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Auditor Report of Sheraton Properties & Finance Ltd.

Mar 31, 2014

I. We have audited the accompanying financial statements of Sheraton Properties and Finn me Limited (" the Company") withhin comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Lous, and the Cash Flow Statement for fee year then ended and a summary of significant accounting policies and otiier evplajiatory information. which we have signed under reference to this report,

Management''s Responsibility Financial Statements

1. The Company''s Management is responsible for tine preparation of these financial statements that, give a trtie 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, 190 of India ( ihe ''Act") read with the General Circular 152013 dated |3th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act. 201.1 and in accordance with the accounting principles generally accepted in India. This responsibifiiy i net tides (he design, implementation and maintenance of interna! control relevant lo the preparation and presentation of the financial statements that give a true and fair viyw and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

I: Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with tlie Standards on Auditing issued by i!ie Institure of Chartered Accountants of India, Those standards require ihat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements,

4. An audi I involves performing procedure''s to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including die assessment of the risks of material misstatement of die 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 (he financial statements in order to design audit procedures that are appropriate in the circumstances but nol for the purpose of expressing an opinion on the effective less of the Company''s internal control. An audit also includes evaluating me appropriateness of accounting polices used and the reasonableness of the accounting estimates made by management,, as well as evaluating the overall presentation of the financial statements,

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

Opinion

6. Tri our Opinion and to the best of our information and. according to the explanations given to us, the accompanying financial statements give the information required by the- Companies Act, 1956 in the man iter so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. in Hie case of the Balance Sheet, of the state of affair* of the Company as at 31*1 March, 2014;

ii. in the case of the'' Statement of Profit and Loss, of the profit for the year ended on that date; and

iit. in the case of the Cash Flow Statement, of ihe cash flows of the Company for the year ended on thai date.

Report on Other Legal and Regulatory Requirements

- As required by the Companies (Auditor''s Report) Order, 2003 ("the Order''-) issued hy the Central Government of India in terms of Section 227(4A) of ihe Companies Act, 1956 and on Ific basis of such checks of the books and records of die company as we- considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters Specified in paragraphs 4 and 5 of the order.

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

a) Wc havic Obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company bo far as appears from our examination of diose books;

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow statement deah 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 Row 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.

j On the basis of written representations received from the Directors as on 31st March,.2014 and taken on record by the Board of Directors, none of the directors is disqualified as oh 31st March. 2014 from being appointed as a Director in terms of Section 274(1) (g) of the Act.

ANNEXURETO THE INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 7 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date On the basis of such checks as we considered nippropriatc an J in terms of infonnation and explanations given to us we state that;-

1. Tho Company has not granted / taken any loans secured or unsecured to/from companies . firms or other parties covered in the register maintained under section 301 of the Companies ACT l956,Therefore, the provisions ofCLauso (iii.a) to (iii.g) of paragraph 4 of the Order are not applicable and hence not commented upon

2. There is an adequate internal control system commensurate with the size of the Company and the- nature of its business tor the income by way of Commission &. purchase of investments,

3. In our opinion and according to the information and explanations given to us. diere are no transactions that need to be entered into a register maintained under section 301 of the Companies Act. 1956, Accordingly, the clause 4 (v){b) of the Order is not applicable.

4. The Company lias not accepted any Deposits from the public during die year.

5. In our opinion, the company has adeqitate internal audit system commensurate with the sl/e of the Company and the namre of its business,

6, According to the records of the Company, mere, were no undisputed amounts payable in respect of Income Tax, Sales Tax. Wealth Tax. Custom Duty, Excise Duty and Service Tax which have remained oufsiandins as at the last day of financial year, for a period of more than. set months from the date they became .applicable other ihen Professional Tax amounting to Rs, NIL which have remained outstanding as at the last day of financial year, for a period of more than six months from the date diey become applicable,

b) There is no disputed amount payable in respect of Sales Tax, Wealdl Tax, Custom Duty, Excise Duty, Cess and Service Tax other then the following.

Forum where Particulars Nature Year rs in lacs Dispute is of the pending Dues

Income The Income Tax Tax 1990-91 rs .163.32 High court Act 1961 Mumbai



7; The Company does not have accumulated losses at the end of the financial year. Tile company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us,..the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any bans and advances on the basis of security by way of pledge of shares.

10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company.

11. In our opinion and according to the Information and explanations given to us. the Company has not dealt in shares during the year. All investments at the close of i!ie year are held in the name of the company,

12. In our Opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

13. The company Iras not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to there are no funds raised on short-term basis which have been used for long-term investment.

15. 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 Companies Act, 1956 during the year.

I6, During the course of our examination of the books and records of the company, and according to information and explanations reported by the management, no fraud on or by the company was noticed or reported during tire year.

