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Auditor Report of Oriental Hotels Ltd.

Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Oriental Hotels Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

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 standalone Ind AS financial statements that give a true and fair view of the state of affairs(financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. 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 there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with rule 7 of Companies (Accounts) Rule 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) 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 on its financial position in its standalone Ind AS financial statements - Refer Note 29 to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any long-term contracts including derivative contracts

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

iv. The Company has provided requisite disclosures in the standalone financial statements as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to December, 2016, on the basis of information available with the Company. Based on audit procedures, and relying on management’s representation, we report that disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management -Refer Note 45 to the standalone financial statements;

ANNEXURE “A” TO AUDITORS’ REPORT

Referred to in paragraph 1 of our report of even date

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

b) Fixed assets have been physically verified by the Management during the year based on a phased programme of verifying all the assets over three years, which in our opinion is reasonable having regard to the size of the company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company

ii) The Management has conducted physical verification of inventory at reasonable intervals and no material discrepancies were noticed on physical verification.

iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered by clause (76) of Section 2 of the Companies Act, 2013. Accordingly, sub-clauses (a), (b) and (c) of clause (iii) of paragraph 3 of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. The Company has not provided any guarantees / security.

v) The Company has not accepted any deposits from the public.

vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act.

vii) a. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Luxury Tax, Sales Tax, Service tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues during the year with the appropriate authorities. There are no outstanding statutory dues as at 31st March 2017 for a period of more than six months from the date they became payable.

b. According to the records of the company and information and explanations given to us, in respect of duty of customs and duty of excise, there are no outstanding amounts that have not been deposited with the appropriate authorities on account of any dispute. The details of disputed income tax, value added tax, sales tax, luxury tax and service tax that have not been deposited with the appropriate authorities are as follows:

Nature of Dues

Amount (Rs.in Lakhs)

Forum where dispute is pending

Income tax

Income tax demand for the Assessment year 2008-09

0.46

Income tax Appellate tribunal Chennai

Income tax demand for the Assessment year 2009-10

32.36

Commissioner of Income tax (Appeals), Chennai

Sales Tax

Sales Tax Demand for the Financial Years 1990-91 & 1991-92

23.68

Appellate Tribunal, Chennai

Sales Tax Demand for the Financial Years 1993-94 to 1996-97

16.61

Hon’ble High Court of Madras, Chennai

Sales Tax Demand for the Financial Years 2004-05 & 2005-06

30.76

The Assistant Commissioner (Commercial Taxes), Chennai

Sales Tax Demand for the Financial Years 2009-10

3.41

The Assistant Commissioner, (Commercial Taxes ), Special Circle, Thiruvananthapuram

Sales tax Demand for the Financial Years 2013-14

0.78

The Assistant Commissioner-III, Special Circle, Thiruvananthapuram

Sales tax Demand for the Financial Years 2013-14

87.55

Appellate Deputy Commissioner (Commercial Taxes) Chennai

Luxury Tax

Luxury tax demands for the Financial Years 2004-05 and 2005-06

28.15

Hon''ble Kerala High court, Ernakulum

Luxury tax demands for the Financial Years 2010-11 and 2011-12

14.17

Appellate Tribunal, Ernakulum

Luxury tax demands for the Financial Years 2012-13

9.30

Deputy Commissioner (Appeals), Ernakulum

Luxury tax demands for the Financial Years 2012-13, 2013-14 and 2014-15

9.20

Deputy Commissioner (Appeals), Madurai

Luxury tax demands for the Financial Years 2012-13

61.99

High Court, Chennai

Service tax

Service Tax Demand for the Financial Years 2008-09 to 2009-10

39.68

CESTAT, Bangalore

Service Tax Demand for the Financial Year 2010-11

38.11

Customs, Excise and Service Tax Appellate Tribunal, Chennai

Service Tax Demand for the Financial Years 2004-05 and 2005-06, 2006-07, 2007-08, 2010-11

74.21

Customs, Excise and Service Tax Appellate Tribunal, Bengaluru

Service Tax Demand for the Financial Years 2006-07 to 2010-11

6.96

Customs, Excise and Service Tax Appellate Tribunal, Chennai

Service Tax Demand for the Financial Years 2005-06 to 2010-11

88.74

Commissioner of Central excise( Appeals), Mangalore

Service Tax Demand for the Financial Years 2010-11

36.22

Commissioner of Central Excise (Appeals), Cochin

Service Tax Demand for the Financial Years 2009-10 to 2011-12

3.83

Commissioner of Customs, Central Excise & Service Tax (Appeals),Visakhapatnam

Service Tax Demand for the Financial Years 2011-2016

31.22

Commissioner of Central Excise (Appeals), Coimbatore

viii) According to the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to a financial institution, bank, government or dues to debenture holders.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For SNB ASSOCIATES

