Auditor Report of Asian Hotels (North) Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Asian Hotels (North) Limited (“the Company”), which comprises
of the Balance Sheet as at 31st March 2025, the statement of Profit and Loss (including other comprehensive income), the Statement
of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements gives the information required by the Companies Act, 2013 (“the Act”) in the manner so required and gives a true and fair
view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state
of affairs as at 31st March 2025, and its profits, total comprehensive income, its cash flows and the changes in equity for the year
ended on that date.

Emphasis of Matters

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

A. Contingent Liabilities

We draw attention to Note 33 which describes the uncertainty related to the outcome of certain disputes and law-suits filed
against the Company. The impact (if any) of these disputes/law-suits on the standalone financial statements of the Company
could not be ascertained.

B. Status of Secured and Unsecured Borrowings

We draw attention to Note 18 to the Financial Statement. During the year ended March 31, 2025, the Company has completed
One Time Settlement (OTS) with Bank of Maharashtra ("BOM"), J.C. Flowers Asset Reconstruction Private Limited ("JCF"),
Standard Capital Markets Ltd.("SCML") and VSJ Investment Ltd. Due to such settlement, there is write back of interest liability
& Principal on these loans amounting to Rs. 30,120.56 Lakhs which is being disclosed as exceptional item in the financial
statement.

C. Current Status of Business Operations and ability to continue as a Going Concern

We draw attention to Note 46 to the Financial Statements relating to the Current Status of Business Operations. The Company''s
financial statements are prepared on a going concern basis, which contemplates the utilization of assets and the satisfaction of
obligations in the normal course of business.

The operating profitability for the Company is improving significantly and it will be further aided by several cost reduction
measures being adopted by the Company. The Company has completed OTS with various Banks and Financial Institutions. The
Management is confident that its planned financial settlement will enable the Company to continue as a going concern.

D. Reclassification of “Promoter/Promoter Group” to “Public Category”

We draw attention to Note 39(aa) to the Financial Statement. Pursuant to the request of re-classification raised by Mr. Amritesh
Jatia, Mr. Shiv Kumar Jatia, Asian Holdings Private Limited (AHPL), Yans Enterprises (HK) Limited (Yans) and Fineline Holdings
Limited (FHL), (together referred as ''outgoing promoters'') on May 07, 2024 in compliance with Regulation 31A and other
applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company made an application to BSE Limited (BSE) and National Stock Exchanges of India Limited (NSE) (''Stock
Exchanges'') for reclassification of'' Promoter/Promoter Group'' to ''Public'' category, on July 15, 2024 and appropriate intimations
in respect to same was duly submitted to the Stock Exchanges.

The Company has received approval from BSE Ltd. and National Stock Exchange of India Limited (NSE) on March 18, 2025.

E. Non-Requirement of Presentation of Consolidated Financials

We draw attention to Note 43 to the financial statement. In respect of foreign subsidiaries, an liquidation order is being passed
by competent authority on voluntary application for liquidation. Accordingly, in the absence of control over these entities, the
Company will not be presenting Consolidated Financial Statements.

F. Advance for Sale of Property

We draw attention to Note 52 to the Financial Statement. The Company has received Rs. 331.51 Crores as Advance for Sale of
properties during the year ending March 31, 2025.

Our opinion is not modified in respect of the above matter''s “A” to “F” above.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter Description	Response to Key Audit Matter
A. Assessment of ability to continue as Going	Our procedures included, amongst others, the following:
Concern	(i) Evaluation of the design and testing pertaining to effectiveness
- The Company has reported profits for the Financial	of Company''s controls relating to evaluation of Going Concern
Year 2024-25.	Assumption;
- Due to creation of provision for diminution in the	(ii) Assessing the reasonableness of the period of projections used in
value of investment in the Subsidiaries during FY	Settlement Proposals submitted to the lenders;
2020-21, , Net Worth of the Company as at March	(iii) Comparing the Company''s performance for the year with the
31, 2025 has continued to be hit	Financial forecasts submitted to the lenders to assess the
- The Company has completed OTS with various	reasonableness of the assumptions;
lenders which results in reversal of Interest &	(iv) Comparing the Company''s projections of future taxable profit to
principal amount.	the approved business plans;
- The Company is in process to complete the OTS	(v) Evaluation of Financial Results of Companies operating in
with remaining lenders both secured & unsecured	Comparable segments / industries
also	(vi) Evaluating existence of any long term arrangements confirming
- The Company is also in the process to raise long	the ability of the Company to continue as a going concern. .
term finance from bankers.	(vii) Reviewing the adequacy of disclosures made in the financial
This was considered as a key audit matter as the ability to	statements with regard to Status of Business Operations..
continue as a going concern is material to the preparation	Based on the above procedures performed, our testing did not identify
of financial statements.	any material exceptions with respect to the reasonability of the usage of Going Concern assumption as at March 31, 2025. However, the same will be subject to on-going review and assessment during FY 2025-26 as the ability of the Company to continue as a Going Concern will be greatly dependent on the settlement with the lenders and continued profitability from operations.

