Auditor Report of Lords Ishwar Hotels Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Lords Ishwar Hotels Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, 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

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 and presentation 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 principle generally accepted in India including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of 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 control, 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 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 in accordance with the Standards on Auditing issued 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place and adequate internal financial control system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 2015;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) ofthe 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 appears from our examination of those books;

c) the Balance Sheet, the 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 ofthe Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the Directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164(2)(g) of the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 23 to the financial statements.

ii. The Company didn't have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred to the investor Education and Protection Fund by the Company.

Annexure to Independent Auditors' Report

On the basis of such checks as we considered appropriate, we report that:

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 at reasonable intervals; no material discrepancies were noticed on such verification.

ii. (a) The 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) The Company is maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. (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 Companies Act, 2013. Consequently, the provisions of paragraph 3 (iii) of the Companies (Auditor's Report) Order, 2015 is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is 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.

v. The Company has not accepted any deposits from the public within the meaning of Section 73 to 76 or any other relevant provisions ofthe Companies Act, 2013 and the rules framed there under.

vi. Maintenance of Cost records prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

vii. (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, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the 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 disputes and the forum where dispute is pending are given below:-

Name of the Nature of Amount (Rs.) Period statute Dispute

Central Excise Service Tax 616,000 2004-05& & Customs Act & Penalty 2005-06

Luxury Tax, Luxury Tax Interest & 662,000 1999-2000 Penalty

Name of the Forum where dispute is Progress and Remarks statute pending

Central Excise Commissioner (Appeals) Out of total demand & Customs Act Central Excise & Customs, of Rs. 816,000 raised, Baroda Rs. 200,000 is paid. Rest Rs. 616,000 is under dispute & pending at appeal level.

Luxury Tax District Collector office, Amount is under dispute. Entertainment Tax & Luxury Tax, Baroda.

viii. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

ix. The Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

xi. Based on our audit procedures and on the information given by the management, we report that the company has not applied & availed any term loans during the year.

xii. Based on the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

FOR J. M. PABARI & ASSOCIATES CHARTERED ACCOUNTANTS

JAYANT PABARI (PROPRIETOR)

Place: Baroda Membership No. 47580 Date : 19th May, 2015 Firm Reg. No. 113881W

---

Mar 31, 2014

We have audited the accompanying financial statements of Lords Ishwar Hotels Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, 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

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that 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 sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 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.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, the 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, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

i. (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.

ii. (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.

iii. (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 4 (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 any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clause (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

iv. 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.

v. (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) In our opinion and according to the information and explanations given to us, where such transactions are in excess of Rs. 5 Lac in respect of any party, the transactions have been made at prices which are, prima facie, reasonable having regard to the prevailing market price at the relevant time.

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

vii. 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.

viii. Maintenance of Cost records prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

ix. (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 they became payable.

(b) According to the information and explanations given to us, the 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 disputes and the forum where dispute is pending are given below:-

Name of Nature of Amount Period the statute Dispute Rs.

Central Service 616,000 2004-05 & Excise & Tax & 2005-06 Customs Penalty Act

Luxury Tax Luxury Tax, 662,000 1999-2000 Interest & Penalty

Name of the statue Forum where Progress and dispute is pending Remarks

Central Excise & Customs Act Commissioner Out of total demand of (Appeals) Central Rs. 816,000 raised, Excise & Customs, Rs. 200,000 is paid. Baroda Rest Rs. 616,000 is under dispute & pending at appeal level.

Luxury Tax District Collector office, Amount is under dispute. Entertainment Tax & Luxury Tax, Baroda.

x. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi. 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.

xii. 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.

xiii. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

xvi. According to information and explanations given to us, the Company is not dealing in or trading in Shares, securities, debentures & other Investments and accordingly Clause 4(xiv) of the Companies (Auditors'' report) Order, 2003 is not applicable to the Company.

xv. 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.

xvi. Based on our audit procedures and on the information given by the management, we report that the company has not availed any term loans during the year.

xvii. 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.

xviii. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has made preferential allotment of shares on conversion of warrants during the year.

xix. The Company has neither issued nor outstanding any debenture during the period, so Clause 4(xix) of the Companies (Auditors'' report) Order, 2003 can not applicable to the Company.

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

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

FOR J. M. PABARI & ASSOCIATES

CHARTERED ACCOUNTANTS

JAYANT PABARI

(PROPRIETOR) Place: Baroda Membership No. 47580

Date : 28th May, 2014 Firm Reg. No. 113881W

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Lords Ishwar Hotels 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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 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 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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 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.

Annexure to Independent Auditors'' Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" 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) 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.

ii. (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.

iii. (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 4 (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 taken unsecured loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken by the Company are not prima facie prejudicial to the interests of the Company.

