Auditor Report of Le Waterina Resorts & Hotels Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s.Le Waterina Resorts & Hotels Ltd., which comprise the Balance Sheet as at March 31, 2015, 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 Responsibility for the Financial Statement

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

Auditor,s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor,s Report) Order, 2015 issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure 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 obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

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

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

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of M/s.Le Waterina Resorts & Hotels Ltd., on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1.

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

b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, sale of fixed asset during the year does not affect the going concern assumption.

a. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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 are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3.

a. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Act, Accordingly the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

b. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, except from the Managing Director. The unsecured loan from the Managing Director is interest free and is not prejudicial to the interests of the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any deposits from the public covered under section 73 to76 of the Companies Act, the Companies (Acceptance of Deposits) Rules, 2014 (as amended) . Accordingly, the provisions of clause 3(v) of the Order are not applicable

6. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub- section (1) of section 148 of the Act, in respect of Company,s, products/ services Accordingly, the provisions of clause 3(vi) of the Order are not applicable

7.

a. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees, State Insurance, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us except the company has outstanding statutory dues as on 31st of March, 2015 for Rs.77,74,411/- a period of more than six months from the date.

b. According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

8. The Company does not have any accumulated loss and has incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, except repayment of interest and principal due to M/s.Vijaya Bank amount of Rs.97,34,541/-

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

11. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For N.BALASUBRAMANIAN ASSOCIATES Chartered Accountants FRN:000355S

A.SRINIVASAN Partner MRN:021403

Place : Chennai Date : 29/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of M/s.Le Waterina Resorts & Hotels Ltd., which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b. in the case of the 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.

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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of M/s.Le

Waterina Resorts & Hotels Ltd., on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation

given to us during the course of our audit, we report that:

1.

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

b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2.

a. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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 are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3.

a. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not applicable to the Company.

b. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 except from the Managing Director. The unsecured loan from the Managing Director is interest free and is not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5.

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act have been made at prevailing market prices which are reasonable. However during the year under audit, the Managing Director of the

company has reduced his business charges for the current year and ensuing year in view of the large repairs and renovation expenditure incurred by the company for upgradation and expansion of the business.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9.

a. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date.

b. According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, the company has raised Rs.1111 lakhs from M/s Vijaya bank for repairs, renovation, upgradation and expansion of business. Except for the balance amount kept in separate account with M/s Vijaya Bank, rest of monies have been spent on the objectives for which loan has been raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For N.BALASUBRAMANIAN ASSOCIATES Chartered Accountants FRN.000355S

A.SRINIVASAN Partner MRN:021403

Place : Chennai Date : 30-05-2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s.Le Waterina Resorts & Hotels Ltd., which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b. in the case of the Profit and Loss Account, of the profit 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of M/s.Le Waterina Resorts & Hotels Ltd., on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1.

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

b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2.

a. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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 are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3.

a. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not applicable to the Company.

e. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 except from the Managing Director. The unsecured loan from the Managing Director is interest free and is not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5.

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act have been made at prevailing market prices which are reasonable. However during the year under audit, the Managing Director of the company has reduced his business charges for the current year and ensuing year in view of the large repairs and renovation expenditure incurred by the company for upgradation and expansion of the business.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9.

a. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable except in respect of income tax for Rs.26,04,035/-. Being the income tax payable for the year ending on 31s1 March 2012.

b. According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, the company has raised Rs.850 lakhs from M/s Vijaya bank for repairs, renovation, upgradation and expansion of business. Except for the balance amount kept in separate account with M/s Vijaya Bank, rest of monies have been spent on the objectives for which loan has been raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For N.BALASUBRAMANIAN ASSOCIATES

Chartered Accountants FRN:000355S

A.SRINIVASAN

Partner MRN:021403

Place : Chennai

Date : 30-05-2013

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s LE WATERINA RESORTS & HOTELS LIMITED, as on 31.03.2012 and the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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.

I. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act 1956, we annex hereto a statement on the matter specified in paragraphs 4 &5 of the said order.

II. Further to our comments in paragraph I above, we report that

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

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examinations of the books, and

(c) In our opinion, the Balance Sheet and the Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act, 1956.

(d) The company's Balance Sheet and Profit and Loss Account dealt with, by our above report, are in agreement with the books of account.

(e) In our opinion and to the best of our knowledge and information and according to the explanation given to us, the said accounts read with notes and statements thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view.

i. In case of Balance Sheet of the state of the companies affairs as at 31- 03-2012: and ii .In case of the Profit and Loss Account for the profit for the year ended on that date.

ii. As per the written representation as on 31.03.2012 received from the directors, we are of the opinion that none of the directors are disqualified from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act 1956.