17. Clauses (i),(ii),{viii>,(xix) and
For and on behalf of B. L. Dnshardu & Associates Chartered Accountants F.R. No,:112615W

Sushaut Mehtu Partner M. No.: 112489 Place-: Mumbai Dated: 30th May 2014


Mar 31, 2012

We have audited the attached Balance Sheet of SHERATON PROPERTIES & FINANCE LIMITED as at 31st March, 2012 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

2. 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 those books;

c. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account of the Company,

d. In our opinion the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C), of Section 211 of the Companies Act 1956 ;

e. On the basis of written representation received from the directors as on j 1 V 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 f of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read with the other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view;

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

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

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

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2012 of SHERATON PROPERTIES & FINANCE LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we state that:

1. a) The Company had taken interest free loan from one Company listed in the register maintained under section 301 of the Companies Act,1956 The maximum balance outstanding during the year is Rs 3,00,000/- and balance outstanding at the year end is Rs 3,00,000/-.

b) The terms on which such loans were taken are prima facie not prejudicial to the interest of the company.

2. a) The Company had not granted any interest free unsecured loans to any Individual, firms or companies listed in the register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the companies.

c) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

3. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

4. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4 (v) (b) of the Order is not applicable.

5. The Company has not accepted any Deposits from the public during the year.

6. In our opinion, the company has adequate internal audit system commensurate with the size of the Company and the nature of its business.

7.a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Service Tax which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs. 14,300/- which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they become applicable

b) There is no disputed amounts payable in respect of Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax other then disputed income tax not deposited disclosed in Note No 4(a) - Schedule E under the head “ Contingent Liabilities” and not provided for in the accounts.

8. The Company does not have accumulated losses at the end of the financial year. The company has not incurred cash loss during the current financial year but has incurred cash loss in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

10. The Company has not granted any loans and advances on the basis of security by way of pledge of shares.

11. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company.

12. In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

13. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

14. The company has not obtained any term loan during the year.

15. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis which have been used for long-term investment.

16. 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 Companies Act, 1956 during the year.

17. During the course of our examination of the books and records of the company, and according to information and explanations reported by the management, no fraud on or by the company was noticed or reported during the year.

18. Clauses (i),(ii),(viii),(xix) and (xx) of paragraph 4 of Companies (Auditors' Report) Order,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF B. L DASHARDA & ASSOCIATES CHARTERED ACCOUNTANTS

FRNNO. 112615W

SUSHANT MEHTA, PARTNER I /M.NO. 112489

Place : MUMBAI

Dated : 25th JULY, 2012.


Mar 31, 2011

We have audited the attached Balance Sheet of SHERATON PROPERTIES & FINANCE LIMITED as at 31st March, 2011 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements arc the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act. 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

2. 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 those books;

c. The Balance Sheet .Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account of the Company;

d. In our opinion the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C), of Section 211 of the Companies Act 1956 ;

c. On the basis of written representation received from the directors as on 31st March. 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read with the other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view;

i) in the case of the Balance Sheet of the State of affairs of the Company as at 31st March.2011; and

ii) in the case of Profit and Loss Account of the Loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph I of our report of even date on the accounts for the year ended 31st March, 2011 of SHERATON PROPERTIES & FINANCE LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we state that:

1. a) The Company had not taken interest free loan from one Director listed in the register

maintained under section 301 of the Companies Act,1956 The maximum balance outstanding during the year is Rs.5,10,034/- and balance outstanding at the year end is Rs. NIL

b) The terms on which such loans were taken are prima facie not prejudicial to the interest of the company.

2. a) The Company had granted any interest free unsecured loans to firms or companies

listed in the register maintained under section 301 of the Companies Act, 1956.The maximum balance outstanding during the year was Rs 1,85,000/- and the year end outstanding is Rs. NIL.

b) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act,1956 are not prima facie, prejudicial to the interest of the companies.

c) The loans granted by the company arc at call and no stipulations have been made regarding repayment of loans.

3. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

4. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4 (v) (b) of the Order is not applicable.

5. The Company has not accepted any Deposits from the public during the year.

6. In our opinion, the company has adequate internal audit system commensurate with the size of the Company and the nature of its business.

7.a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Service Tax which have remained outstanding as at the last day of financial year, for a period of more than six months from the dale they became applicable other then Professional Tax amounting to Rs.14,300/- which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they become applicable

b) There is no disputed amounts payable in respect of Sales Tax, Wealth Tax, Custom Duty, Excise Duty. Cess and Service Tax other then disputed income tax not deposited disclosed in Note No 4(a) - Schedule E under the head u Contingent Liabilities" and not provided for in the accounts.

8. The Company has no accumulated losses as at 31st March, 2011 but has incurred cash loss during the current year and the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

10. The Company has not granted any loans and advances on the basis of security by way of pledge of shares.

11. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company.

12. In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

13. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

14. The company has not obtained any term loan during the year.

15. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis which have been used for long-term investment

16. 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 Companies Act, 1956 during the year.

17. During the course of our examination of the books and records of the company, and according to information and explanations reported by the management, no fraud on Or by the company was noticed or reported during the year.

