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Auditor Report of Sayaji Hotels Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Sayaji Hotels Limited (the Company), which comprise the Balance Sheet as at March 31st, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of 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 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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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 required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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 misstatements.

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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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 so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its 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, 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 the paragraph 3 and 4 of the Order, to the extent applicable.

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

d) In our opinion, the aforesaid 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.

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 29.1 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE REFERRED TO IN CLAUSE 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SAYAJI HOTELS LIMITED ON THE STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015.

(i) (a) The company has maintained proper records showing full particulars including quantitative details of fixed assets, however for some fixed assets, situation of the assets is not given and identification numbers are also not been given, which need to be updated. We have been informed by Management that above Work is in progress.

(b) Physical verification of fixed assets has been carried out by the Management at most of the Units in accordance with a phased programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) (a) We are informed that the inventories of the company have been physically verified by the Management during the year.

(b) In our opinion, the procedures for physical verification of inventories followed by Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of the Company, we are of the opinion that the company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical and book records were not material.

(iii) (a) Company has granted loans to 3 Companies (Previous Year 3 Companies) required to be covered in register maintained under section 189 of the Companies Act, 2013. the year end balance outstanding is Rs. 17.62 Lacs (Previous Year Rs. 17.62 Lacs) and maximum amount outstanding is Rs. 17.62 Lacs (Previous Year Rs. 917.90 Lacs).

(b) The above loans granted are unsecured and interest free and are repayable on demand. However, loan amounting to Rs. 17.46 Lacs (Previous Year 17.46 Lacs) has been considered doubtful and provision for same has been made.

(c) There is no overdue amount of loans granted to above companies, since same is repayable on demand and are not called upon to repay the same.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules framed there under, with regard to the deposits accepted from the public. According to information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vi) Central Government has not prescribed for the maintenance of cost records under sub-section 1 of section 148 of the Companies Act, 2013, for any of the business activity carried by the Company during the year under review.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax & cess and other material statutory dues as may be applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, wealth tax, excise duty and cess were in arrears, as at 31.03.2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, details of the dues of sale tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute are given below.

Period to which the Name of Statue Nature of Dues amount relates

Finance Act, 1994 and Service Tax Mar.'05-Mar.'09 Service Tax laws

Service Tax 2009-2011

Service Tax 2009-2013

Service Tax Apr.'11-Jun.'12

Income Tax Act, 1961. Income Tax A.Y.04-05

A.Y.05-06

A.Y.06-07

A.Y.07-08

A.Y.08-09

A.Y.09-10

A.Y.10-11

A.Y.12-13

Tax deducted A.Y.11-13 at Source

M.P. Value Added Tax Value Added Tax 2010-11 Act, 2002

2011-12

2012-13

M.P. Luxury, Entertainment Luxury Tax 2011-2012 & Advertisement Tax Act, 2011

2012-2013

Name of Statute Forum where the Total Amount dispute is pending (Rs. In Lacs)

Finance Act, 1994 and Service Tax Laws High Court of M.P., 256.78 Indore Bench, Indore

Honourable CESTAT, Delhi. 800.74

Honourable Commissioner 39.27 (Appeals), Pune.

Honourable CESTAT, Delhi. 538.54

Income Tax Act, 1961 Honourable ITAT, Ahmedabad. 19.05

Honourable ITAT, Ahmedabad. 6.49

Honourable ITAT, Ahmedabad. 7.39

Honourable ITAT, Ahmedabad. 0.08

Honourable ITAT, Ahmedabad. 22.57

Honourable ITAT, Ahmedabad. 61.13

Honourable ITAT, Ahmedabad. 10.81

Honourable ITAT, Ahmedabad. 3.78

Commissioner of Income Tax, Pune 1.02

M P Value Added Tax Act, 2002 Appelate Tribunal, 0.56 Commercial Taxes, Indore.

Commissioner (Appeal), 37.72 Commercial Taxes, Indore

Commissioner (Appeal), 2.87 Commercial Taxes, Indore

M P Luxury, Entertainment & Advertisement Tax Act, 2011 Commissioner (Appeal), 2.35 Commercial Taxes, Indore

Commissioner (Appeal), 40.60 Commercial Taxes, Indore

TOTAL 1851.75

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The company does have accumulated losses, however they are less than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the company for loans taken by others from banks or financial institutions are prima facie, not prejudicial to the interests of the company.