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in paragraph 1 of the report of even date of the auditors to the members of M/s LE WATERINA RESORTS & HOTELS LIMITED, Formerly known as Harringtons Industries Limited on the accounts for the year ended 31" March 2012

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. According to he information and explanation given to us there were no material discrepancies noticed on such verification.

(c) The company is maintaining proper records of inventory .There were no material discrepancies noticed on physical verification of stocks as compared to the book records. In our opinion, the valuation of work in progress has been physically verified and valued by the management.

(a) In our opinion there loans have been taken/ given from/to companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 (1 of 1956) are not, prima-facie prejudicial to the interest of the company.

(b) Loans have been granted to companies, firms or other parties listed in the registers maintained under section 301 are not, prima-facie prejudicial to the interest of the company.

(c) In respect of loans and advances in the nature of loans given by the company, where stipulations have been made, the parties are repaying the principal amounts and interest as stipulated excepting as reported in notes on accounts

(d) There are no overdue loan of more than Rs. one lakh during the year excepting advances to a group of companies for which is company is contemplating legal action.

1 In our opinion, the company has an adequate internal control procedure commensurate with its size of the company and nature of its business, for the purchase of materials for constructions.

(a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the companies act of 1956 has been so entered.

(b) In our opinion and according to the information and explanations given to us that the transaction made in pursuance of contracts or arrangements entered in the register maintained under sec 301 of the companies act of 1956 and exceeding the value of 500,000 in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price of the relevant time.

(vi) In our opinion and according to the information and explanations given to me, the company has not accepted any deposit and loans under the provisions of Section 58Aand 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975.

(vii) In our opinion the Internal Audit System of the company is adequate, and commensurate to the size of the company and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the company's product.

(ix) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education and protection Fund, Employee's State Insurance, Income tax, Sales tax, Wealth tax, Custom duty and Excise duty, cess and other statutory dues which are outstanding as on 31a March 2012 for a period of more than six months from the date they became payable.

(x) According to the information and explanations given to us and on the examination of the books of account, the company does not have accumulates losses at the end of the financial year which is not less than fifty percent of its net worth and it has not incurred any cash losses in such financial year and also in the financial year immediately preceding such financial year.

(xi) According to the examination of the books of accounts of the company there is no such default in repayment of dues to any financial institution or bank or debenture holders. Further as there is no such default the question of period of default does not arise.

(xii) In our opinion and according to the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence no question of adequate documentation required to be maintained

(xiii) As the company is not a nidhi / mutual benefit fund/societies, the provision of any such special to chit fund is not a

(xiv) The company is not trading in shares, securities, debentures and other investments.

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

(xvi) The company has not applied for any term loan. Hence the point of applying the proceeds of the term loan does not arise.

(xvii) According to the information and explanations given to us the company has not used the funds raised on short term basis for any long term investment and vice-versa.

(xviii) In my opinion the company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under section 301 of the Act, at a price prejudicial to the interest of the company.

(xix) The company has not issued any debentures hence there is no need for creating any securities.

(xx) The company has not made any public issue during the financial year.

(xxi) According to the examination of books done by us, no fraud on or by the company has been detected in our audit.

(xxii) On the basis of examination of books of account carried out by us in accordance with generally accepted auditing practices and according to the information and explanations given to us, no personal expenses of the employees or directors have been charged to the profit and loss account, other than those payable under contractual obligations or in accordance with the generally accepted business. practice.

(xxiii) The company is not a Sick Industrial Company within the meaning of clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For N. BALASUBRAMANIAN ASSOCIATES

Chartered Accountants

A.SRINIVASAN

Partner

Place : Chennai

Date : 22/08/2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s LE WATERINA RESORTS & HOTELS LIMITED, as on 31.03.2011 and the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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.

1 As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of

section 227(4A) of the Companies Act 1956, we annex hereto a statement on the matter specified in paragraphs 4 &5 of the said order.

II. Further to our comments in paragraph I above, we report that

III.

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

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examinations of the books, and

(c) In our opinion, the Balance Sheet and the Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act, 1956.

(d) The company's Balance Sheet and Profit and Loss Account dealt with, by our above report, are in agreement with the books of account.

(e) In our opinion and to the best of our-knowledge and information and according to the explanation given to us, the said accounts read with notes and statements thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view.

i. In case of Balance Sheet of the state of the companies affairs as at 31- 03-2011: and

ii. In case of the Profit and Loss Account for the profit for the year ended on that date.

