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Auditor Report of EIH Ltd.

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of EIH Limited ("the Company"), which comprise the Balance Sheet as at March 31 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Sr. No. Key Audit Matter

Auditor''s Response

1 Assessment of impairment of investment in

Principal audit procedures performed:

a wholly owned subsidiary of the Company

• We have understood and tested the design, implementation and

(Refer Note 1(l)(iii), 8 to the Standalone Financial

operating effectiveness of the management controls over the

Statements)

assessment and conclusion over the impairment evaluation with

The Company has a non-current investment

regard to the investment in EIL.

in EIH International Ltd ("EIL"), a wholly owned

• Assessed the appropriateness of the valuation model to determine

subsidiary of the Company, amounting to

the recoverable amount (Value in use).

'' 5,082.77 Million. The Company performed

• Assessed the appropriateness of the key assumptions/

an impairment assessment at the year end

judgements used in determining the recoverable amount and the

and concluded that the recoverable amount

reasonableness of the future cash flow projections, the growth

exceeded the carrying amount as at March 31, 2023 and accordingly, there was no impairment

rates and the discount rate.

loss.

• Assessed the reasonableness of the previously prepared

projections to determine management''s ability to forecast

Due to the multitude of factors and

adequately and understand the reason for any material variances.

assumptions involved in determining the forecasted revenues/cash flows, discount rate

• Considered the sensitivity of reasonable possibility of changes in

and terminal growth rate in the projection

the key assumptions and inputs to determine the effect on the

period, significant judgments are required to

recoverable amount.

estimate the recoverable value.

• Checked the mathematical accuracy of the model.

Hence this is considered as a key audit matter.

• Involved our internal fair valuation specialist to test the valuation model, the discount rates and growth rate.

• Assessed the adequacy of related disclosures in the notes to the standalone financial statements and their compliance with Ind AS.

Information Other than the Financial Statements and Auditor''s Report Thereon

• The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Company''s Annual Report such as Management Discussion and Analysis, Directors'' Report including annexures to the Directors'' Report, Business Responsibility and Sustainability Report, Report on Corporate Governance, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.

• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

which there were any material foreseeable losses. Refer Note 43 to the standalone financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Refer Note 47 to the standalone financial statements.

iv. (a) The Management has represented

that, to the best of it''s knowledge and belief, as disclosed in note 60 (ix) to the standalone financial statements no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in note 60 (x) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever

obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirement

1. As required by Section 143(3) of the Act, based on our audit 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) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 46(a) and 46A to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for

by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in note 20(iv) to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firm''s Registration No. 117366W/W-100018)

Alka Chadha

Partner

(Membership No. 93474) (UDIN: 23093474BGYFGW6251)

Place: Gurugram Date: May 22, 2023


Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

We have audited the accompanying standalone financial statements of EIH Limited (“the Company”), which comprise the Balance Sheet as at March 31 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31 2022, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified

under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter

Auditor’s Response

1. Classification and impairment of investment in a wholly

Principal audit procedures performed:

owned subsidiary of the Company as asset held for sale

• We have understood and tested the design,

(Refer Note 1(l)(iii), 8, 40, 54 to the Standalone Financial

implementation and operating effectiveness of the

Statements)

management controls over the assessment and

The Board of Directors of the Company at its meeting held on

conclusion over the classification and impairment with regard to the investment in EIH Flight Services Ltd

March 16, 2022 granted an approval for the sale of investment

which is held for sale.

in EIH Flight Services Ltd (EIHFSL), Mauritius, a wholly owned subsidiary of the Company subject to regulatory approvals. The

• Obtained the board note and read the board minutes

Company has issued guarantees to State Bank of Mauritius

and other documents of relevance including reading the

amounting to INR 622.67 million as at March 31, 2022 against

terms of firm offer entered by the Company with the

financial facilities availed by EIHFSL and the carrying value

proposed acquirer.

of the investment at the year end is INR 41.00 million (net of

• Obtained and evaluated the assessment of management

provision for impairment INR 1,320.55 million). The investment

in relation to evaluation of conditions required to be

has been classified as “assets held for sale” as per the provisions of

satisfied for classification of investment as assets held

Ind AS 105 - Non-current Assets Held for Sale and Discontinued

for sale as per Ind AS 105 - Non-current Assets Held for

Operations. The Company is of the view that the operations of

Sale and Discontinued Operations.

its subsidiary represent a single cash-generating unit (‘CGU’).

• Assessed the appropriateness of the measurement of

The Company has recorded a provision for impairment in value

fair value less costs to sell.

of investment in EIHFSL of INR 694.23 million as an exceptional

• Obtained and evaluated the management assessment of

item based on the impairment assessments carried out during

the firm offer and the profile of the proposed acquirer

the year and after considering the firm offer received from the

and the associated credit risk.

proposed acquirer.

• Assessed the adequacy of related disclosures in the

The transaction, its accounting and disclosure is non-routine and

notes to the standalone financial statements and their

involves significant management judgements that affects timing

compliance with Ind AS.

and measurement of balance sheet items including determining the fair value less costs to sell.

Hence this is considered as a key audit matter.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

• The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors’ Report including annexures to the Directors’ Report, Business Responsibility Report, Report on Corporate Governance, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon

• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

AUDITOR''S RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

iv. (a) The Management has represented that, to the best of it’s knowledge and belief, as disclosed in note 64 to the standalone financial statements no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of it’s knowledge and belief, as disclosed in note 64 to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act, based on our

audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 46 to the standalone financial statements.;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. Refer Note 43 to the standalone financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Refer Note 47 to the standalone financial statements.

guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

Alka Chadha

Partner

(Membership No. 93474)

(UDIN: 22093474AIJAQF5271)

Place: Gurugram

Date: May 4, 2022


Mar 31, 2019

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of EIH Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr.

