Auditor Report of Polo Hotels Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Polo Hotels Limited ("the Company"), which coniprise the Balance Sheet as at March 31, 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.

Management''s Responsibility for the Financial Statements

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 (30 of section 211 of the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13 September2013 of the Ministry of Corporate Affairs in respect of Section 13.3 of the Companies Act,2013 and in accordance with the accounting principles generally accepted in India.. 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.

Auditor''s Responsibility

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 arc 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.

Opinion

In our opinion and to the best of pur 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 ease of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the ease of the Profit and Loss Account, of the profit for the year ended on that date, and c) in the ease of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 Annex Lire a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. 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 sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/20l3 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013; Subject to non provision of Gratuity as prescribed by AS-15,u Employee Benefits"

e) on the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 AUDIT REPORT

Referred to in Paragraph 7 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

1. In respect of fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. According to the information and explanation given to us no material discrepancies were noticed on such physical verification.

c) In our opinion and according to the information and explanation given to us, the Company has not disposed of substantial pan of fixed assets during the year and the going concern status of the Company is not affected.

2. As there are no inventories during the year, therefore, reporting under clause ii of paragraph 4 Of the order does not arise.

3. In respect of the loans, secured or unsecured, granted or taken by the Company, to/ from Com panies/Firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956:

a) As informed to us, the Company has granted unsecured loan to one party covered in the register maintained u/s 301 of the Companies Act. 1956, The maximum amount outstanding & year end balance was Rs 2.00 Lacs.

b) The terms and conditions of loan arc prima facie not prejudicial to the interest of the Company, c) The loan is repayable on demand.

d) Since the loan is repayable on demand, there arc no overdue amount.

e) The Company has taken unsecured Loans from five Com panies/firms covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount involved and year end balance was Rs 366.75 lacs.

f) The terms and conditions of loans are prima facie not prejudicial to the interest of the Company.

g) The loan is repayable on demand.

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 fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered

b) In our opinion and according to the information and explanations given to us. there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act, exceeding the value of Rupees five lacs in respect of any party during the year.

6 In our opinion and according to the information and explanations given to us. the Company has not accepted deposits from Public attracting the provisions of sections 5SA, 58AA or any other relevant provisions of the Act.

7 In our opinion and according to the Information and explanations given to us, the Company has an Internal audit system commensurate with the size and nature of its business.

8 The Central Government has not prescribed the maintenance of tost records u/s 209(1)(d) of the companies Act, 1956, for the Company.

9. In respect of Statutory Dues:

a) According to the information and explanation given to us and the records of the Company examined by us. in our opinion, the company is generally regular in depositing the statutory dues including Provident Fund, Income-Tax, and any other statutory dues as applicable with the appropriate authorities during the year.

b) There were no undisputed amounts payable in respect of Income-tax, Provident fund and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

10 The Company has accumulated losses amounting to Rs 49.42 lacs as at the end of the financial year. The Company has not incurred cash losses during the current and the immediate preceding financial year.

11 The company docs not have any burrowing by issue of debentures. In our opinion and according to information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks or financial institutions.

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

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society, Therefore, the Provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14 In our opinion and according to the information and explanation given to us the Company is not a dealer or under in shares, securities, debentures and other investments.

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

16 in our opinion and according to the information given to us, on overall basis, the term loans have been applied for the purposes for which the loans were raised.

17 According to the information and explanation given to us, the company and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the company has not utilized any amount from short-term sources towards repayment of long-term investment. other than temporary deployment pending application.

18 The Company has not made any preferential allotment of shares to Parties and Companies covered in the register maintained u/s 301 of the Companies Act. 1956.

19 According to the information and explanations given to us, the company has not issued debentures during the year, requiring creation of security.

20 The Company has not raised any money by public issues during the year.

21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For ASHWANI K. GUPTA & ASSOCIATES CHARTERED ACCOUNTANTS Firm Regn. No.003803N

PLACE: PANCHKULA (Ashwani k Gupta) DATED: 14-08-2014 Partner (M.No. 082808)

---

Mar 31, 2013

1. Report on the Financial Statements

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

2. Management''s Responsibility for the Financial Statements

The Company''s 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 Section 211 (3 C) 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. Auditors'' 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. 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 the 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 the Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. Opinion

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 31 st March, 2013;

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

(c) in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, ("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. 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 purposes of our audit.

(b) In our opinion, proper books of accounts 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

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

(e) On the basis of the 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 31 st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in Paragraph 7 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

1. In respect of fixed assets:

a.) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. According to the information and explanation given to us no material discrepancies were noticed on such physical verification

c) In our opinion and according to the information and explanation given to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. As there are no inventories during the year, therefore, reporting under clause ii of paragraph 4 of the order does not arise.