Chartered Accountants

Firm Registration No: 015682N

R. SRIDHAR, Partner

Membership No.28317

Place: Chennai

Date: May 12, 2017


Mar 31, 2015

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

Management's Responsibility for the Standalone 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 standalone 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 principles generally accepted in India, including the Accounting Standards specified under Sec- tion 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 de- sign, 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 standalone financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are re- quired to be included in the audit report under the provisions of the Act and theRules made thereunder.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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.

5. 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 ad- equate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includesevaluating 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.

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

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner sorequired 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 31st March, 2015, and its Loss and its cash flows for the year ended on that date.

Emphasis of Matter

8. Attention is drawn to Note no.38 of the notes to the financial statements regarding payment of remuneration to the Managing Director in respect of earlier years in excess of the limits prescribed under the Act amounting to Rs. 124.38Lakhs, which has been approved by the members and is subject to approval of the Central Government.

Our opinion is not modified in respect of these matters.

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, to the extent applicable.

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 faras it appears from our examination of those books;

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

(d) In our opinion, the aforesaid standalone 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 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; and

(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 on its financial position in its financial statements - Refer Note 26 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and

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

Referred to in paragraph 6 of our report of even date

i) . The company has maintained proper records, showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the Management during the year based on a phased programme of verifying all the assets over three years, which in our opinion is reasonable having regard to the size of the company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

ii) The management has conducted physical verification of inventory at reasonable intervals. The procedures of physically verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) In our opinion and according to the information and explanations given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act.

iv)In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. There is no continuing failure to correct major weaknesses in internal control system.

v) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder, wherever applicable and the directives issued by the Reserve Bank of India, wherever applicable, with regard to deposits accepted from the public.

vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act.

vii) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Luxury Tax, Sales Tax, Wealth Tax, Service tax, Duty of Customs, Duty ofExcise, Value Added Tax,Cessand other statutory dues during the year with the appropriate authorities. There are no outstanding statutory dues as at 31st March 2015 for a period of more than six months from the date they became payable.

viii) According to the records of the company and information and explanations given to us, in respect of duty of customs, wealth tax, duty of excise and cess, there are no outstanding amounts that have not been deposited with the appropriate authorities on account of any dispute. The details of disputed income tax, value added tax, sales tax, luxury tax and service tax that have not been deposited with the appropriate authorities are as follows:

Nature of Dues Amount (Rs. In lakhs)

Income tax

Income Tax Demand for the Assessment 409.47 Years 2003-04, 2004-05, 2005-06, 2008-09 and 2009-10

Sales Tax

Sales Tax Demand for the Financial Years 23.68 1990-91 & 1991-92

Sales Tax Demand for the Financial Years 17.58 1992-93 to 1996-97

Sales Tax Demand for the Financial Years 30.76 2004-05 & 2005-06

Sales Tax Demand for the Financial Years 3.41 2009- 10

Sales Tax Demand for the Financial Years 2.27 2010- 11 to 2012-13

Sales Tax Demand for the Financial Years 18.20 2012-13 to 2013-14

Luxury Tax

Luxury tax demands for the Financial Years 28.15 2004-05 and 2005-06

Luxury tax demands for the Financial Years 9.65

2006-07, 2010-11 and 2011-12

Service tax

Service Tax Demand for the Financial Years 124.88 2003- 04 to 2010-11

Service Tax Demand for the Financial Year 38.11 2010-11

Service Tax Demand for the Financial Years 8.79 2004- 05 and 2005-06

Service Tax Demand for the Financial Years 7.96 2006-07 to 2010-11

Service Tax Demand for the Financial Years 11.33 2005- 06 to 2010-11

Nature of Dues Forum where dispute is pending

Income tax

Income Tax Demand for the Assessment Income Tax Appellate Tribunal, Years 2003-04, 2004-05, 2005-06, Chennai / Commissioner of 2008-09 and 2009-10 Income Tax (Appeals), Chennai

Sales Tax

Sales Tax Demand for the Financial Years 1990-91 & 1991-92 Appellate Assistant commissioner, Chennai

Sales Tax Demand for the Financial Years 1992-93 to 1996-97 Hon'ble High Court of Madras, Chennai