(g) No terms with regard to the repayment of unsecured loan has been specified. However the Company is regularity of paying interest thereon to Companies covered in the register maintained under section 301 of the Companies Act, 1956.

iv. 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.

v. (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) In our opinion and according to the information and explanations given to us, where such transactions are in excess of Rs. 5 Lac in respect of any party, the transactions have been made at prices which are, prima facie, reasonable having regard to the prevailing market price at the relevant time.

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

vii. 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.

viii. Maintenance of Cost records prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

ix. (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.

(b) According to the information and explanations given to us, the 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 disputes and the forum where dispute is pending are given below:-

Name of Nature of Amount Period the statute Dispute Rs.

Central Service 616,000 2004-05 & Excise & Tax & 2005-06 Customs Penalty Act

Luxury Tax Luxury Tax, 662,000 1999-2000 Interest & Penalty

Name of the Statute Forum where Progress and dispute is pending Remarks

Central Excise & Customs Act Commissioner Out of total (Appeals) Central demand of Excise & Customs, Rs. 816,000 raised, Baroda Rs. 200,000 is paid. Rest Rs. 616,000 is under dispute & pending at appeal level.

Luxury Tax District Collector Amount is under office, dispute. Entertainment Tax & Luxury Tax, Baroda.

x. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi. 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.

xii. 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.

xiii. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of Clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

xiv. According to information and explanations given to us, the Company is not dealing in or trading in Shares, securities, debentures & other Investments and accordingly Clause 4(xiv) of the Companies (Auditors'' report) Order, 2003 is not applicable to the Company.

xv. 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.

xvi. Based on our audit procedures and on the information given by the management, we report that the company has not availed any term loans during the year.

xvii. 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.

xviii. 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.

xix. The Company has neither issued nor outstanding any debenture during the period, so Clause 4(xix) of the Companies (Auditors'' report) Order, 2003 can not applicable to the Company.

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

xxi. According to 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.

FOR J. M. PABARI & ASSOCIATES

CHARTERED ACCOUNTANTS

JAYANT PABARI

(PROPRIETOR)

Place: Baroda Membership No. 47580

Date : 29th May, 2013 Firm Reg. No. 113881W

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of LORDS ISHWAR HOTELS LIMITED as at 31st March, 2012 and also the Profit and Loss Statement of the Company for the year ended on that date annexed thereto and cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in term of sub-section (4A) of section 227 of the Companies Act, 1956, as amended by the companies (Auditor's Report) (Amendment) Order, 2004, and on the basis of such checks as considered appropriate and according to the information and explanation given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

(b) 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 the books.

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

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

(e) On the basis of the written representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors 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 Companies Act, 1956.

(f) In our opinion and to best of our information and according to the explanations given to us, the accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) in the case of the statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE)

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

(b) All fixed assets have been physically verified by the management under regular programme of verification, which in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year under report, the Company has not disposed off any of its substantial fixed assets which can affect its going concern status.

2. (a) The inventory has been physically verified during the year by the Management. In our opinion,the frequency of verification is reasonable.

(b) The procedures of 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) During the year, the Company has not taken any interest free unsecured loans from any party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) During the year, the Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties, listed in the register maintained under Section 301 of the Companies Act, 1956, are not, prima-facie prejudicial to the interests of the Company.

(d) No terms with regard to repayment of such loans has been specified. However the company is regular in repaying the loans taken from the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(e) There is no overdue amount of loans taken from/granted to companies, firms or other parties,listed in the register maintained under Section 301 of the Companies Act, 1956.

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

5. (a) Based on the audit procedure applied by us and according to the information and explanation provided by the management , we are of the opinion that the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies act, 1956 have been so entered

(b) In our opinion and according to the information and explanations given to us, where such transactions are in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are, prima facie, reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other provisions of the Companies, Act, 1956 and the Rules framed there under.

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

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

9. (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident 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) In our opinion & information & explanations given to us, the dues in respect of Income-tax, Sales-Tax & Central Excise has not been deposited with the appropriate authorities on account of dispute and the forum where dispute is pending are given below:-

Name of the Nature of Amount Period statute Dispute (Rs.)

Central Excise & Service Tax 616,000 2004-05 & Customs Act & Penalty 2005-06





Luxury Tax Luxury Tax, 662,000 1999-2000 Interest & Penalty

Name of the Forum where dispute Progress & statute is pending Remarks

Central Excise & Commissioner Out of Customs Act Appeals) Central Rs. 816,000 raised, Excise & Customs, Rs. 200,000 is paid Rest Baroda Rs. 616,000 is under dispute & pending at appeal level.