Other Matters

Impairment on Plant & Machinery for Power Generation Business

The Company has booked Impairment loss of Rs. 200.00 Lakhs on Plant & Machinery related to Windmill Operations which represents
the estimate amount of expense required to be incurred for making the same operational.

Our opinion is not modified in respect of the above matters.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business
Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements

and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements
or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We
have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in
equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under Section 133 of the Act.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“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, a statement on the matters specified in the paragraph
3 and 4 of the order, to the extent applicable.

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books. However, the backup of the certain books of accounts, other books and papers
maintained in electronic mode has not been maintained on servers physically located in India on daily basis ;

c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in
agreement with the books of account;

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

e. On the basis of the written representations received from the directors as on 31st March 2025 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March 2025 from being appointed as a director in
terms of Section 164 (2) of the Act;

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

(B) 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, wherever necessary, of pending litigations on its financial position in its
financial statements - Refer Note 34 to the financial statements;

ii. the Company has made provision, as required under the applicable law or Indian Accounting Standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts;

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

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

v. The Management has represented, that, to the best of it''s knowledge and belief , no funds have been received by
the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vi Based on the audit procedures performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to my/our notice that has caused me/us to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e) contain any material mis-statement.

vii The company has not declared or paid any dividend during the financial year ended 31st March, 2025 and thus the
reporting requirement as per Rule 11(f) is not applicable.

viii Based on our examination, which included test checks, the Company has used accounting software for maintaining
its books of account for the year ended March 31,2025, which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during
the course of our audit we did not come across any instance of the audit trail feature being tampered with.

(C) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to
any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) which are required to be commented upon by us.

For, V V Kale & Co

Chartered Accountants

Firm Reg. Number: 000897N

Vijay V. Kale

Partner

Membership No: 080821

UDIN: 25080821BMGZTI9908

Place: New Delhi

Date: 28 May 2025

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Asian Hotels (North) Limited (“the Company”), which comprises of the Balance Sheet as at 31st March 2024, the statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements gives the information required by the Companies Act, 2013 (“the Act”) in the manner so required and gives a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs as at 31st March 2024, and its loss, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matters

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

A. Contingent Liabilities

We draw attention to Note 33 which describes the uncertainty related to the outcome of certain disputes and law-suits filed

against the Company. The impact (if any) of these disputes/law-suits on the standalone financial statements of the Company

could not be ascertained.

B. Status of Secured and Unsecured Borrowings

- We draw attention to Note 18 to the Financial Statements relating to long term borrowings. As a fallout of the COVID-19 in India in April 2020, the RBI had issued Resolution Framework for One Time Restructuring. In accordance to the same, the financial institution lenders entered into an Inter-Creditor Agreement on December 23, 2020 invoking the resolution process. As per the terms of the One Time Restructuring, the Company was required to infuse additional funds by way of CRE Sales and also equity investment. However, the Company was unable to do either due to reasons specified in the said Notes and the matter is now sub-judice before the High Court of New Delhi..

- Accordingly, the Company has been unable to repay various Installments due till 31^st March, 2024 as per OTR Sanction letter issued by the respective secured lenders amounting to Rs. 17,165.81 Lakhs (in aggregate for all secured lenders taken together) and Interest payment amounting to Rs. 19,136.04 Lakhs (in aggregate for all secured lenders taken together). Overdraft Facilities are overdue as on March 31, 2024 worth Rs. 4494.22 Lakhs. Also company unable to pay dues of unsecured lenders amounting to Rs.1340.68 Lakhs (Principal & Interest) due restriction imposed by secured lenders.