Sales Tax Demand for the Financial Years 2004-05 & 2005-06 The Assistant Commissioner (Commercial Taxes), Chennai

Sales Tax Demand for the Financial Years The Assistant Commissioner 2009- 10 (Commercial Taxes), Special Circle, Thiruvananthapuram

Sales Tax Demand for the Financial Years Sales Tax Appellate Tribunal, 2010- 11 to 2012-13 Visakhapatnam

Sales Tax Demand for the Financial Years 2012-13 to 2013-14 The Appellate Deputy Commissioner (CT), Visakhapatnam

Luxury Tax

Luxury tax demands for the Financial Years 2004-05 and 2005-06 Hon'ble Kerala High court, Ernakulum



Luxury tax demands for the Financial Deputy Commissioner Years 2006-07, 2010-11 and 2011-12 (Appeals), Ernakulum

Service tax

Service Tax Demand for the Financial Commissioner of Central excise Years 2003-04 to 2010-11 (Appeals), Kochi



service Tax Demand for the Customs, Excise and Service Financial Year 2010-11 Tax Appellate Tribunal, Chennai

Service Tax Demand for the Customs, Excise and Service Financial Years Tax Appellate Tribunal, 2004- 05 and 2005-06 Bengaluru

Service Tax Demand for the Commissioner of Central excise, Financial Years 2006-07 to 2010-11 Madurai

Service Tax Demand for the Service Tax Demand for the Financial Years 2005-06 to 2010-11 Financial Years 2005-06 to 2010-11

ix) . According to the information and explanations given to us, the amounts which were required to be transferred

to investor education and protection fund in accordancewith the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to Banks or financial institutions or debenture holders.

xii) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or other institutions.

xiii) In our opinion and according to the information and explanations given to us, the company has availed term loans which have been applied for the purpose for which they were obtained.

xiv) To the best of our knowledge and belief and according to the information and explanations given to us, no materialfraud on or by the company was noticed or reported during the year.

For BRAHMAYYA & CO., For SNB ASSOCIATES Chartered Accountants Chartered Accountants Firm Registration No 000511S Firm Registration No 015682N

R.NAGENDRA PRASAD R.SRIDHAR Partner Partner Membership No.203377 Membership No.028317

Place : Chennai Date : May 15, 2015


Mar 31, 2013

Report on the financial statements

1. We have audited the accompanying financial statements of M/s. Oriental Hotels Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, 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. 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 respon- sibility 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.

Auditor''s Responsibility

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 auditors’ 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 account- ing 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.

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 March 31, 2013;

b) In the case of the Profit and Loss Statement, 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.

Emphasis of Matter

5. Attention is drawn to Note no.38 of the notes to the financial statements regarding payment of remuneration to the Managing Director in excess of the limits prescribed under the Act amounting to Rs.58 lakhs which is subject to the approval of the shareholders by a special resolution and also the approval of the Central Government. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

6. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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.

7. 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, Profit and Loss Statement, 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 Statement, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Act;

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

Referred to in paragraph 6 of our report of even date

1. The Company is maintaining proper records, showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the Management during the year based on a phased programme of verifying all the assets over three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals. The procedures of physically verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (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 companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. There is no continuing failure to correct major weaknesses in internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrange- ments referred to in Section 301 of the Act that need to be entered into a register in pursuance of said section and therefore reporting under Clause v (a) and v (b) of Paragraph 4 of the Order does not arise.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58 A and Section 58 AA or any other relevant provisions of the Act and the rules framed thereunder and the directives issued by the Reserve Bank of India, wherever applicable, with regard to deposits accepted from the public.

7. The Company has an internal audit system, which in our opinion, is commensurate with the size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Act.

9. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Luxury Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty, Excise Duty and Cess during the year with the appropriate authorities. There are no outstanding statutory dues as at March 31, 2013 for a period of more than six months from the date they became payable.

10. According to the records of the Company and information and explanations given to us, in respect of Customs Duty, Wealth Tax, Excise Duty and Cess, there are no outstanding amounts that have not been deposited with the appropriate authorities on account of any dispute.

11. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

12. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in payment of dues to Banks or financial institutions. There are no amounts fallen due in respect of debentures.

13. According to information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The Company is not a chit fund/nidhi /mutual benefit fund/society.

15. Based on our examination of records and the information and explanations given to us, the Company has not dealt/traded in shares, securities, debentures and other investments during the year.

16. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or other institutions.