No.

Key Audit Matter

Auditor''s Response

1

Carrying value of investment in a wholly owned subsidiary of the Company

(Refer Note 1(l)(iii),7,53 to the Ind AS Standalone Financial Statements)

The Company performed an impairment assessment and concluded that the recoverable amount exceeded the carrying amount as at March 31, 2019 and accordingly, there was no impairment loss. The recoverable amount was determined on the basis of a valuation performed by an external valuer. The recoverable amount was estimated using projected future cash flows for a period of five years approved by the Board of Directors and a long-term growth rate (estimated based on the country and passenger growth rate) was used to extrapolate cash flows beyond the five years period covered by the projections. The discount rate was based on the weighted average cost of capital comprising risk free rate based on 10 year yield of Government of Mauritius bonds and a market participant risk premium.

The valuation, based on the key assumptions in respect of current revenue projections and the discount rate is sensitive to changes, which, if adverse, may cause the carrying amount of this subsidiary to exceed its recoverable amount. Hence this is considered as a key audit matter.

Principal audit procedures performed:

- Considered the external valuation obtained by the Company and assessed the competence and objectivity of the external valuer.

- Assessed the appropriateness of the valuation model used by the external valuer to determine the recoverable amount.

- Checked mathematical accuracy of the model.

- Challenged the key assumptions used in determining the recoverable amount and assessed the reasonableness of the future cash flow projections, the growth rates and the discount rate.

- Performed an assessment of the reasonableness of the previously prepared projections to determine management''s ability to forecast adequately and understand the reason for material variances.

- Considered sensitivity of reasonable possibility of changes in the key assumptions and inputs to determine the effect on the recoverable amount.

- Assessed the adequacy of related disclosures in the notes to the standalone financial statements and their compliance with Ind AS.

Information Other than the Financial Statements and Auditor''s Report Thereon

- The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors'' report including annexures to the Directors'' Report, Report on Corporate Governance, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.

- Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

- In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

- If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

- Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 43

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. Refer Note 40

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Refer Note 44

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

ANNEXURE "A" TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of EIH Limited ("the Company") as of March 31, 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on "the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

ANNEXURE B TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 2 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) The Company has a programme of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed/ transfer deed/conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and buildings that have been taken on lease and disclosed as Fixed Assets and other assets - non current/ current in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposits during the year.

(vi) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Services Tax, Customs Duty, Excise Duty, Value Added Tax, Luxury Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Services Tax, Customs Duty, Excise Duty, Value Added Tax, Luxury Tax, Cess and other material statutory dues in arrears as at March 31, 2019 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax and Luxury Tax which have not been deposited as on March 31, 2019 on account of disputes are given below:

(Rs. in million)

S.

No

Name of Statute

Nature of Dues

Forum where Dispute is Pending

Period to which the Amount Relates(1)

Amount

unpaid(2)

1

Income Tax Act, 1961

Income Tax

Assessing Officer

2009-10 and 2011-12

-

Appellate Authority up to Commissioner of Income Tax Appeals

2000-01, 2007-08, 2008-09, 2010-11, 2011-12, 2014-15, 2015-16

Income Tax Appellate Tribunal

2012-13 and 2013-14

Total

-

2

Finance Act, 1994

Service Tax

Customs, Excise and Service Tax Appellate Tribunal

2004 to 2006

1.05

2008 to 2010,

2010-11, 2012 to 2014, 2013-14

19.05

2002 to 2006,

2009 to 2012,2012-14, 2014-16

8.83

2012 to 2013

32.28

Commissioner of Central Excise (Appeals)

2007 to 2011, 2012 to 2016, 2011 to 2016,

2011 to 2015,

2012 to 2016, 2012 to 2014

22.61

The Honorable Supreme Court of India

2004 to 2006

3.86

Total

87.68

3

Sales Tax

Sales Tax and Value Added Tax

Appellate Authority upto Commissioner level

2005-06, 2008-09, 2009-10, 2010-11, 2013-14, 2013 to 2015, 2015-16, 2016-17

26.52

Tribunal, Haryana

2011-12

0.16

Rajasthan Tax Board

2011-12, 2012-13, 2013-14

West Bengal Appellate and Revisional Board

2008-09,2009-10,

2011-12,2014-15,

2015-16

4.52

Mumbai High Court

1999-00

1.23

Total

32.43

4

Customs Act, 1962

Customs Duty

Commissioner of

Customs

(Preventive)

2008-09

429.66

Total

429.66

5

Rajasthan Tax on Luxuries (In Hotel and Lodging Houses) Act, 1990

Luxury Tax

Rajasthan High Court

2010-11 to 2013-14

1.11

Total

1.11

(1) Period in respect of income tax represent assessment year.

(2) Net of Rs. 557.79 million paid under protest.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to bank. The Company has neither taken any loans or borrowings from financial institutions and government nor has issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

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

For Deloitte Haskins & Sells LLP

Chartered Accountants

Firm''s Registration No. 117366W/W-100018

Manjula Banerji

Place: Gurugram Partner

Date: 30th May, 2019 Membership No. 086423


Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of EIH Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

In conducting 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 and the Order issued under section 143(11) of the Act.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 prepared in accordance with Ind AS included in these Ind AS financial statements have been audited by the predecessor auditor. The report of the predecessor auditor on the comparative financial information dated May 30, 2017 expressed an unmodified opinion.

Our opinion on the financial statements is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, to the extent applicable that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.;

e) On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer Note 41(a) 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. Refer Note 38(b) to the financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Refer Note 47 to the financial statements.