Luxury Tax District Collector Amount is office, Entertainment under dispute. Tax & Luxury Tax, Baroda.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion 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 the Financial Institutions, Banks and Debenture holders during the year audit under reference.

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

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

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

15. In our opinion, the Company has not given guarantees for loans taken by others and hence, we are not required to report on the terms of such guarantees.

16. In our opinion, the Company has not availed term loans during the year and hence, we were not required to express our opinion, whether the same has been applied for the purpose for which they are raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. According to the information and explanations given to us, the Company has made preferential allotment of shares to parties or Company covered in the Register maintained U/s. 301 of the Act.

19. According to the information and explanations given to us, during the period covered by our audit report, the company has not raised any money by issue of debentures.

20. According to the information and explanations given to us, during the period covered by our audit report, the company has not made any public issue and accordingly the question of reporting on the disclosure in public issue do not arise.

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



For J. M. PABARI & ASSOCIATES Chartered Accountants

JAYANT PABARI (Proprietor) Membership No. 47580 FR No. 113881W

Place: Baroda Date : 29th August, 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of ISHWAR BHUVAN HOTELS LIMITED as at 31st March, 2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in term of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in para 4 and 5 of the said order.

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

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 :

(a) 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 the books.

(b) The Balance Sheet, the Profit and Loss Account dealt with by this report are in agreement with the books of account.

(c) In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub section (3c) of section 211 of the Companies Act, 1956.

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

(e) In our opinion and to best of our information and according to the explanations given to us, the accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

i) In case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

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

iii) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE)

1. (a) The Company has maintained properly records showing full particulars, including quantitative details and situations of fixed assets.

(b) During the year under report, all fixed assets have been physically verified by the management under regular programme of verification, which in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year under report, the Company has not sold off any of its substantial fixed assets which can affect its going concern status.

2. (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) During the year, the Company has not taken any interest free unsecured loans from any party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) During the year, the Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties, listed in the register maintained under Section 301 of the Companies Act, 1956, are not, prima-facie prejudicial to the interests of the Company.

(d) No terms with regard to repayment of such loans has been specified. However the company is regular in repaying the loans taken from the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(e) There is no overdue amount of loans taken from/granted to companies, firms or other parties, listed in the register maintained under Section 301 of the Companies Act, 1956.

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

5. (a) Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, where such transactions are in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are, prima facie, reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rule framed there under.

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

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

9. (a) According to the records of the Company, The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) In our opinion & information & explanations given to us, the dues in respect of Income-tax, Sales-Tax & Central Excise has not been deposited with the appropriate authorities on account of dispute and the forum where dispute is pending are given below:-

Name of Nature of Amount Period

the statute Dispute Rs. in lacs

Income Penalty 0.40 A.Y.

Tax Act, u/s 27 1 2004-05

1961 (1) (c)

Central Service 6.16 2004-05 &

Excise & Tax & 2005-06

Customs Penalty

Act

Luxury Tax Luxury Tax, 6.62 1999-2000

Interest &

Penalty



Name of

the statute Forum where Progress &

dispute is pending Remarks

Income Tax Act, 1961 CIT (A) Baroda Appeal is pending

Central Excise & Customs Act Commissioner Out of total

(Appeals) Central demand of Rs.

Excise & Customs, 8.16 lacs raised,

Baroda Rs. 2.00 Lacs is

paid. Rest Rs. 6.16

Lacs is amount

under dispute &

pending at appeal

level.

Luxury Tax District Collector Amount is under

office, dispute.

Entertainment Tax

& Luxury Tax, Baroda.



10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion 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 the Financial Institutions, Banks and Debenture holders during the year audit under reference.

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

13. In our opinion, the Company is not a chit fund, nidhi, mutual benefit fund or society and accordingly clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares and securities, debentures and other investments and accordingly clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

15. In our opinion, the Company has not given guarantees for loans taken by others and hence, we are not required to report on the terms of such guarantees.

16. In our opinion, the Company has not availed term loans during the year and hence, we were not required to express our opinion, whether the same has been applied for the purpose for which they are raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to any parties or companies covered in the Register maintained U/s. 301 of the Act.

19. According to the information and explanations given to us, during the period covered by our audit report, the company has not raised any money by issue of debentures.

20. According to the information and explanations given to us, during the period covered by our audit report, the company has not made any public issue and accordingly the question of reporting on the disclosure in public issue do not arise.

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

FOR J. M. PABARI & ASSOCIATES

CHARTERED ACCOUNTANTS

JAYANT PABARI

(PROPRIETOR)

Place: Baroda

Membership No. 47580

Date : 31st July, 2010 FR No. 113881W