17. The Company has availed term loans from banks during the year which have been applied for the purpose for which they were raised.

18. 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 amounting to Rs.274.31 lakhs have been used during the year for acquisition of fixed assets.

19. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

20. According to the information and explanations given to us and the records examined by us, securities have been created in respect of debentures issued by the Company.

21. The Company has not raised any monies by public issue during the year.

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

For BRAHMAYYA & CO., For SNB ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Registration No 000511S Firm Registration No 015682N

R.NAGENDRA PRASAD S. LAKSHMANAN

Partner Partner

Membership No.203377 Membership No.20045

Place : Mumbai Date : May 16, 2013


Mar 31, 2012

1. We have audited the attached financial statements of M/s. Oriental Hotels Limited (the company) comprising of the Balance Sheet as at 31st March 2012, Profit and Loss Statement, the Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. 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 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. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of sub- section (4A) of Section 227 of the Companies Act, 1956 (the Act), we enclose 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) 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, Profit and Loss Statement and the 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 Statement and the Cash Flow statement, dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Act, to the extent applicable.

e) On the basis of the written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as at 31st March 2012 from being appointed as a Director in the Company in terms of clause (g) of subsection (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 financial statements read together with the notes thereon, in particular Note No. 38 regarding exercising of option under Companies (Accounting Standards)(Second Amendment) Rules, 2011 relating to Accounting Standard (AS) 11 "The Effect of changes in Foreign Exchange rates" resulting in the profit before tax for the year being higher by Rs.1045 lakhs, give the information required by the Act, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

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

2) in the case of the Profit and Loss Statement, of the Profit for the year ended on that date; and

3) in the case of 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

1. The company is maintaining proper records, showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the Management during the year based on a phased programme of verifying all the assets over three years, which in our opinion is reasonable having regard to the size of the company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals. The procedures of physically verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (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 companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. There is no continuing failure to correct major weaknesses in internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to in section 301 of the Act that need to be entered into a register in pursuance of said section and therefore reporting under clause v (a) and v (b) of Paragraph 4 of the Order does not arise.

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58 A and Section 58 AA or any other relevant provisions of the Act and the rules framed there under and the directives issued by the Reserve Bank of India, wherever applicable, with regard to deposits accepted from the public.

7. The company has an internal audit system, which in our opinion, is commensurate with the size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Luxury Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty, Excise Duty and Cess during the year with the appropriate authorities. There are no outstanding statutory dues as at 31st March 2012 for a period of more than six months from the date they became payable.

10. According to the records of the company and information and explanations given to us, in respect of customs duty, wealth tax, excise duty and cess, there are no outstanding amounts that have not been deposited with the appropriate authorities on account of any dispute. The details of disputed income tax, sales tax, luxury tax and service tax that have not been deposited with the appropriate authorities are as follows:

Nature of Dues Amount, Forum where dispute is pending (Rs. in Lakhs)

Income Tax

Income Tax Demand for the Assessment 182.37 Income Tax Appellate Tribunal, Chennai

Years 1998-99, 2003-04, 2004-05, 2005-06, /Commissioner of Income Tax (Appeals) 2008-09 and 2009-10

Sales Tax

Sales Tax demands for the Financial 19.93 Hon'ble High Court of Madras, Chennai Years, 1992-93to 1996-97

Sales Tax demands for the Financial Years 30.76 The Assistant Commissioner (Commercial 2004-05 and 2005-06 Taxes), Chennai

Sales Tax demands for the year 2008-09 12.07 The Assistant Commissioner (Commercial and 2009-2010 Taxes), Special Circle, Thiruvananthapuram

Sales Tax demands for 1990-91 & 1991-92 23.68 Appellate Assistant Commissioner Chennai

Luxury Tax

Luxury tax demands for the financial year 1.31 Deputy Commissioner (Appeals) 2006-07 Ernakulam

Luxury tax demands for the financial 28.19 Hon'ble Kerala High Court, years 2004-05 and 2005-06 Thiruvananthapuram.

Service Tax

Service Tax demands for the financial 94.21 Commissioner of Central Excise

years 2003-04 to 2009-2010 (Appeals), Kochi

Service Tax demands for the period 88.74 Commissioner of Central Excise October 2005 to September, 2010 (Appeals), Mangalore

Service Tax demands for the period June, 38.01 Commissioner of Central Excise 2005 to March, 2010 (Appeals), Madurai

Service Tax demands for the financial year 644.06 Hon'ble High Court of Madras, Chennai 2004-05 to 2010-11

11. The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

12. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to Banks or financial institutions. There are no amounts fall due in respect of debentures.