(xi) In our opinion and according to the information and explanations given to us, term loans taken by the company were applied for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For K.L. Vyas & Company,

Chartered Accountants,

FRN: 003289C

(K.L. Vyas)

Place : Indore. Partner

Date : 30th May, 2015 M. No. 072043


Mar 31, 2014

We have audited the accompanying financial statements of Sayaji Hotels Limited (the Company), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on the above date, and a summary of significant accounting policies and other explanatory information.

Management''sResponsibilityforthe 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 (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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 March 31,2014;

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

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

Report on Other Legal and Regulatory Requirements

1. 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.

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;

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 REFERRED TO IN CLAUSE 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SAYAJI HOTELS LIMITED ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2014.

(i) (a) The company has maintained proper records

showing full particulars including quantitative details, however for some fixed assets, situation of the assets is not given and identification numbers are also not been given, which need to be updated. We have been informed by Management that above Work is in progress.

(b) Physical verification of fixed assets has been carried out by the Management at most of the Units in accordance with a phased programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off a major part of the fixed assets which has affected the going concern status of the Company.

(ii) (a) We are informed that the inventories of the company have been physically verified by the Management during the year.

(b) In our opinion, the procedures for physical verification of inventories followed by Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of the Company, we are of the opinion that the company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical and book records were not material.

(iii) (a) (1) Company has granted loans to 3 Companies (Previous Year 4 Companies and 3 Parties) required to be covered in register under section 301 of the Companies Act, 1956, the year end balance outstanding is Rs. 17.62 Lacs (Previous Year Rs. 517.86 Lacs) and maximum amount outstanding is Rs.917.90 Lacs (Previous Year Rs. 803.66 Lacs).

(2) The above loans granted are unsecured and interest free and are repayable on demand. However, loans amounting to Rs. 111.78 Lacs (Previous Year Rs. Nil) have been written off, which were considered doubtful in the previous year and during the year under review loan amounting to Rs. 9.20 Lacs (Previous Year 111.78 Lacs) has been considered doubtful and provision for same have been done.

(3) There is no overdue amount of loans granted to above companies, since same is repayable on demand and are not called upon to repay the same.

(b) (1) The Company has taken loan from 1 Company (Previous Year 6 Companies and 3 Parties) required to be covered in register under section 301 of the Companies Act, 1956, the year end balance outstanding is Rs. 7.98 Lacs (Previous Year Rs. 696.82 Lacs) and maximum amount outstanding is Rs.696.82 Lacs (Previous Year Rs. 1445.87 Lacs).

(2) We have been informed that above Unsecured Loan taken are interest free and are on short term basis, and prima facie not against the interest of the Company.

(3) As position explained in para (iii)(b)(1) & (2) above, our comments for payment of principal and interest on loans taken/granted and their overdue amount of principal and interest are not required.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

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

(v) (a) According to the information and explanations given to us, we are of'' the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA, or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to information and explanations given to us, no order has been passed by the Company Law Board or the

National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) Central Government has not prescribed for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the business activity carried by the Company during the year under review.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax & cess and other material statutory dues as may be applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, wealth tax, excise duty and cess were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, details of the dues of sale tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute are given below.

Name of Statue Nature of Period to which Dues the amount relates

Finance Act, Service Tax Mar.''05-Mar.''09

1994 and Service Tax laws Service Tax 2009-2011

Service Tax Apr.''11-Jun.''12

Income Tax Income Tax A.Y. 04-05 Act, 1961 A.Y. 05-06

A.Y. 06-07

A.Y 07-08

A.Y 08-09

A.Y 09-10

A.Y 10-11

A.Y 12-13

Tax deducted A.Y. 11-13 at Source

M.P. Value Value Added 2006-2007 Added Tax Act, Tax 2002

Name of Statue Forum where the Total Amount dispute is pending (Rs. In Lacs)

Finance Act, 1994 and Service Tax laws High Court of M.P., 256.78 Indore Bench, Indore

Honourable CESTAT, 800.74 Delhi.

Honourable CESTAT, 538.54 Delhi.

Income Tax Act, 1961 Honourable ITAT, 19.05 Ahmedabad.

Honourable ITAT, 6.49 Ahmedabad.

Honourable ITAT, 7.39 Ahmedabad.

Honourable ITAT, 0.08 Ahmedabad.

Honourable ITAT, 22.57 Ahmedabad.

Honourable ITAT, 61.13 Ahmedabad.

Honourable ITAT, 10.81 Ahmedabad.