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

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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

(b) The Company has a programme of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed/ transfer deed/conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and buildings that have been taken on lease and disclosed as Fixed Assets and other assets-non current/current in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

ii. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. According to the information and explanations given to us, the Company has not accepted any deposits during the year.

vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013.

vii According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Services Tax, Customs Duty, Excise Duty, Value Added Tax, Luxury Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Services Tax, Customs Duty, Excise Duty, Value Added Tax, Luxury Tax, Cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax and Luxury Tax which have not been deposited as on March 31, 2018 on account of disputes are given below:

Rupees Million

S.

Name of

Nature of

Forum where

Period to which the

Amount

No.

Statute

Dues

Dispute is Pending

Amount Relates®

unpaid(2)

1.

Income Tax Act, 1961

Income Tax

Assessing Officer

2009-10 and 2011-12

Appellate Authority

2000-01, 2007-08, 2008-

-

up to Commissioner

09, 2010-11, 2011-12,

of Income Tax Appeals 2014-15, 2015-16

Income Tax Appellate

2012-13 and 2013-14

-

Authority

Total

-

2.

Finance Act, 1994

Service Tax

Customs, Excise and Service Tax Appellant Tribunal

2004 to 2006

1.05

-do-

2002-03 to 2005-06 and 2008-09 to 2011-12

2.74

-do-

2004-05 to 2006-07, 2008-10 to 2013-14

73.85

-do-

2012 to 2013

32.28

Commissioner of Cen-

2007-08 to 2015-16

22.68

tral Excise (Appeals)

Supreme Court

2004 to 2005

3.86

Total

136.46

3.

Sales Tax

Sales Tax and Value Added Tax

Appellate Authority upto Commissioner level

2005-06, 2008-09 to 2010-11, 2013-14

21.30

Tribunal, Haryana

2011-12

0.16

Rajasthan Tax Board

2011-12 to 2013-14

-

West Bengal Appellate

2008-09, 2009-10, 2011-

3.28

and Revisional Board

12, 2014-15

Mumbai High Court

1999-00

1.23

Total

25.98

4.

Customs Act, 1962

Customs Duty

Commissioner of Customs (Preventive)

2008-09

429.66

Total

429.66

5.

Rajasthan

Luxury

Rajasthan High Court

2010-11 to 2013-14

1.11

Tax on

Tax

Luxuries

(In Hotel

and

Lodging

Houses)

Act, 1990

Total

1.11

(1) Period in respect of income tax represent assessment year.

(2) Net of INR 558.28 Million paid under protest.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to bank. The Company has neither taken any loans or borrowings from financial institutions and government nor has issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

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

For Deloitte Haskins & Sells LLP

Chartered Accountants

Firm’s Registration No. 117366W/W-10018

Manjula Banerji

Place: Gurugram Partner

Date: 30th May 2018 Membership No. 086423


Mar 31, 2017

To

The Members EIH Limited

Report on the Standalone Ind AS Financial Statements

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

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March, 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone Ind AS financial statements:

a) Note No 6 and Note No 45 to the standalone Ind AS financial statements wherein the Company has stated that adjustments for impairment is not considered necessary in respect of investments of Rs. 1184.88 Million in EIH Flight Services Limited Mauritius in view of the business valuation made by the independent valuer even though the net worth of EIH Flight Services Limited Mauritius continues to be negative.

b) Note No 3(ii) to the standalone Ind AS financial statements regarding disclosure of advance towards equity shares in Mashobra Resort Limited and allotment of shares pending settlement of legal issues between Government of Himachal Pradesh and EIH Limited. The said note describes the uncertainty related to the outcome of the above legal matters and accordingly the impact, if any, on the standalone Ind AS financial statements has not been ascertained. As such the uncertainty of the allotment of shares still continues.

Our opinion is not modified in respect of these matters.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, audited by us and on which we expressed an unmodified opinions in our reports for the year ended March 31, 2016 and March 31, 2015 dated May 26, 2016 and May 30, 2015 respectively, as adjusted for the differences in accounting principles adopted by the Company on transition to the Ind AS which have been audited by us. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in

"Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

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

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

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

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 read with the Companies (Audit and Auditors) Amendment Rules, 2017, 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 against the Company on its financial position in its standalone Ind AS financial statements in respect of claims and demands on the Company which are being contested as mentioned in Note 41 (a) and 3 (ii).

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.

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as to the holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and produced to us by the management. Refer Note 47 to the standalone Ind AS financial statements.

(Referred to in paragraph 1 under the heading ''Report on Other Legal and Regulatory

Requirements'' of our report at even date)

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

(b) The fixed assets have been physically verified by the Management during the year in accordance with a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification which were not material have been properly dealt with in the books of account.

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

ii. As explained to us, inventories have been physically verified by the Management during the year at reasonable intervals. In respect of stocks lying with third parties, certificates confirming stocks have been received for stocks held. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, clauses (iii) (a), (b) and (c) of the aforesaid Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has not violated the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

v. The Company has not accepted any deposits from the public. As such requirement of clause (v) of the aforesaid order is not applicable.

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

vii (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, excise duty, value added tax, cess and any other statutory dues applicable to it.

According to information and explanations given to us, there are no undisputed amounts payable in respect of income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess that were outstanding, as at 31st March, 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of income tax, sales tax/value added tax, customs duty, service tax and luxury tax have not been deposited by the Company on account of disputes:

Sl.

