of Companies Act, 1956, and we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above we report that

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, the Company has kept proper books of accounts as required by law so far as it appears from our examination of the books.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and Profit and Loss Account comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors as on the 31st March 2010 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in terms on clause (g) of sub clause (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Statement of Accounts together with the notes annexed thereto, give the information required by the Companies Act, 1956 as amended from time to time in the manner so required and give a true and fair view:

(i) In the case of Balance Sheet of the state of affairs of the Company as on 31st March, 2010,

(ii) In case of Profit & Loss Account of the profit for the year ended on that date, and

(iii) In the Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of our report of even date on the accounts GUJARAT HOTELS LIMITED for the year ended 31st March 2010)

(i) In respect of its Fixed Assets:

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

2) There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

3) No substantial (or major) part of the fixed assets has been disposed off during the year.

4) There are no inventories and hence the related paragraphs of the order are not applicable.

5) The Company has not taken/granted any loan, secured or unsecured, from/to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraph 4 (iii) (b),(c),(d),(e),(f) and (g) of the order are not applicable.

6) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of section 58A- of companies act are not applicable to the Company.

7) In our opinion the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

8) On the basis of information and explanations given to us, and basis on the records examined by us, the Company is regular in depositing undisputed statutory dues which includes Provident Fund, Income Tax, Service Tax, Employees State Insurance and any other statutory dues with the appropriate authorities.

9) On the basis of information and explanations given to us, and basis on the records examined by us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty as at 31st March 2010 for a period of more than six month from date they become payable.

10) The Company has not granted loans and advances on-the basis of security by way of pledge of shares, debentures and other securities.

11) The provisions of any special statute applicable to chit fund are not applicable to the Company.

12) The Company is not dealing in or trading in shares, securities, debentures and other investments.

13) The Company has not given guarantees for loans taken by others from banks or financial institutions.

14) The Company has not obtained any term loan during the year.

15) The funds raised on short-term basis have not been used for long-term investment and vice versa.

16) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

17) The Company has not issued any debentures during the year.

18) The Company has not made any Public Issue during the year under audit.

19) On the basis of the information and explanations given to us during the course of our audit, we are of the opinion that no fraud has been noticed on or by the Company during the year.

20) As per information and explanation given to us taken into consideration the nature companys activities, other items of Clause A of the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati

Firms Registration No. 110758(W)

Chartered Accountants

(CA S R PARIKH) Place: Gurgaon Partner

Date: 28th April, 2010 M.No. 7275

 
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