Honourable ITAT, 3.78 Ahmedabad.

Commissioner of 1.02 Income Tax,Pune

M.P. Value Added Tax Act, 2002 Dy. Comm. VAT Tax, 20.73 Indore

TOTAL 1630.84

(x) The company does have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

(xii) In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) 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.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) According to information and explanations given to us, company has not given any guarantee for loans taken by others from the banks or financial institutions.

(xvi) The Company has not raised any term loan during the year under review & accordingly furnishing of information about utilization is not applicable.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has not made any Preferential Allotment of Shares, to the parties covered in the Register maintained u/s. 301 of the Companies Act, 1956.

(xix) No reporting under para 4(xix) and (xx) of the Companies (Auditors'' Report) Order, 2003 is required in view of no debentures were issued during the year under review. Likewise, no public issue was made by the company during the year.

(xx) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Shah Gandhi & Shah For K. L. Vyas & Company

Chartered Accountants Chartered Accountants

FRN: 126862W FRN: 003289C (Nimesh Gandhi) (K.L. Vyas)

Partner Partner

M. No. 049134 M.No.0 72043

Place of Signature: Indore

Date: 30th May, 2014


Mar 31, 2013

Report on the Financial Statements

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

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 (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal controls 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 are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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 March 31, 2013;

(b) in the case of the Profit and Loss Account, of the profit/ loss 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.

Report on Other Legal and Regulatory Requirements

1. 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.

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;

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 Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Forming an Opinion and Reporting on Financial Statements

(Referred to in paragraph 1 of our report of even date on the accounts for the year ended on 31st March, 2013 of Sayaji Hotels Limited.)

As required by the Companies'' (Auditors'' Report) Order, 2003, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, we report as under:

1. (a) The records of the Company in respect of fixed

assets needs to be updated in respect of additions, quantitative details, identification numbers, valuation, etc.

(b) We are informed that the Fixed Assets of the Company have been physically verified by the Management during the year at reasonable intervals and reconciliation of the assets, which is reportedly in progress. No material discrepancies has been noticed.

(c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

2. (a) Stocks of Food & Beverages, Stores, and Operating

Supplies etc. have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion the Company has maintained proper records of inventory. The discrepancies noticed on such physical verification of stocks as compared to book records were not significant and the same has been properly dealt with in the books of accounts.

3. (a) Company has granted loans to 9 companies, firms

or other parties required to be covered in register under section 301 of the Act, where in the balance payable as at the year end is Rs.517.86 lacs. The maximum amounts involved in the transactions during the year are Rs.803.66 lacs.

(b) The loans granted are interest free and are repayable on demand. However loan of Rs.111.78 to two of the above companies, which is provided for as doubtful of recovery in the accounts during the year.

(c) There is no overdue amount of loans granted to companies, firms or other parties since they have not been called up for repayment.

(d) The Company has taken loans from 9 Companies, firms required to be covered in register under section 301 of the Act, where in the balance payable as at the year end is Rs. 696.82 lacs. The maximum amounts involved in the transactions during the year are Rs. 1445.87 lacs.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of stores, operating supplies, components, plant and machinery, equipments and other assets and for the sale of goods and services.

5. (a) According to the information and explanations

given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Companies Act, 1956 are entered in the register maintained u/s 301 of the Companies Act.

(b) In our opinion according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company, with regards to the deposits accepted from the public, has complied the provisions of the section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. Central Government has not prescribed maintenance of the cost records under section 209 (1) (d) of the Companies Act 1956 for the Company.

9. (a) According to the records, information and

explanations provided to us, the company is generally regular in depositing, with appropriate authorities undisputed amount of Provident Fund, investor education fund, Employees'' State Insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2013 for the period of more than six months from the date they became payable.

(b) The following are the details of disputed Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess that have not been paid to the concerned authorities.

NAME OF THE FORUM WHERE DISPUTE UNPAID AMOUNT STATUTORY DUES IS PENDING (Rs.)

01 Service Tax Hon''ble High Court M.P and Rs. 1057.52 lacs

Appellate Tribunal, New Delhi

02 VAT Dy. Comm. VAT Tax, Rs. 20.73 lacs Indore

03 Income tax/TDS CIT (Appeals), Appellate Rs. 32.05 lacs Tribunal, Ahmedabad CIT (Appeals) Pune Rs. 1.02 lac

10. The Company has accumulated losses at the end of the financial year due to the current year losses. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanation given by management, the company has not defaulted in repayment of dues to the financial institution, bank or debenture holders as at the balance sheet date.