No

Name of Statute

Nature of Dues

Forum where dispute is pending

Rupees

Million

1

Income Tax Act, 1961

Income Tax

CIT (Appeals), Kolkata for FY 1999-2000, 2006-07 to 2007-08, 2009-2010 to 2010-2011 and 2013-14

333.29

ITAT, Kolkata for FY 2007-2008 to 2008-2009 and 2010-11 to 2011-12

124.50

Total

457.79

2

Value Added Tax of various States

Value Added Tax/Sales Tax

Additional Commissioner of Sales Tax & Vat, Kolkata for FY 2011-2012

0.62

Senior Jt. Commissioner Sales Tax, Kolkata for FY 2013 -2014

1.68

Maharashtra Sales Tax Tribunal/

Joint Commissioner of Sales Tax Appeals, Mumbai for FY 1999-2000, 2008-2009 and 2009-2010

7.88

Additional Commissioner (Appeals) Commercial Tax Debt, Udaipur for FY 2011-12 to 2013-2014

3.63

Appellate and Revision Board Commercial Taxes, West Bengal. Kolkata for FY 2005-2006 to 2009-2010

10.39

Tax Tribunal, Chandigarh for FY 2011-2012

0.25

Total

24.45

3

Customs Act, 1962

Customs Duty

CESTAT Tribunal, Delhi for FY 2008-2009

429.66

Total

429.66

4

Rajasthan Tax on Luxuries (In Hotels and Lodging House) Act, 1990

Luxury Tax

Rajasthan Tax Board, Ajmer for Luxury Tax for FY 2010-2011 to 2013-2014

3.50

Total

3.50

5

Service Tax

Service Tax

Commissioner of Service Tax, Division-1 Delhi for FY 2007-2008 to 2009-2010

6.40

Commissioner of Central Excise (Appeal-I), Kolkata for FY 2001-2006

0.27

CEST Appellate Tribunal, Kolkata for FY 2008-2009 to 2011-12

2.63

CEST Appellate Tribunal, Bangalore for FY 2004-2006.

1.11

CEST Appellate Tribunal, New Delhi for FY 2010-2011 to 2013-2014

24.15

Commissioner of Service Tax (Appeal), Mumbai for FY 2012-13

33.54

Commissioner of Service Tax, Delhi for 2003-2004 to 2006-2007

48.90

Deputy Commissioner of Service Tax, Delhi 2003-04 to 2005-06

3.86

CESTAT Tribunal, Delhi for FY 2008-2011

1.26

Total

122.12

viii In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. There are no debenture holders and loan from Government.

ix The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

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

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

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

xiii. In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of the Companies act, 2013 where applicable and the details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable standards.

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

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of EIH Limited ("the Company") as at 31st March, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For RAY & RAY

Chartered Accountants

(Firm''s Registration No.301072E)

R.N. ROY

Place: Gurugram Partner

Date: 30th May 2017 Membership No. 8608


Mar 31, 2015

Not Available


Mar 31, 2014

We have audited the accompanying financial statements of EIH Limited ("the Company"), which comprise the Balance sheet as at 31st March, 2014, and the statement of profit and Loss and Cash Flow statement for the year then ended, and a summary of signifcant 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 control relevant to the preparation and fair 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

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 judgement, 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''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 suffcient 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 31st March, 2014;

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

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

Emphasis of Matter

We draw attention to note 39 to the Financial statements relating to the stay order given by the High Court of Himachal pradesh against the issue and offer of shares by Mashobra resort Limited to the Company against the advances made by the Company thereby making such adjustment of the advances dependent upon the Hon''ble High Court''s decision. our opinion is not qualifed in this respect.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956 ("the Act"), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 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 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 dealt with by this report comply with the Accounting standards referred to in sub-section (3C) of section 211 of the Act;

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT (Referred to in paragraph 1 under the heading "report on other Legal and regulatory requirements" of our report of even date)

i (a) the Company have maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verifed by the Management during the year but there is a regular programme of verifcation which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. the discrepancies noticed on such verifcation which were not material have been properly dealt with in the books of accounts.

(c) the fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii (a) As explained to us, inventories have been physically verifed by the Management during the year at reasonable intervals. In our opinion, the frequency of verifcation is reasonable.

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

(c) The Company is maintaining proper records of inventory. the discrepancies noticed on verifcation between the physical stocks and the book records were not material.

iii (a) The Company has not granted any loans, secured or unsecured, to companies, frms or other parties covered in the register maintained under section 301 of the Act.

(b) In view of our comments in paragraph iii (a) above, the provisions of Clauses iii (b), iii (c) and iii (d) of paragraph 4 of the aforesaid order are not applicable to the Company.

(c) The Company has not taken any loan, secured or unsecured, from companies, frms or other parties covered in the register maintained under section 301 of the Act.

(d) In view of our comment in paragraph iii (c) above, clauses iii (f) and iii (g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. during the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

v According to the information and explanations given to us, we are of the opinion that no particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Act. According, clause v(b) of paragraph 4 of the aforesaid order is not applicable to the Company.

vi the Company has not accepted any deposit from the public during the year under sections 58A and 58AA of the Act and the Companies (Acceptance of deposits) rules, 1975. 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 of the Company and nature of its business.

