Auditor Report of Sri Havisha Hospitality and Infrastructure Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Shri Matre Power & Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements, together with the Accounting Policies and Notes to Accounts(Schedule – 2.20), give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, which require to be updated.

b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the books / record and the physical inventory were noticed on such verification.

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

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

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 has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company did not take nor grant any loans, secured or unsecured, from or 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 for the purchase of inventory, fixed assets and also for the sale of goods.

5. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/-- (Rupees Five lakhs only) or more in respect of any party.

6. The Company has not accepted any deposits from the public.

7. The company has an in-house Internal Audit Department. In our opinion, the scope and coverage of internal audit system of the Company is commensurate with its size and nature of its business.

8. We have been informed that, though maintenance of Cost Records has been prescribed by the Central Government for the company''s product, the maintenance of such records are not applicable to the Company as the aggregate value of the turnover does not exceed Rs.10 Crores.

9. a) The Company is fairly regular in depositing amounts of Provident Fund and Employees State Insurance dues. In respect of Income tax, Sales Tax , Wealth Tax, Custom Duty and Excise duty there no undisputed amounts outstanding as at March 31,2014, for a period of more than six months from the date they became due.

b) The disputed statutory dues aggregating to Rs.352.77 Lakhs that have not been deposited on account of matters pending before appropriate authorities are as under:

Forum Amount Sl. Nature of the where No. Name of the Statute dues Dispute (Rs.) is in Lakhs pending

1. Customs Duty Act Customs Duty CEGAT 352.77

Total 352.77

10. The accumulated losses as at the end of the Financial Year are less than 50% of the net worth of the Company. The Company has incurred cash losses during the Financial Year covered by the Audit and but has not incurred cash losses in the immediately preceding Financial Year.

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

12. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, Clause – 4 (xiii) of the Companies (Auditors'' Report) Order, 2003, is not applicable to the Company.

13. The Company has not dealt in or traded in shares, securities, debentures and other investments.

14. The Company has given a corporate guarantees for a loan taken by Shri Shakti Resorts Ltd from a commercial bank and, in our opinion, the terms and conditions whereof are not prejudicial to the interests of the company.

15. The Company has not raised any new term loans during the year from banks nor there are any term loans outstanding as at 31.03.2013.

16. The company during the year did not raise any short-term loans and hence the question of their usage does not arise.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

19. The Company has not raised any money by way of public issue during the year.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For VENUGOPAL & CHENOY, CHARTERED ACCOUNTANTS

Hyderabad Sd/- ( P.V.SRI HARI ) 20.05.2014 Partner Membership No.21961

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Mar 31, 2012

We have audited the attached Balance Sheet of Shri Matre Power & Infrastructure Ltd., Hyderabad, as at March 31, 2012 and the Profit and Loss Account 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.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred to in paragraph 2 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 and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Statement of Assets and Liabilities, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred in sub-section (3C) of section 211 of the Companies Act, 1956;

e) In our opinion, and based on information and explanations given to us, none of the directors is disqualified as on March 31, 2012, from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the 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 together with Significant Accounting Policies and Notes to Accounts thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view, in conformity with the accounting principles generally accepted in India;

(i) In so far as it relates to Statement of Assets and Liabilities, of the state of affairs of the Company as at March 31, 2012;

(ii) In so far as it relates to the Statement of Profit and Loss Account, of the loss of the Company for the year ended on that date ; and

(iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, which require to be updated.

b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the books/record and the physical inventory were noticed on such verification.

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

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

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 has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company did not take nor granted any loans, secured or unsecured, from or 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 for the purchase of inventory, fixed assets and also for the sale of goods.

5. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5,00,000/- (Rupees Five lakhs only) or more in respect of any party.

6. The Company has not accepted any deposits from the public.

7. The company has an in-house Internal Audit Department. In our opinion, the scope and coverage of internal audit system of the Company is commensurate with its size and nature of its business.