(f) As per the written representation as on 31.03.2011 received from the directors, we are of the opinion that none of the directors are disqualified from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act 1956.

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in paragraph 1 of the report of even date of the auditors to the members of M/sLE WATERINA RESORTS & HOTELS LIMITED, Formerly known as Harringtons Industries Limited on the accounts for the year ended 31s' March 2011

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given to us there were no material discrepancies noticed on such verification.

(c) The company has disposed of agricultural lands at Theni during the year. In our opinion, the sale does not affect the accounting assumption of going concern.

(a) The inventory has been physically verified by the management .In our opinion the frequency of verification is reasonable.

(b) The procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory .There were no material discrepancies noticed on physical verification of stocks as compared to the book records. In our opinion, the valuation of work in progress has been physically verified and valued by the management.

(a) In our opinion there loans have been taken/ given from/to companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 (1 of 1956) are not, prima- facie prejudicial to the interest of the company.

(b) Loans have been granted to companies, firms or other parties listed in the registers maintained under section 301 are not, prima-facie prejudicial to the interest of the company.

(c) In respect of loans and advances in the nature of loans given by the company, where stipulations have been made, the parties are repaying the principal amounts and interest as stipulated excepting as reported in notes on accounts

(d) There are no overdue loan of more than Rs. one lakh during the year excepting advances to a group of companies for which is company is contemplating legal action.

1 In our opinion, the company has an adequate internal control procedure commensurate with its size of the company and nature of its business, for the purchase of materials for constructions.

(a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the companies act of 1956 has been so entered.

(b) In our opinion and according to the information and explanations given to us that the transaction made in pursuance of contracts or arrangements entered in the register maintained under sec 301 of the companies act of 1956 and exceeding the value of 500,000 in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price of the relevant time.

(vi) In our opinion and according to the information and explanations given to me, the company has not accepted any deposit and loans under the provisions of Section 58Aand 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975.

(vii) In our opinion the Internal Audit System of the company is adequate, and commensurate to the size of the company and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the company's product.

(ix) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education and protection Fund, Employee's State Insurance, Income tax, Sales tax. Wealth tax, Custom duty and Excise duty, cess and other statutory dues which are outstanding as on 31st March 2011 for a period of more than six months from the date they became payable.

(x) According to the information and explanations given to us and on the examination of the books of account, the company does not have accumulates losses at the end of the financial year which is not less than fifty percent of its net worth and it has not incurred any cash losses in such financial year and also in the financial year immediately preceding such financial year.

(xi) According to the examination of the books of accounts of the company there is no such default in repayment of dues to any financial institution or bank or debenture holders. Further as there is no such default the question of period of default does not arise.

(xii) In our opinion and according to the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence no question of adequate documentation required to be maintained.

(xiii) As the company is not a nidhi /mutual benefit fund/societies, the provision of any such special statue to chit fund is not applicable.

(xiv) The company is not trading in shares, securities, debentures and other investments.

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

(xvi) The company has not applied tor any term loan. Hence the point of applying the proceeds of the term loan does not arise.

(xvii) According to the information and explanations given to us the company has not used the funds raised on short term basis for any long term investment and vice-versa.

(xviii) In my opinion the company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under section 301 of the Act, at a price prejudicial to the interest of the company.

(xix) The company has not issued any debentures hence there is no need for creating any securities.

(xx) The company has not made any public issue during the financial year.

(xxi) According to the examination of books done by us, no fraud on or by the company has been detected in our audit.

(xxii) On the basis of examination of books of account carried out by us in accordance with generally accepted auditing practices and according to the information and explanations given to us, no personal expenses of the employees or directors have been charged to the profit and loss account other than those payable under contractual obligations or in accordance with the generally accepted business practice.

(xxiii) The company is not a Sick Industrial Company within the meaning of clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For N.BALASUBRAMANIAN ASSOCIATES Chartered Accountants

A.SRINIVASAN Partner

Place : Chennai Date : 30/08/2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s LE WATERINA RESORTS & HOTELS LIMITED, as on 31.03.2010 and the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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.

I As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act 1956, we annex hereto a statement on the matter specified in paragraphs 4 &5 of the said order.

II. Further to our comments in paragraph I above, we report that

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

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examinations of the books, and

(c) In our opinion, the Balance Sheet and the Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act, 1956.

(d) The companys Balance Sheet and Profit and Loss Account dealt with, by our above report, are in agreement with the books of account.