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

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

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of income tax, wealth tax, service tax, value added tax/sales tax, customs duty, excise duty and cess which were outstanding as at 31st March, 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, the following dues of income tax, value added tax/sales tax, customs duty, excise duty and service tax have not been deposited by the Company on account of disputes:

Sl. No. Name of the Statute Nature of Forum where Amount the dues dispute is (Rupees in pending Million)

1 Income tax Act, 1961 Income CIT (Appeals), Kolkata for 295.02 Tax Assessment Years 2000-2001, 2005-2006, 2006-2007, 2007-2008, 2008-2009 and 2010-2011

ITAT, Kolkata for 422.48 Assessment Years 2002-2003, 2003-2004, 2004-2005, 2006-2007, 2008-2009 and 2009-2010

TOTAL 717.50

2. Income tax Act, 1961 Tax Deducted CIT(Appeals), Delhi for 14.59 at source Assessment Years 2004-2005 to 2007-2008, 2010-2011 and 2011-2012

CIT (Appeals), Mumbai for 13.84 Assessment Years 2009-2010, and 2010-2011

DCIT (Appeals), Delhi for 0.44 Assessment Years 2011-2012

TOTAL 28.87

3. Value Added tax of VAT/ Maharashtra Sales tax 11.98 various states Sales tax tribunal/Joint Commissioner of sales tax Appeals, Mumbai for 1999-2000, 2002-2003, 2008-2009 and 2009-2010

Commissioner of sales tax, 3.07 Mumbai for 2005-2006

Sr. Joint Commiss -ioner of 0.62 Sales tax & VAT, Kolkata for 2009-2010

Additional Commiss -ioner of 12.52 Sales tax & Vat, Kolkata for 2007-2008, 2008-2009 and 2010-2011

Joint Commissioner of sales 10.57 Tax appeals, Kolkata for 2005-2006, 2007-2008, 2009-2010 and 2010-2011

TOTAL 38.76

4. Customs Act, 1962 Customs CESTAT Tribunal, Delhi for 429.66 Duty 2008-2009

TOTAL 429.66

5. Central excise Excise Commissioner (Appeals) of 3.53 Act, 1944 Duty Central excise, Mumbai for 2002-2004

Customs, Excise & Service tax 69.53 Appellate tribunal, Mumbai for 2005-2006

Customs, excise & service tax 26.01 Appellate tribunal, Delhi for 2004-2005 and 2005-2006

TOTAL 99.07

6. Central Excise Service Tax Various show Cause Notices 60.53 Act, 1944 served for 2004-2007 and 2009-2011 and replied

Commissioner of Central 0.27 excise (Appeal-I), Kolkata 2001-2006

Commissioner of Service tax, 22.71 Kolkata for 2009-2010 to 2011-2012

Joint Commissioner of Central 1.11 excise (Appeals), Cochin for 2004-2006

Commissioner of Service tax, 6.40 Delhi for 2007-2008 to 2009-2010

Custom Excise and Service Tax 6.69 Appellate tribunal, New Delhi for 2011-2012

Commissioner of Service tax, 30.81 Delhi for 2003-2004 to 2006-2007

Commissioner of Service tax, 4.08 Kolkata for 2008-2009 to 2011-2012

TOTAL 132.60

x The Company has no accumulated losses and has not incurred any cash loss during the year covered by our report and in the immediately preceding financial year.

xi In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks. there are no debenture holders.

xii The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of Clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xiv In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of paragraph 4 of the aforesaid order are not applicable to the Company.

xv The Company has given guarantees for loans taken by its subsidiary company from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions on which the Company has given guarantees for loans taken from banks and financial institutions are not, prima-facie, prejudicial to the interest of the Company.

xvi According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

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 investments.

xviii According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies/frms covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix The Company has not issued unsecured debentures during the year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid order are not applicable to the Company.

xx The Company has not raised any money by way of public issue during the year. Accordingly, the provisions of clause (xx) of paragraph 4 of the aforesaid order are not applicable to the Company.

xxi 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 RAY & RAY

Chartered Accountants

Firm''s Registration Number 301072E

A.K. SHARMA New Delhi Partner

30th May, 2014 Membership Number 80085


Mar 31, 2013

Report on the Financial Statements

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

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 control relevant to the preparation and fair 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

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 judgement, 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.

Emphasis of Matter

Without expressing a qualified opinion, we draw attention as a Matter of Emphasis to Note No. 39 of Notes to the Accounts relating to the pending issue of shares by Mashobra Resort Limited against the advances made by the Company.

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 31st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956 ("the Act"), we give in the Annexure of statement on the matters specified in paragraphs 4 and 5 of the said 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 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 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

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

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in praagraph 1 under the heading Report on Other Legal Requirements)

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

(b) All the assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification which were not material have been properly dealt with in the books of accounts.

(c) the fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii (a) As explained to us, inventories have been physically verified by the Management during the year at reasonable intervals. In our opinion, the 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 inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) the Company is maintaining proper records of inventory. the discrepancies noticed on verification between the physical stocks and the book records were not material.

iii (a) 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 Act.

(b) In view of our comments in paragraph iii (a) above, the provisions of Clauses iii (b), iii (c) and iii (d) of paragraph 4 of the aforesaid order are not applicable to the Company.

(c) the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the Register maintained under section 301 of the Act.

(d) In view of our comment in paragraph iii (c) above, clauses iii (f) and iii (g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

v According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the Register maintained under Section 301 of the Act. According, clause v(b) of paragraph 4 of the aforesaid Order is not applicable to the Company.

vi The Company has not accepted any deposit from the public during the year under Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. 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 of the Company and nature of its business.

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

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

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of income tax, wealth tax, service tax, value added tax/sales tax, customs duty, excise duty and cess which were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of wealth tax, and cess which have not been deposited on account of any dispute other than disputed income tax, value added tax/sales tax, customs duty, excise duty and service tax as indicated below:

Sl. No. Name of the Statute Nature of Forum where Amount the dues dispute is (Rupees in pending Million)

1 Income Tax Act, 1961 Income CIT (Appeals), Kolkata for 224.40 Tax Assessment Years 2000-2001, 2007-2008, 2009-2010 and 2010-2011

ITAT, Kolkata for 379.50 Assessment Years 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007 & 2008-2009

TOTAL 603.90

2. Income Tax Act, 1961 Tax Deducted CIT (Appeals), Delhi for 14.16 at Source Assessment Years 2004-2005 to 2007-2008, 2010-2011 and 2011-2012