8. We have been informed that, though maintenance of Cost Records has been prescribed by the Central Government for the company's product, the maintenance of such records are not applicable to the Company as the aggregate value of the turnover does not exceed Rs.10 Crores.

a) The disputed statutory dues aggregating to Rs.371.01 Lakhs that have not been deposited on account of matters pending before appropriate authorities are as under:

SI. Name of the Nature of the Forum where Amount No. Statute Dues Dispute is Rs. pending in Lakhs

1. Customs Duty Act Customs Duty CEGAT 352.77

2. APGST Act Sales Tax STAT 18.24

Total 371.01

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

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

11. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, Clause - 4 (xiii) of the Companies (Auditors' Report) Order, 2003, is not applicable to the Company.

12. The Company has not dealt in or traded in shares, securities, debentures and other investments.

13. The Company has not given guarantees for loans taken by others from banks or financial institutions.

14. The Company has not raised any new term loans during the year from banks nor there are outstanding term loans as at 31.03.2012.

15. The company during the year did not raise any short-term loans and hence the question of their usage does not arise.

16. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

18. The Company has not raised any money by way of public issue during the year.

19. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated. For VENUGOPAL & CHENOY

CHARTERED ACCOUNTANTS

Sd/-

Place : Hyderabad (P. V. SRI HARI)

Date : 26.05.2012 Partner

M.No.2196l

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Mar 31, 2010

We have audited the attached Balance Sheet of Shri Matre Power & Infrastructure Ltd., Hyderabad, as at March 31, 2010 and the Profit and Loss Account 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred to in paragraph 2 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 and Loss Account 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 Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred in sub-section (3C) of section 211 of the Companies Act, 1956;

e) In our opinion, and based on information and explanations given to us, none of the directors is disqualified as on March 31, 2010, from being appointed as directors in terms of clause (g) of sub- section (1) of section 274 of the 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 together with Significant Accounting Policies and Notes to Accounts thereon give the information

required by the Companies Act,1956, in the manner so required, and present a true and fair view, in conformity with the accounting principles generally accepted in India;

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(ii) In so far as it relates to the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

(iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, which require to be updated.

b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the books / record and the physical inventory were noticed on such verification.

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

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

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 has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company did not take nor granted any loans, secured or unsecured, from or 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 for the purchase of inventory, fixed assets and also for the sale of goods.

5. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to ` 5,00,000/- (Rupees Five lakhs only) or more in respect of any party.

6. The Company has not accepted any deposits from the public.

7. The company has an in-house Internal Audit Department. In our opinion, the scope and coverage of internal audit system of the Company is commensurate with its size and nature of its business.

8. We have been informed that, though maintenance of Cost Records has been prescribed by the Central Government for the companys product, the maintenance of such records are not applicable to the Company as the aggregate value of the turnover does not exceed ` 10 Crores.

a) The company is fairly regular in depositing amounts of Provident Fund and Employees State Insurance dues. In respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty and Excise Duty, there are no undisputed amounts outstanding as at March 31, 2010 for a period of more than six months from the date they became payable, except in respect of Sales Tax of ` 89.34 Lakhs not paid as on date.

b) The disputed statutory dues aggregating to `352.77 Lakhs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Nature of the Forum where Amount No. Statute Dues Dispute is pending in Lakhs

1. Customs Duty Act Customs Duty CEGAT 352.77

Total 352.77

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

10. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, Clause – 4 (xiii) of the Companies (Auditors Report) Order, 2003, is not applicable to the Company.

11. The Company has not dealt in or traded in shares, securities, debentures and other investments.

12. The Company has not given guarantees for loans taken by others from banks or financial institutions.

13. The Company has not raised any new term loans during the year from banks nor there are outstanding term loans as at 31.03.2010.

14. The company during the year did not raise any short-term loans and hence the question of their usage does not arise.

15. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

17. The Company has not raised any money by way of public issue during the year.

18. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For VENUGOPAL & CHENOY

CHARTERED ACCOUNTANTS

Sd/- Place : Hyderabad (P. V. SRI HARI) Date : 29.05.2010 Partner M.No.21961