12. Based on our audit procedures and the information and explanation given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The Company is not a chit/ nidhi /mutual benefit fund/ society and clause XIII of the order is not applicable.

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

15. On the basis of the information and explanation given to us the company has given guarantees for the loans taken by other company from bank or financial institution and the same are not prejudicial to the interest of the Company.

16. Based on our audit procedures and explanation given to us the term loans have been applied for the purpose for which they were raised.

17. On the basis of our examination of the Balance Sheet of the Company and the information and explanation given to us, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

18. During the year, the company has not made any preferential allotment of share to parties and companies covered in the Register maintained under section 301 of the Act.

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

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

21. Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH GANDHI & SHAH

Chartered Accountants

Firm Regn. No. 126862W



Nimesh Gandhi

Indore Partner

Date: 29th May 2013 M.No. 049134


Mar 31, 2012

We have audited the accompanying financial statements of SAYAJI HOTELS LIMITED which comprises the Balance Sheet as at 31 st March, 2012, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and summary of significant accounting policies and other explanatory information. 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.

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 basisforouropinion.

As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order 2004 (together "the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in above paragraph, 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 account as required by law have been kept by the company so far as appears from our examination of those books;

(iii) 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;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956;

(v) During the year Company had sold its investment of Welterman International Ltd of Rs. 26.30 lacs at Rs. 0.26 lacs to the promoter of that Company. The sale transaction was done off the market.

(vi) On the basis of written representations received from the directors, as on 31 st 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 a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956;

(vii) 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 thereon, give the information required by the Companies Act, 1956, 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, 2012; and

b. in the case of the Statement of Profit & 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 for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date on the accounts for the year ended on 31sl March, 2012 of Sayaji Hotels Limited.)

As required by the Companies' (Auditors' Report) Order, 2003, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, we report as under:

1. (a) The records of the Company in respect of fixed assets needs to be updated in respect of additions, quantitative details, identification numbers, valuation, etc.

(b) We are informed that the Fixed Assets of the Company have been physically verified by the Management during the year at reasonable intervals and no material discrepancy has been noticed on such verification

(c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

2. (a) Stocks of Food & Beverages, Stores, and Operating Supplies etc. have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion the Company has maintained proper records of inventory. The discrepancies noticed on such physical verification of stocks as compared to book records were not significant and the same has been properly dealt with in the books of accounts.

3. (a) Company has granted loans to 9 companies, firms or other parties required to be covered in register under section 301 of the Act., where in the balance payable as at the year end is Rs. 546.15 lacs. The maximum amounts involved in the transactions during the yearareRs. 1093.74 lacs.

(b) The loans granted are interest free and are repayable on demand.

(c) There is no overdue amount of loans granted to companies, firms or other parties since they have not been called up for repayment.

(d) The Company has taken loans from 6 Companies, firms required to be covered in register under section 301 of the Act, where in the balance payable as at the year end is Rs. 202.87 lacs. The maximum amounts involved in the transactions during the year are Rs. 1055 lacs.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of stores, operating supplies, components, plant and machinery, equipments and other assets and for the sale of goods and services.

5. (a) According to the information and explanations given to us, we are of the opinion thatthe particulars of the contracts or arrangements referred to in section 301 of the Companies Act, 1956 are entered in the register maintained u/s 301 of the Companies Act.

(b) In our opinion according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company, with regards to the deposits accepted from the public, has complied the provisions of the section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

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

9. (a) According to the records, information and explanations provided to us of the company is generally regular in depositing, with appropriate authorities undisputed amount of Provident Fund, investor education fund, Employees' State Insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2012 for the period of more than six months from the date they became payable.

(b) The following are the details of disputed Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess that have not been paid to the concerned authorities.

NAME OF THE FORUM WHERE DISPUTE UNPAID AMOUNT STATUTORY DUES IS PENDING (Rs.)

01 Service Tax Hon'ble High Court M.P. and Rs. 1057.52 lacs Appellate Tribunal, New Delhi

02 VAT Dy. Comm. VAT Tax, Rs. 20.73 lacs Indore

03 Entry Tax Dy. Comm. VAT Tax, Rs. 04.64 lacs Indore

04 Income Tax Appellate Tribunal Rs. 107.64 lacs Ahmedabad

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanation given by management, the company has not defaulted in repayment of dues to the financial institution, bank or debenture holders as at the balance sheet date.