TOTAL 14.16

x the Company has no accumulated losses and has not incurred any cash loss during the year covered by our Report and in the immediately preceding financial year.

xi In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks. there are no debenture holders.

xii the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. therefore, the provisions of Clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xiv In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of paragraph 4 of the aforesaid order are not applicable to the Company.

xv the Company has given guarantees for loans taken by its subsidiary companies from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions on which the Company has given guarantees for loans taken from banks and financial institutions are not, prima-facie, prejudicial to the interest of the Company.

xvi According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

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 investments.

xviii According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies/firms covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix The Company has not issued unsecured debentures during the year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid Order are not applicable to the Company.

xx The Company has not raised any money by way of public issue during the year. Accordingly, the provisions of clause (xx) of paragraph 4 of the aforesaid Order are not applicable to the Company.

xxi 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 RAY & RAY

Chartered Accountants

Firm''s Registration Number 301072E

R.N. ROY

Kolkata Partner

30th May, 2013 Membership Number 8608


Mar 31, 2012

1. We have audited the attached Balance sheet of EIH Limited ('the Company') as at 31st March, 2012, the statement of profit and Loss and also the 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.

2. We conducted our audit in accordance with the Auditing standards generally accepted in India. those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall Financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's report) order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956 ('the Act') and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Without expressing a qualified opinion, we draw attention as a matter of emphasis to Note no. 39 of Notes to the Accounts relating to the pending issue of shares by Mashobra resort Limited against the advances made by the Company.

5. 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 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 Act;

v) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read in conjunction with the Notes to the Accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012;

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.

ANNEXURE TO THE AUDITOR'S REPORT

The Annexure referred to in our report to the members of EIH Limited ('the Company') for the year ended 31st March, 2012. We report that :

i (a) the Company have maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. the discrepancies noticed on such verifcation which were not material have been properly dealt with in the books of accounts.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii (a) As explained to us, inventories have been physically verified by the Management during the year at reasonable intervals. in our opinion, the 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 inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. the discrepancies noticed on verification between the physical stocks and the book records were not material.

iii (a) 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 Act.

(b) In view of our comments in paragraph iii (a) above, the provisions of Clauses iii (b), iii (c) and iii (d) of paragraph 4 of the aforesaid order are not applicable to the Company.

(c) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(d) In view of our comment in paragraph iii (c) above, clauses iii (f) and iii (g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

v On the basis of our examination of the books of account and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Act have been so entered. According to the information and explanations given to us, there are no transactions during the year that need to be entered into the register maintained under section 301 of the Act and therefore, clause v(b) of paragraph 4 of the aforesaid order is not applicable to the Company.

vi The Company has not accepted any deposit from the public during the year under sections 58A and 58AA of the Act and the Companies (Acceptance of deposits) rules, 1975. 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 of the Company and nature of its business.

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

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

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of income tax, wealth tax, service tax, value added tax/sales tax, customs duty, excise duty and cess which were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of wealth tax, and cess which have not been deposited on account of any dispute other than disputed income tax, value added tax/sales tax, customs duty, excise duty and service tax as indicated below:

Sl. No. Name of the Nature of Forum where Amount Statute the dues dispute is (Rupees in pending Million)

1 Income tax Act, 1961 i) income Cit (Appeals), Kolkata for tax Assessment Years 2009-10 128.70 it At, Kolkata for Assessment Years 2002-03, 2003-04, 2004-05, 2005-06, 2006-07 & 2008-09 379.81

ii) Fringe Cit (Appeals), Kolkata for Beneft Assessment Years 2006-07 & tax 2009-2010 19.67

TOTAL 528.18

2. Income tax Act, 1961 tax deducted Cit (Appeals), delhi for at source Assessment Years 2003-04 to 2006-07 & 2009-10 11.81

Cit (Appeals), Mumbai for Assessment Years 2009-10 & 2010-11 13.84

Cit (Appeals), delhi for Assessment Years 2008-09 & 2011-12 0.23

TOTAL 25.88

3. Value Added tax of sales tax Maharashtra sales tax various states tribunal/Joint Commissioner of sales tax, Appeals-ii, Mumbai for 1999-2000 & 2001-02 to 2004-05 15.01

Appellate and revisional Board, Kolkata for 2004-05 4.27

Commissioner of sales tax, Mumbai for 2006-07 3.07

Commissioner of sales tax, Kolkata 2005-06 & 2006-07 0.99

Appellate deputy Commissioner, Kanchipuram 2005-06 2.58

TOTAL 25.92

4. Customs Act, 1962 Customs duty CestAt/tribunal for 2008-09 429.66

TOTAL 429.66

5. Central excise excise duty Customs, excise & service tax Act, 1944 Appellate tribunal, Mumbai for 2002-04 3.53

Customs, excise & service tax Appellate tribunal, Mumbai for 2005-06 69.53

Customs, excise & service tax Appellate tribunal, delhi for 2005-06 26.01

TOTAL 99.07

6. Central excise service tax Customs, Central excise & Act, 1944 service tax, delhi for 2004-06 22.38

Various show Cause Notices served for 2009-2011 and replied 40.27

Customs and service tax Appellate tribunal, Kolkata 2001-06 0.27

Joint Commissioner of Central excise (Appeals), Cochin for 2004-05 1.11

TOTAL 64.03

x The Company has no accumulated losses and has not incurred any cash loss during the year covered by our report and in 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 and banks. there are no debenture holders.

xii The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. therefore, the provisions of Clause (xiii) of paragraph 4 of the aforesaid order 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. However, reasonable records have been maintained of shares and securities held as investments. All the shares and securities held by the Company as investments are in its own name. However, the provisions of Clause (xiv) of paragraph 4 of the aforesaid order are not applicable to the Company.

xv The Company has given guarantees for loans taken by its subsidiaries and associate company from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions on which the Company has given guarantees for loans taken from banks and financial institutions are not, prima-facie, prejudicial to the interest of the Company.

xvi According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

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 investments.

xviii According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies/firms covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix The Company has not issued unsecured debentures during the year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid order are not applicable to the Company.

xx We have verified the end use of money raised by the rights issue of equity shares in 2011 as disclosed in Note 32 of Notes to the Accounts.

xxi During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management.