(e) In our opinion and to the best of our knowledge and information and according to the explanation given to us, the said accounts read with notes and statements thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view.

i. In case of Balance Sheet of the state of the companies affairs as at 31- 03- 2010: and

ii. In case of the Profit and Loss Account for the profit for the year ended on that date.

(f) As per the written representation as on 31.03.2010 received from the directors, we are of the opinion that none of the directors are disqualified from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act 1956.

ANNEXURE TO AUDITORS REPORT

Annexure referred to in paragraph 1 of the report of even date of the auditors to the members of M/s IE WATERINA RESORTS & HOTELS LIMITED, Formerly known as Harringtons Industries Limited on the accounts for the year ended 31" March 2010

(i)(a) The company has maintained pfoper records showing full particulars including

quantitative details and situation of fixed assets.

(i)(b) The fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given to us there were no material discrepancies noticed on such verification.

(i)(c) The company has not disposed of any substantial part of the fixed asset during the year, which has the effect of affecting the accounting assumption of going concern.

(ii)(a) The inventory has been physically verified by the management .In our opinion the frequency of verification is reasonable.

(ii)(b) The procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(ii)(c) The company is maintaining proper records of inventory .There were no material discrepancies noticed on physical verification of stocks as compared to the book records. In our opinion, the valuation of work in progress has been physically verified and valued by the management.

(iii)(a) In our opinion there loans have been taken/ given from/to companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 (1 of 1956) are not, prima-facie prejudicial to the interest of the company.

(iii)(b) Loans have been granted to companies, firms or other parties listed in the registers maintained under section 301 are not, prima-facie prejudicial to the interest of the company.

(iii)(c) In respect of loans and advances in the nature of loans given by the company, where stipulations have been made, the parties are repaying the principal amounts and interest as stipulated.

(iii)(d) There are no overdue loan of more than Rs. one lakh during the year excepting advances to a group of companies for which is company is contemplating legal action.

(iv) In our opinion, the company has an adequate internal control procedure commensurate

with its size of the company and nature of its business, for the purchase of materials for constructions.

(v)(a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions that need to be entered into the register maintained I under section 301 of the companies act of 1956 has been so entered.

(v)(b) In our opinion and according to the information and explanations given to us that the transaction made in pursuance of contracts or arrangements entered in the register maintained under sec 301 of the companies act of 1956 and exceeding the value of 500,000.00 in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price of the relevant time.

(vi) In our opinion and according to the information and explanations given to me, the

company has not accepted any deposit and loans under the provisions of Section 58Aand 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975.

(vii) In our opinion the Internal Audit System of the company is adequate, and commensurate to the size of the company and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the companys product.

(ix) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education and protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Custom duty and Excise duty, cess and other statutory dues which are outstanding as on 31st March 2010 for a period of more than six months from the date they became payable.

(x) According to the information and explanations given to us and on the examination of the books of account, the company does not have accumulates losses at the end of the financial year which is not less than fifty percent of its net worth and it has not incurred any cash losses in such financial year and also in the financial year immediately preceding such financial year.

(xi) According to the examination of the books of accounts of the company there is no such default in repayment of dues to any financial institution or bank or debenture holders. Further as there is no such default the question of period of default does not arise.

(xii) In our opinion and according to the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence no question of adequate documentation required to be maintained.

(xiii) As the company is not a nidhi / mutual benefit fund/societies, the provision of any such special statue to chit fund is not applicable.

(xiv) The company is not trading in shares, securities, debentures and other investments.

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

(xvi) The company has not applied for any term loan. Hence the point of applying the proceeds of the term loan does not arise.

(xvii) According to the information and Explanations given to us the company has not used the funds raised on short term basis for any long term investment and vice-versa.

(xviii) In my opinion the company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under section 301 of the Act, at a price prejudicial to the interest of the company.

(xix) The company has not issued any debentures hence there is no need for creating any securities.

(xx) The company has not made any public issue during the financial year.

(xxi) According to the examination of books done by us, no fraud on or by the company has been detected in our audit.

(xxii) On the basis of examination of books of account carried out by us in accordance with generally accepted auditing practices and according to the information and explanations given to us, no personal expenses of the employees or directors have been charged to the profit and loss account, other than those payable under contractual obligations or in accordance with the generally accepted business practice.

(xxiii) The company is not a Sick Industrial Company within the meaning of clause (0) of sub- section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For N.BALASUBRAMANIAN ASSOCIATES

Chartered Accountants

Place : Chennai A.SRINIVASAN

Date : 02.09.2010 Partner