3. In respect of the loans, secured or unsecured, granted or taken by the Company, to/ from Companies/Firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956:

a) As informed to us, the Company has granted unsecured loan to one party covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding & year end balance was Rs 2.00 Lacs.

b) The terms and conditions of loan are prima facie not prejudicial to the interest of the Company.

c) The loan is repayable on demand.

d) Since the loan is repayable on demand, there are no overdue amount.

e) The Company has taken unsecured loans from three Companies covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount involved and year end balance was Rs 309.68 lacs.

f) The terms and conditions of loans are prima facie not prejudicial to the interest of the Company.

g) The loan is repayable on demand.

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 fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act, exceeding the value of Rupees five lacs in respect of any party during the year.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from Public attracting the provisions of sections 5 8A, 58AA or any other relevant provisions of the Act.

7 In our opinion and according to the Information and explanations given to us, the Company has an Internal audit system commensurate with the size and nature of its business.

8 The Central Government has not prescribed the maintenance of cost records u/s 209(1 )(d) of the companiesAct, 1956, for the Company.

9. In respect of Statutory Dues:

a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the company is generally regular in depositing the statutory dues including Provident Fund, Income-Tax, and any other statutory dues as applicable with the appropriate authorities during the year.

b) There were no undisputed amounts payable in respect of Income-tax, Provident fund and other material statutory dues in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

10 The Company has accumulated losses amounting to Rs 73.48 lacs as at the end of the financial year. The Company has not incurred cash losses during the current and the immediate preceding financial year.

11 The company does not have any borrowing by issue of debentures. In our opinion and according to information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks or financial institutions.

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

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society, Therefore, the Provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14 In our opinion and according to the Information and explanation given to us the Company is not a dealer or trader in shares, securities, debentures and other investments.

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

16 In our opinion and according to the information given to us, on overall basis, the term loans have been applied for the purposes for which the loans were raised.

17 According to the information and explanation given to us, the company and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the company has not utilized any amount from short-term sources towards repayment of long-term investment, other than temporary deployment pending application.

18 The Company has not made any preferential allotment of shares to Parties and Companies covered in the register maintained u/s 301 of the Companies Act. 1956.

19 According to the information and explanations given to us, the company has not issued debentures during the year, requiring creation of security.

20 The Company has not raised any money by public issues during the year.

21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.



For ASHWANIK. GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS



PLACE: PANCHKULA (Ashwani k Gupta)

DATED: 12-08-2013 Partner

(M.No. 082808)

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of POLO HOTELS LIMITED as at 31st March 2012 and also the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the 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 provide a reasonable basis for our opinion

3. As required by the Companies (Auditor1 s Report) Order, 2003 as amended by Companies (Auditor' report) (Amendment) order issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

iii. The Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

iv. In our opinion, the Balance Sheet, the Statement of Profit & Loss and Cash Flow statement dealt with by this report comply with the mandatory Accounting standards referred to in sub- Section(3C)ofSection211 of the Companies Act, 1956.

v. On the basis of the written representation 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 on 31st March, 2012 from being appointed as directors in terms of clause (g) of sub section (1) of Section 274 of the Companies act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and Notes on Accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view;

a. In the case of Balance Sheet, of the state of affairs of the Company as at 31SI March, 2012,

b. In the case of the Statement of Profit and Loss of the Profit of the Company for the year ended on that date, and

c. In the case of the Cash Flow statement, of the cash flow for the year ended on that date.

(Referred to in paragraph 3 of our report of even date on the accounts of POLO HOTELS LIMITED, for the year ended on 31st March, 2012)

i. In respect of its fixed assets;

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

b. As informed to us, fixed assets of the company have been physically verified by the management in a phased periodical manner during the year, and no serious discrepancies have been noticed on such verification.

c. No substantial (or major) part of the fixed assets has been disposed off during the year and the going concern status of the company is not affected.

ii. As there are no inventories during the year therefore reporting under clause ii of paragraph 4 of the order does not arise

iii. a. As informed to us, the Company has granted unsecured loan to one party covered in the register maintained under section 301 of the Companies Act, 1956. Tha maximum amount outstanding & year end balance was Rs 2.00 Lacs

b. The terms and conditions of loans are prima facie not prejudicial to the interest of the company.

c. The loan is repayable on demand.

d. Since the loan is repayable on demand, there are no overdues amounts.

e. The company has taken unsecured 1 oan from two companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved and year end balance was Rs 273.51 lacs.

f. The terms and conditions of loans are prima facie not prejudicial to the interest of the company.

g. The loan is repayable on demand.

iv. In our opinion and according to the information explanations given to us there are adequate internal control systems commensurate with the size of the company and nature of its business for the purchase of fixed assets. During the course of our audit we have not observed any major weaknesses in internal control system.

v. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956;

a. To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in to the register in pursuance of section 301 of the Act exceeding the value of Rupees Five Lacs in respect of any party during the year.

vi. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public attracting the provisions of sections 5 8 A, 5 8 AA or any other relevant provisions of the Act.

vii. In our opinion, the internal audit system of the company is commensurate with its size and nature of its business

viii.The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) orthe Companies Act, 1956, forthe Company.

ix. 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 generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, and any other statutory dues as applicable with the appropriate authorities during the year.

b. According to the information and explanations given to us, no dispute is pending for dues in respect of Sales Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty as at 31.03.2012.

x. The Company has accumulated losses amounting Rs. 89.95 lacs as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

xi. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. The provisions of any special statute applicable to chit fund are not applicable to the company.

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

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

xv. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues of financial institutions, banks or debenture holders.

xvi. The terms loans were applied for the purpose for which loans were obtained.

xvii. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets etc.), other than temporary deployment pending application.

xviii. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 to the Companies Act, 1956.

xix. The Company has not issued any debentures during the year.

xx. The Company has not raised any money by way of public issues during the year.

xxi. 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 ASHWANIK. GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE: PANCHKULA (Ashwani k Gupta)

DATED: 31-07-2012 Partner

(M.No. 082808)

---

Mar 31, 2010

1, We have audited the attached Balance Sheet of POLO HOTELS LIMITED as at 31st March 2010 and also the Profit and Loss account and Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the 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 provide a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies {Auditor report) (Amendment) order issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order. >

4, Further to our comments in the Annexure referred to in paragraph 3 above, we report that;

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary forthe purposes of our audit;

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our exam ination of such books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

iv. In ouropinion, the Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report comply with the mandatory Accounting standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of the written representation received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of sub section (1) of Section 274 of the Companies act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and Notes on Accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view;

a. In the case of Balance Sheet, of the state of affairs of the Company as at 3 lst March, 2010,

b. In the case of Profit and Loss Account of the Profit of the Company 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.

ANNEXURE TO THE AUDIT REPORT

(Referred to in paragraph 3 of our report of even date on the accounts of POLO HOTELS LIMITED, for the year ended on 31st March, 2010) i. Inrespect of its fixed assets;

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

b. As informed to us, fixed assets of the company have been physically verified by the management in a phased periodical manner during the year, and no serious discrepancies have been noticed on such verification.

c, No substantial (or major) part of the fixed assets has been disposed off during the year and the going concern status of the company is not affected ii. As there are no inventories during the year therefore reporting under clause ii of paragraph 4 of the order does not arise

iii. a. As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (b), (c) and (d) of the Companies (Auditors report) Order, 2003 are not applicable to the Company

e. The company has taken unsecured loan from three companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved and year end balance was Rs 236.12 lacs.

f. The terms and conditions of loans, are prima facie not prejudicial to the interest of the company.

g. The loan is repayable on demand.

iv. In our opinion and according to the information explanations given to us there are adequate internal control systems commensurate with the size of the company and nature of its business for the purchase of fixed assets. During the course of our audit we have not observed any major weaknesses in internal control system.

v. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956;

a. To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in to the register in pursuance of section 301 of the Act exceeding the value of Rupees Five Lacs in respect of any party during the year.

vi. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from public attracting the provisions of sections 58A, 58AA or any other relevant provisions of the Act.

vii. In our opinion, the internal audit system of the company is commensurate with its size and nature of its business.

viii.The Central Government has not prescribed the maintenance of cost records under section 209 (I) (d) or the Companies Act, 1956, for the Company.

ix. 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 generally regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, and any other statutory dues as applicable with the appropriate authorities during the year.

b. According to the information and explanations given to us, no dispute is pending for dues in respect of Sales Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty as at 31.03.2010.

x. The Company has accumulated josses amounting Rs. 121.88 lacs as at the dnd of the financial year, The Company has not incurred cash losses during the current and the immediately preceding financial year.

xi. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. The provisions of any special statute applicable to chit fund are not applicable to the company, xiii. The Company is not dealing or trading in shares, securities, debentures and other investments. xiv. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

xv. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues of financial institutions, banks or debenture holders.

xvi. The terms loans were applied for the purpose for which loans were obtained.

xvii. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets etc.), other than temporary deployment pending application.

xviii. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 to the Companies Act, 1956.

xix. The Company has not issued any debentures during the year.

xx. The Company has not raised any money by way of public issues during the year.

xxi. 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 ASHWANI K. GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS

S/d PLACE: PANCHKULA (ASHWANI K. GUPTA)

DATED: 16.08.2010 PARTNER