- As per Note 18 to the Financial Statements, as per the management, the delay was due to non-receipt of NOC for such sale from the lender banks despite several reminders and delay in capital infusion by prospective investor due to recover action initiated by lenders. The account of the Company has been marked as NPA by all the lender banks, but, the Company is not in agreement to the same as the lender banks did not implement the OTR due to reasons specified above. The Company has also challenged the loan recall notices issued by the banks in Delhi High Court & that the Hon''ble High Court has granted stay on all such actions and the said matter is sub-judice.

- The Company has also argued that recovery actions of other lenders are inconsistent with Interim order passed by the Hon''ble Delhi High Court vide order dated 24/02/2022. Hon''ble Delhi High Court vide its order dated 02/03/2023 directed all lenders to comply with the order dated 24/02/2022 & stay all recovery actions till further decision.

- As per Note 21 to the Financial Statements, the balance in Cut Back account was INR 38.73 Lakhs as at 31^st March, 2024. The lender banks and the Company had initially agreed to a 10% cut back (against the revenue receipts in the Bank Account of the Company) which will be adjusted against the principal outstanding as of 1^st March, 2020. The lender banks in the meeting held in the month of April 2023 have proposed to increase the cut back to 12.5%. During the year cutback is increased to 12.5%. The Company does not expect any material issues arising from the same on the cash flows of the Company.

- Further, secured loans granted by four lenders have been assigned. The Company has also agreed one-time settlement with one of the lenders and has paid some deposit towards the same during Q3 2023-24 (Refer Note 45 to the Financial Statements). Moreover, the Company is trying to obtain settlement with other secured lenders also.

C. Current Status of Business Operations and ability to continue as a Going Concern

We draw attention to Note 46 to the Financial Statements relating to the Current Status of Business Operations. The Company''s financial statements are prepared on a going concern basis, which contemplates the utilization of assets and the satisfaction of obligations in the normal course of business.

The operating profitability for the Company is improving significantly and it will be further aided by several cost reduction measures being adopted by the Company. The Company is in amicable discussions with Banks and Financial Institutions, to resolve financial matters in the best interest for bankers as well as shareholders. The Management is confident that its planned financial settlement will enable the Company to continue as a going concern.

D. Loss of control over Foreign Subsidiaries

We draw attention to Note 43 to the Financial Statements. In respect of foreign subsidiaries, i.e., M/s Fineline Hospitality & Consultancy Pte Ltd. (FHCPL) & M/s Lexon Hotels Venture Ltd., Mauritius (Lexon) notice for appointment of liquidator has been accepted by the competent authority in Mauritius.

Further, during the year liquidation order is being passed by competent authority in Mauritius for liquidation of Fineline Hospitality & Consultancy Pte Ltd. (FHCPL) & Lexon Hotels Venture Ltd., Mauritius (Lexon). Accordingly, the Company will not be presenting Consolidated Financial Statements.

E. Deferred Tax Assets

We draw attention to Note 8 to the Financial Statements. Deferred Tax Asset is not recognised during the financial year on additional business loss / unabsorbed depreciation following the concept of prudence. Deferred Tax Assets created till March 31, 2020 have not been reversed as the Company has made operational profits during FY 2023-24 and the Management has drawn plans for further improving profitability including increase of profitability through business lines such as Commercial Real Estate Sales, infusion of funds etc and settlement with the lenders. Accordingly, recognition of any additional Deferred Tax Asset in future shall be dependent on achieving / improving profitability in line with the relevant Accounting Standards. In case the standard is not met, the amount of Deferred Tax Asset outstanding in the books of account shall be reversed.

F. Payment of Penalty to SEBI

We draw attention to Note 51 to the Financial Statements. Company has paid penalty amounting to INR 6,00,000/- (Six Lakhs) on May 09, 2024 to the Securities and Exchange Board of India (''SEBI'') pursuant to adjudication order dated April 25, 2024 issued by SEBI pursuant to the violation of Regulation 4(1)(d), (e) & (h) and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

G. Disposal of controlling stake by Promoter Groups entities

We draw attention to Note 16(c) & (d) to the Financial Statements. During the year the Promoter & Promoter Groups entities Shareholding was reduced from 50.69% to 0.16% as Fineline Holdings Ltd., Mauritius and Yans Enterprises (H.K.) Ltd. sold off its entire shareholding. Shares are transferred to DBS Bank Limited, Narendra Kumar Ramesh Chandra Raval, Mrs. Shreya Agarwal & Mr. Manohar Tikamdas Ruprell. Due to such disposal Promotors losses controlling stake in the company & also “Promoter & Promoter Groups” seeking to reclassification from “Promoter & Promoter Groups” category to “Public” category. The request was subsequently approved by the Board of Directors and Shareholders of the Company on May 10, 2024.