18. Clauses (i),(ii),(viii),(xix) and (xx) of paragraph 4 of Companies (Auditors' Report) Order,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon. FOR AND ON BEHALF OF

B. L DASHARDA & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN NO. 112615W



SUSHANT MEHTA, PARTNER

M.NO. 112489. Place : MUMBAI

Dated : 25th MAY, 2011.


Mar 31, 2010

We have audited the attached Balance Sheet of SHERATON PROPERTIES & FINANCE LIMITED as at 31st March, 2010 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

2. 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 those books;

c. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account of the Company;

d. In our opinion the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C), of Section 211 of the Companies Act 1956;

e. On the basis of 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 Companies Act, 1956. _

f. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read with the other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view;

i) in the case of the Balance Sheet of the State of affairs of the Company as at 31st March,2010; and

ii) in the case of Profit and Loss Account of the Loss of the Company for the year ended on that date.

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

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2010 of SHERATON PROPERTIES & FINANCE LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we state that:

1. a) The Company has taken interest free loan from one director listed in the register maintained under section 301 of the Companies Act, 1956.

b) The terms on which such loans are taken are prima facie not prejudicial to the interest of the company.

c) The loans are repayable at call.

d) The Company has granted an unsecured loans to one company listed in the register maintained under section 301 of the Companies Act, 1956. The loans of Rs. 1,85,000/- was outstanding at the year end. The maximum amount of loan granted/outstanding to the said company during the year was Rs. 1,85,000/- e) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the companies.

f) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4 (v) (b) of the Order is not applicable.

4. The Company has not accepted any Deposits from the public during the year.

5. In our opinion, the company has adequate internal audit system commensurate with the size of the Company and the nature of its business.

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Service Tax which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs. 11,800/- which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they become applicable

b) There is no disputed amounts payable in respect of Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax other then disputed income tax not deposited disclosed in Note No 4(a) - Schedule E under the head " Contingent Liabilities are not provided for in the accounts",

7. The Company has no accumulated losses as at 31st March 2010 and has not incurred cash loss during the current year and the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares.

10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company.

11. In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

13. The company has not obtained any term loan during the year,

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis which have been used for long-term investment.

15. 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 Companies Act, 1956 during the year.

16. During the course of our examination of the books and records of the company, and according to information and explanations reported by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i),(ii),(viii)f(xix) and (xx) of paragraph 4 of Companies (Auditors' Report) 0rder,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF

B. L DASHARDA & ASSOCIATES

CHARTERED ACCOUNTANTS

B. L. DASHARDA , PARTNER

M.NO. 13708.

FRN NO. 112615W

Place : MUMBAI

Dated :31st MAY, 2010


Mar 31, 2009

We have audited the attached Balance Sheet of SHERATON PROPERTIES & FINANCE LIMITED as at 31st March, 2009 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on laics financial statements based on our audit.

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

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

2. 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 those books;

c. The Balance Sheet ,Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account of the Company;

d. In our opinion the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C), of Section 211 of the Act;

e. On the basis of written representation received from the directors as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, they said Accounts, read with the other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view;

i) in the case of the Balance Sheet of the State of affairs of the Company as at 31st March,2009; and

ii) in the case of Profit and Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

Referred in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2009 of SHERATON PROPERTIES & FINANCE LIMITED.

on the basis of such checks as we considered appropriate and in terms of information and explanations given to us we state that:

1. a) The Company has taken interest free loan from one director listed in the register maintained under section 301 of the Companies Act, 1956.

b) The terms on which such loans are taken are prima facie not prejudicial to the interest of the company.

c) The loans are repayable at call.

d) The Company has granted an unsecured loans to one company listed in the register maintained under section 301 of the Companies Act, 1956. The loans of Rs.1,85,000/- was outstanding at the year end. The maximum amount of loan granted/outstanding to the said company during the year was Rs.1,85,000/-

e) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the companies.

f) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4 (v) (b) of the Order is not applicable.

4. The Company has not accepted any Deposits from the public during the year.

5. In our opinion, the company has adequate internal audit system commensurate with the size of the Company and the nature of its business.

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Service Tax which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs.9,300/- which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they become applicable

h) There is no disputed amounts payable in respect of Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax other then disputed income tax not deposited disclosed in Note No 4(a) - Schedule E under the head " Contingent Liabilities" being claim against the company not acknowledged as debts.

7. The Company has no accumulated losses as at 31st March,2009 and has not incurred cash loss during the current year and the immediately preceding financial year.

8, In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares.

10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company.

11. In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

13. The company has not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis which have been used for long-term investment.

15. 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 Companies Act, 1956 during the year.

16. During the course of our examination of the books and records of the company, and according to information and explanations reported by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i),(ii),(viii),(xix) and (xx) of paragraph 4 of Companies (Auditors' Report) Order,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF

B. L DASHARDA &ASSOCIATES CHARTERED ACCOUNTANTS

B.L DASHARDA PARTNER

M.NO. 13708

Place : MUMBAI

Dated : 30th JUNE, 2009.

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