13. According to information and explanations given to us, the company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The company is not a chit fund / nidhi / mutual benefit fund / society.

15. Based on our examination of records and the information and explanations given to us, the company has not dealt / traded in shares, securities, debentures and other investments during the year.

16. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or other institutions.

17. The company has availed term loans from banks during the year which have been applied for the purpose for which they were raised.

18. 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 prima face, have not been used during the year for long term investment, other than temporary deployment pending application.

19. The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

20. According to the information and explanations given to us and the records examined by us, securities have been created in respect of debentures during the year .

21. The company has not raised any monies by public issue during the year.

22. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For BRAHMAYYA & CO., For SNB ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Registration No: 000511S Firm Registration No: 015682N

R. NAGENDRA PRASAD S. LAKSHMANAN

Partner Partner

Membership No.203377 Membership No.20045

Place: Bengaluru

Date: May 08, 2012


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Oriental Hotels Limited (the Company), as at 31 st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. 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 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. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act), we enclose 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) 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, Profit and Loss account and the Cash Row 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 the Cash Flow statement, dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act, to the extent applicable.

e) On the basis of the written representations received from the Directors as on 31 st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as at 31 st March, 2010 from being appointed as a Director in the Company 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 accounts together with the notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

1) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

2) in the case of Profit and Loss account, of the profit for the year ended on that date; and

3) in the case of 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

1. The Company is maintaining proper records, showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the Management during the year based on a phased programme of verifying all the assets over three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (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 companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. There is no continuing failure to correct major weaknesses in internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Act that need to be entered into a register in pursuance of said section and therefore reporting under clause v (a) and v (b) of Paragraph 4 of the Order does not arise.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58 A and Section 58 AA or any other relevant provisions of the Act and the rules framed thereunder and the directives issued by the Reserve Bank of India, wherever applicable, with regard to deposits accepted from the public.

7. The Company has an internal audit system, which in our opinion, is commensurate with the size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Luxury Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess during the year with the appropriate authorities. There are no outstanding statutory dues as at 31st March, 2010 for a period of more than six months from the date they became payable.

10. According to the records of the Company and information and explanations given to us, in respect of customs duty, wealth tax, excise duty and cess, there are no outstanding amounts that have not been deposited with the on account of any dispute. The details of disputed income tax, sales tax, luxury tax and service tax that have not been deposited with the appropriate authorities are as follows:

Nature of Dues Amount Forum where dispute (Rs. in Lakhs) is pending

Income Tax

Income Tax Demand for the 397.45 Commissioner of Income Tax Assessment Years 1995-96, (Appeals) / Income Tax Appellate 1996-97 2005-06and 2006-07 Tribunal, Chennai

Sales Tax

Sales Tax demands for the 19.93 Honble High Court of Financial Years Madras,Chennai 1992-93 to 1996-97

Sales Tax demands for the 23.68 Appellate Assistant Financial Years Commissioner,Chennai 1990-91 and 1991 -92

Sales Tax demands for the 1.09 Appellate Deputy Financial Year 2005-06 Commissioner, Vishakapatnam

Luxuary Tax

Luxuary tax demands for 31.87 Sales Tax appellate the financial years tribunal, Kochi 2004-05 and 2005-06

Service Tax

Service Tax demands for the 68.30 Commissioner of finacial years Central Excise 2003-04 to 2008-09 (Appeals), Kochi

Service Tax demands for 315.55 Honble High Court of the financial years Madras, Chennai 2004-05 to 2008-09

11. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

12. The Company does not have any borrowing by issue of debentures. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in payment of dues to Banks or financial institutions.

13. According to information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The Company is not a chit fund / nidhi / mutual benefit fund / society.

15. Based on our examination of records and the information and explanations given to us, the Company has not dealt/ traded in shares, securities, debentures and other investments during the year.

16. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or other institutions.

17. The Company has availed term loans from banks during the year which have been applied for the purpose for which they were raised.

18. 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 basic prima face, have not been used during the year for long term investment, other than temporary deployment pending application.

19. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

20. The Company has not issued any debentures.

21. The Company has not raised any monies by public issue during the year.

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

For BRAHMAYYA & CO., For SNB ASSOCIATES Chartered Accountants Chartered Accountants Firm Registration No 000511S Firm Registration no : 015682N

R.NAGENDRA PRASAD S. LAKSHMANAN Partner Partner Membership No.203377 Membership No.20045

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