For RAY & RAY

Chartered Accountants

A. K. SHARMA

Partner

Gurgaon Membership Number 80085

29th May, 2012 Firm's registration Number 301072E


Mar 31, 2011

1. We have audited the attached Balance sheet of eiH LiMited ("the Company”) as at 31st March, 2011, the Profit and Loss Account and also the 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.

2. We conducted our audit in accordance with the 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 signifcant estimates made by Management, as well as evaluating the overall Financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors report) order, 2003, issued by the Central Government of india in terms of sub-section (4A) of section 227 of the Companies Act 1956 (‘the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said order.

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

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, 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, 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 Act;

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 is disqualifed 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 Act;

vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read in conjunction with schedules 1 to 24 give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india;

a) in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2011;

b) in the case of the Profit and Loss Account, 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.

ANNEXURE TO THE AUDITORS REPORT (referred to in paragraph 3 of our report of even date)

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

(b) All the assets have not been physically verifed by the Management during the year but there is a regular programme of verifcation which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. the discrepancies noticed on such verifcation are being reconciled.

(c) the fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii (a) As explained to us, inventories has been physically verifed by the Management during the year at reasonable intervals. in our opinion, the frequency of verifcation is reasonable.

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

(c) the Company is maintaining proper records of inventory. the discrepancies noticed on verifcation between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

iii (a) the Company has not granted any loans, secured or unsecured, to companies, frms or other parties covered in the register maintained under section 301 of the Act.

(b) in view of our comments in paragraph iii (a) above, the provisions of Clauses iii (b), iii (c) and iii (d) of paragraph 4 of the aforesaid order are not applicable to the Company.

(c) the Company has not taken any loan, secured or unsecured, from companies, frms or other parties covered in the register maintained under section 301 of the Act.

(d) in view of our comment in paragraph iii (c) above, clauses iii (f) and iii (g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv in our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. during the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

v on the basis of our examination of the books of account and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Act have been so entered. According to the information and explanations given to us, there are no transactions during the year that need to be entered into the register maintained under section 301 of the Act and therefore, clause v(b) of paragraph 4 of the aforesaid order is not applicable to the Company.

vi the Company has not accepted any deposit from the public during the year under sections 58A and 58AA of the Act and the Companies (Acceptance of deposits) rules, 1975. 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 of the Company and nature of its business.

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

ix (a) the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax/sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of income tax, wealth tax, service tax, value added tax/sales tax, customs duty, excise duty and cess which were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of wealth tax, and cess which have not been deposited on account of any dispute other than disputed income tax, value added tax/sales tax, customs duty, excise duty and service tax as indicated below:

Sl. No. Name of the Statute Nature of Forum where Amount the dues dispute is (Rupees in pending Million)

1 income tax Act, 1961 i) income Cit (Appeals) for tax Assessment Years 2007-08 & 2008-09 220.45 ITAT, Kolkata for Assessment Years 2002-03, 2003-04, 2004-05, 2005-06 & 2006-07 370.54

ii) Fringe Cit(Appeals) for Beneft Assessment Years 2006-07 & tax 2007-08 2.63

TOTAL 593.62

2. income tax Act, 1961 tax deducted Commissioner of income tax at source (Appeals) for Assessment Years 2005-06 & 2007-08 5.25

Commissioner of income tax (Appeals) delhi for 2004-2005 to 2007-2008 9.37

TOTAL 14.62

3. sales tax Acts of sales tax Maharashtra sales tax various states tribunal, Mumbai for 1999-2000 to 2004-05 15.14

Additional Commissioner (Appellate Board)/tribunal, Kolkata for 2004-05 4.27

deputy Commissioner, sales tax, Mumbai for 2005-06 3.07

sr. Jt. Commissioner of sales tax/Additional Commissioner of sales tax for 2005-06 & 2007-08 6.11

High Court, Chennai for 2005-06 2.58

TOTAL 31.17

4. Customs Act, 1962 Custom duty CestAt/tribunal for 2008-09 429.66

TOTAL 429.66

5. Central excise excise duty Customs, excise & service tax Act, 1944 Appellate tribunal for 2002-03 to 2005-06 35.33

TOTAL 35.33

6. service tax service tax Commissioner of service tax for 2004-05 to 2006-07 30.81 CESTAT, delhi for 2004-05 & 2005-06 3.86

show Cause Notice served, Appeal is yet to be filed for 2004-05 to 2007-08 and 2009-10 14.33

Commissioner of Central excise (Appeals), Cochin for 2004-05 to 2006-07 1.11

Appeal is in process of being filed for 2002 to 2006 to Commissioner of Central excise. 0.27

TOTAL 50.38

x the Company has no accumulated losses and has not incurred any cash loss during the year covered by our report and in 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 and banks. there are no debenture holders.

xii the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii in our opinion, the Company is not a chit fund or a nidhi /mutual beneft fund/ society. therefore, the provisions of Clause (xiii) of paragraph 4 of the aforesaid order 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. However, reasonable records have been maintained of shares and securities held as investments. All the shares and securities held by the Company as investments are in its own name. However, the provisions of Clause (xiv) of paragraph 4 of the aforesaid order are not applicable to the Company.

xv the Company has given guarantees for loans taken by its subsidiaries and associate company from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions on which the Company has given guarantees for loans taken from banks and financial institutions are not, prima-facie, prejudicial to the interest of the Company.

xvi According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

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 investments.

xviii According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies/frms covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix the Company has not issued unsecured debentures during the year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid order are not applicable to the Company.

xx We have verifed the end use of money raised by the rights issue of equity shares as disclosed in Note 3 of Notes to the Accounts (schedule 24).

xxi during the course of our audit of the books of accounts of the Company, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management.