12. Based on our audit procedures and the information and explanation given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The Company is not a chit/ nidhi /mutual benefit fund/ society and clause XIII of the order is not applicable.

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

15. On the basis of the information and explanation given to us the company has given guarantees for the loans taken by other company from bank or financial institution and the same are not prejudicial to the interest of the Company.

16. Based on our audit procedures and explanation given to us the term loans have been applied for the purpose for which they were raised.

17. On the basis of our examination of the Balance Sheet of the Company and the information and explanation given to us, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

18. During the year, the company has not made any preferential allotment of share to parties and companies covered in the Register maintained under section 301 of the Act.

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

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

21. Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course ofouraudit.

For SHAH GANDHI & SHAH

Firm Regn. No. 126862W

Chartered Accountants

Vadodara Yogesh K. Shah

30th May, 2012 Partner

M.No.101687


Mar 31, 2011

We have audited the attached Balance Sheet of SAYAJI HOTELS LIMITED as at 31st March, 2011 and also the Profit & Loss Account and Cash Flow Statement 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 these financial statements based on our audit.

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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order 2004 (together "the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in above paragraph, 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 account as required by law have been kept by the company so far as appears from our examination of those books;

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

(iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a director 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 as per Schedule 16 and other notes thereon appearing in Schedule 16, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and

b. in the case of the Profit & 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 AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date on the accounts for the year ended on 31st March, 2011 of Sayaji Hotels Limited.)

As required by the Companies' (Auditors' Report) Order, 2003, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, we report as under:

1. (a) The records of the Company in respect of fixed assets needs to be updated in respect of additions, quantitative details, identification numbers, valuation, etc.

(b) We are informed that the Fixed Assets of the Company have been physically verified by the Management during the year at reasonable intervals and no material discrepancy has been noticed on such verification

(c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

2. (a) Stocks of Food & Beverages, Stores, and Operating Supplies etc. have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion the Company has maintained proper records of inventory. The discrepancies noticed on such physical verification of stocks as compared to book records were not significant and the same has been properly dealt with in the books of accounts.

3. (a) Company has granted loans to 7 companies, firms or other parties required to be covered in register under section 301 of the Act., where in the balance payable as at the year end is Rs. 408.09 lacs. The maximum amounts involved in the transactions during the year are Rs. 417.18 lacs.

(b) The loans granted are interest free and are repayable on demand.

(c) There is no overdue amount of loans granted to companies, firms or other parties since they have not been called up for repayment.

(d) The Company has taken loans from 6 Companies, firms required to be covered in register under section 301 of the Act, where in the balance payable as at the year end is Rs. 199.95 lacs. The maximum amounts involved in the transactions during the year are Rs. 805.00 lacs.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of stores, operating supplies, components, plant and machinery, equipments and other assets and for the sale of goods and services.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company, with regards to the deposits accepted from the public, has complied the provisions of the section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. Central Government has not prescribed maintenance of the cost records under section 209(1)(d) of the companies Act 1956 for the Company.

9. (a) According to the records, information and explanations provided to us,the company is generally regular in depositing, with appropriate authorities undisputed amount of Provident Fund, investor education fund, Employees' State Insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2011 for the period of more than six months from the date they became payable.

(b) The following are the details of disputed Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess that have not been paid to the concerned authorities.

NAME OF THE FORUM WHERE DISPUTE UNPAID AMOUNT

STATUTORY DUES IS PENDING (Rs.)

01 Service Tax Hon'ble High Court M.P. Rs. 175.01 lacs Tax

Rs. 105.87 lacs Interest

02 VAT Dy. Comm. VAT Tax, Rs. 20.73 lacs

Indore

03 Entry Tax Dy. Comm. VAT Tax, Rs. 4.64 lacs

Indore

04 Income Tax Commissioner of Income Rs. 88.29 lacs

Tax, Baroda

10. Based on our audit procedures and on the information and explanation given by management, the company has not defaulted in repayment of dues to the financial institution, bank or debenture holders as at the balance sheet date:

11. Based on our audit procedures and the information and explanation given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

12. The Company is not a chit/ nidhi /mutual benefit fund/ society and clause XIII of the order is not applicable.

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

14. On the basis of the information and explanation given to us the company has given guarantees for the loans taken by other company from bank or financial institution and are not prejudicial to the interest of the Company.

15. Based on our audit procedures and explanation given to us the term loans have been applied for the purpose for which they were raised.