For RAY & RAY

Chartered Accountants

A. K. sharma

Partner

Gurgaon Membership Number 80085

30th May, 2011 Firms registration Number 301072E


Mar 31, 2010

1. We have audited the attached Balance sheet of eiH LiMited ("the Company") as at 31st March, 2010, the proft and Loss Account and also the 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.

2. We conducted our audit in accordance with the 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 signifcant estimates made by Management, as well as evaluating the overall Financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors report) order, 2003, as amended by the Companies (Auditors report Amendment) order, 2004, issued by the Central Government of india in terms of sub-section (4A) of section 227 of the Companies Act 1956 (‘the Act), and, on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said order.

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

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, proft 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, proft 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 Act;

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 is disqualifed 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 Act;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read in conjunction with schedules 1 to 23 give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india;

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2010;

b) In the case of the proft and Loss Account, of the proft for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT (referred to in paragraph 3 of our report of even date)

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

(b) All the assets have not been physically verifed by the Management during the year but there is a regular programme of verifcation which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. the discrepancies noticed on such verifcation are being reconciled.

(c) During the year the Company has not disposed off any substantial part of its fxed assets, which could affect its continuation as a going concern.

ii. (a) The inventory has been physically verifed by the Management during the year. in our opinion, the frequency of verifcation is reasonable.

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

(c) The Company is maintaining proper records of inventory. the discrepancies noticed on verifcation between the physical stocks and the book records were not material.

iii. (a) The Company has not granted any loans, secured or unsecured, to companies, frms or other parties covered in the register maintained under section 301 of the Act.

(b) In view of our comments in paragraph iii(a) above, the provisions of Clauses iii(b), iii(c) and iii(d) of paragraph 4 of the aforesaid order are not applicable to the Company.

(c) The Company has not taken any loan, secured or unsecured, from companies, frms or other parties covered in the register maintained under section 301 of the Act.

(d) In view of our comment in paragraph iii(c) above, clauses iii(f), iii(g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv. 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 purchase of inventory, fxed assets and with regard to the sale of goods and services. Further, there is no continuing failure to correct major weaknesses in internal control system.

v. on the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not entered into any transaction during the year that need to be entered into the register maintained under section 301 of the Act and therefore clauses v(a) and v(b) of paragraph 4 of the aforesaid order are not applicable to the Company.

vi. The Company has not accepted any deposit from the public during the year under sections 58A and 58AA of the Act and the Companies (Acceptance of deposits) rules, 1975.

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

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

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

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess which were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of wealth tax, service tax and cess which have not been deposited on account of any dispute other than disputed income tax, sales tax, customs duty, excise duty and employees state insurance as indicated below:

Sl.No. Name of the Statute Nature of Forum where Amount

the dues dispute is (Rupees in

pending Million)

1. income tax income tax Cit (Appeals) for

Act, 1961 Assessment Years 2000-01,

2002-03, 2006-07 & 2007-08 142.82

itAt, Kolkata for

Assessment Years 2002-03,

2003-04, 2004-05 & 2005-06 429.25

Total 572.07

2. sales tax Acts of sales tax Maharashtra sales tax various states tribunal, Mumbai for

1999-2000 to 2004-05 15.26

Commercial taxes Appellate &

revisional Board, Kolkata for

2000-01, 2001-02 & 2004-05 4.27

deputy Commissioner of

Commercial taxes,

Kolkata

for 2004-05 1.15

sr. Jt. Commissioner of

Commercial taxes, Kolkata for 2005-06 1.38

Commercial tax offcer,

Chennai for 2005-06 2.58

Total 24.64

3. Customs Act, 1962 Customs Commissioner of Customs

duty (Appeals) for 2008-09 452.50

4. Central excise excise duty Customs, excise & service tax Act, 1944 Appellate tribunal for 2009-10 19.49

5. employees state employees esiC Court for 1992-93,

insurance Act, 1948 state 2004-05 & 2005-06 11.12

insurance

x. The Company has no accumulated losses and has not incurred any cash loss during the year covered by our report and the immediately preceding fnancial 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 fnancial institutions, banks or debenture holders.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. therefore, the provisions of clause (xiii) of paragraph 4 of the aforesaid order 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 (xiv) of paragraph 4 of the aforesaid order are not applicable to the Company.

xv. The Company has given guarantees for loans taken by its subsidiaries and associate company from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions on which the Company has given guarantees for loans taken from banks and financial institutions are not, prima-facie, prejudicial to the interest of the Company.

xvi. According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

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 investments.

xviii. The Company has not raised any money by issue of shares during the year. therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix. The Company has not issued unsecured debentures during the year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid order are not applicable to the Company.

xx. The Company has not raised any money by way of public issue during the year. therefore, the provisions of clause (xx) of paragraph 4 of the aforesaid order are not applicable to the Company.

xxi. During the course of our examination of the books of account carried out in accordance with Generally Accepted Auditing practices, we have neither come across any instance of material fraud on or by the Company noticed or reported nor have we been informed of any such case by the Management.

For RAY RAY Chartered ccountants A.K . sharma Partner Mumbai Membership Number 80085 28th May,2010 Firm ’sregistration Number 01072E

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