16. On the basis of our examination of the Balance Sheet of the Company and the information and explanation given to us, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

17. During the year, the company has made preferential allotment of share to parties and companies covered in the Register maintained under section 301 of the Act. The pricing of the issue is as per the SEBI (DIP) Guidelines, 2000 and is not prejudicial to the interest of the Company

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

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

20. Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH GANDHI & SHAH

Firm Regn. No. 126862W

Chartered Accountants

Vadodara Nimesh Gandhi

3rd September, 2011 Partner

M.No. 49134








Mar 31, 2010

We have audited the attached Balance Sheet of SAYAJI HOTELS LIMITED as at 31st March, 2010 and also the Profit & Loss Account and Cash Flow Statement 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 these financial statements based on our audit.

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.

As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order 2004 (together "the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in above paragraph, 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 account as required by law have been kept by the company so far as appears from our examination of those books;

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

(iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations 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 a director 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 as per Schedule 16 and other notes thereon appearing in Schedule 16, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and

b. in the case of the Profit & Loss Account, of the loss 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 AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date on the accounts for the year ended on 31st March, 2010 of Sayaji Hotels Limited.)

As required by the Companies (Auditors Report) Order, 2003, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, we report as under:

1. (a) The records of the Company in respect of fixed assets needs to be updated in respect of additions, quantitative details, identification numbers, valuation, etc.

(b) We are informed that the Fixed Assets of the Company have been physically verified by the Management during the year at reasonable intervals and no material discrepancy has been noticed on such verification.

(c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

2. (a) Stocks of Food & Beverages, Stores, and Operating Supplies etc. have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion the Company has maintained proper records of inventory. The discrepancies noticed on such physical verification of stocks as compared to book records were not significant and the same has been properly dealt with in the books of accounts.

3. (a) Company has granted loans to 3 companies, firms or other parties covered in the register maintained under section 301 of the Act., where in the balance payable as at the year end is Rs. 228.05 lacs. The maximum amounts involved in the transactions during the year are Rs. 4.43 lacs.

(b) The loans granted are interest free and are repayable on demand.

(c) There is no overdue amount of loans granted to companies, firms or other parties since they have not been called up for repayment.

(d) The Company has not taken any loans from firm covered in the register maintained under section 301 of the Act, where in the balance payable as at the year end is Rs. Nil lacs.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of stores, operating supplies, components, plant and machinery, equipments and other assets and for the sale of goods and services.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements refereed to in section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company, with regards to the deposits accepted from the public, has complied the provisions of the section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. Central Government has not prescribed maintenance of the cost records under section 209(1)(d) of the companies Act 1956 for the Company.

9. (a) According to the records, information and explanations provided to us of the company is generally regular in depositing, with appropriate authorities undisputed amount of Provident Fund, investor education fund, Employees State

Insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2010 for the period of more than six months from the date they became payable.

(b) The following are the details of disputed Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess that have not been paid to the concerned authorities :

NAME OF THE FORUM WHERE DISPUTE UNPAID AMOUNT STATUTORY DUES IS PENDING (Rs.)

01 Service Tax Tribunal Rs. 256.78 lacs Tax

02 Luxury Tax Dy. Commr. VAT tax, Indore Rs. 256.78 lacs Penalty

03 VAT Dy. Commr. VAT tax, Indore Rs. 148.35 lacs Interest

04 Entry Tax Dy. Commr. VAT tax, Indore Rs. 41.13 lacs

Rs. 20.73 lacs Rs. 04.64 lacs

10. Based on our audit procedures and on the information and explanation given by management, the company has not defaulted in repayment of dues to the financial institution, bank or debenture holders as at the balance sheet date:

11. Based on our audit procedures and the information and explanation given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

12. The Company is not a chit/ nidhi /mutual benefit fund/ society and clause XIII of the order is not applicable.

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

14. On the basis of the information and explanation given to us the company has given guarantees for the loans taken by other company from bank or financial institution and are not prejudicial to the interest of the Company.

15. Based on our audit procedures and explanation given to us the term loans have been applied for the purpose for which they were raised.

16. On the basis of our examination of the Balance Sheet of the Company and the information and explanation given to us, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

17. During the year, The company has not made any preferential allotment of share to parties and companies covered in the Register maintained under section 301 of the Act.

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

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

20. Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH GANDHI & SHAH

Firm Regn. No. 126862W

Chartered Accountants

Vadodara Nimesh Gandhi

August 31, 2010 Partner

M.No. 49134

 
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