Our opinion is not modified in respect of the above matter''s “A” to “G” above.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in tormina our oDinion thereon, and we do not Drovide a seoarate oDinion on these matters.

Key Audit Matter Description	Response to Key Audit Matter
A. Assessment of recoverability of Deferred Tax	Principal Audit Procedures
Assets recognized on tax losses (Refer Note 8 to the Financial Statements.)	Our procedures included. amongst others, the following:
- The Company had recognised deferred tax assets on unabsorbed depreciation and deductions based on actual payments (together hereinafter referred to as “tax losses”) incurred till FY 2020-	(i) Evaluation of the design and testing pertaining to effectiveness of Company''s controls relating to taxation and the assessment of carrying amount of deferred tax assets relating to unabsorbed tax losses;
21. The assets have been recognised on the	(ii) Assessing the reasonableness of the period of projections
basis of the Company''s assessment of availability	used in the deferred tax asset recoverability assessment
of future taxable profit to offset such tax losses	considering that the Company operates in a highly
based on business projections for the future	competitive industry which is subject to disruptions through
years.	changing macro scenario;
- The recoverability of the deferred tax assets	(iii) Comparing the Company''s performance for the year with
depends upon factors such as the projected	the approved budget to assess the reasonableness of the
taxable profitability of business and the period	assumptions;
considered for such projections, the rate at which those profits will be taxed and the period over which tax losses will be available for recovery.	(iv) Comparing the Company''s projections of future taxable profit to the approved business plans;
This was considered as a key audit matter as the amount is material to the financial statements and significant judgement in key assumptions was required by the Company''s Management in the preparation of forecasts of future taxable profits based on the	(v) Testing, whether projections prepared were consistent with our understanding and knowledge of current business and the general economic environment in which the Company operates and whether the tax losses can be utilized within the forecast recoupment period;
underlying business plans.	(vi) Testing the assumptions used by analyzing the impact on
	taxable profit using different growth rates and profit margins;
	(vii) Reviewing the adequacy of disclosures made in the financial
	statements with regard to deferred taxes.
	Following the concept of prudence the Company has not recognized fresh deferred tax assets on the additional losses incurred in FY 2021-22 and onwards. Based on the above procedures performed, our testing did not identify any material exceptions with respect to the reasonability of the assumptions and estimates used by the management in assessing the recoverability of Deferred Tax Asset recognised in respect of tax Losses in the past. However, the evaluation process is ongoing and in case of non-realization of the planned results, the Deferred Tax Asset already recognized in the past may require reversal in line with the relevant accounting standards.

B. Assessment of ability to continue as Going	Our procedures included, amongst others, the following:
Concern	(i) Evaluation of the design and testing pertaining to
- The Company has earned operational profits	effectiveness of Company''s controls relating to evaluation of
during FY 2022-23 & FY 2023-24.	Going Concern Assumption;
- Due to the creation of provision for diminution	(ii) Assessing the reasonableness of the period of projections
in the value of investment in the Subsidiary	used in One Time Restructuring Proposals submitted to the
Company in FY 2020-21, the Net Worth of the	lenders under RBI Resolution Framework for resolution of
Company as at 31st March, 2024 is affected.	stressed assets on account of COVID-19 situation;
- The Company had approached the lenders for	(iii) Reviewing actions undertaken by management to monetize
One Time Restructuring and that majority lenders	CRE Assets;
had invoked the One Time Restructuring plan in line with RBI Resolution Framework.	(iv) Comparing the Company''s projections of future taxable profit to the approved business plans;
- The Company was unable to repay its loan instalments as per the One Time Restructuring Plan on account of non-receipt of NOC for CRE	(v) Evaluation of Operating Financial Results of Companies operating in Comparable segments / industries
sales from the lenders and action taken by a	(vi) Evaluating existence of any long term arrangements
lender to recall the loan due to which proposed	confirming the ability of the Company to continue as a going
equity infusion by the prospective investor did not	concern.
go through. The company is in discussion with the lenders for financial settlement.	(vii) Reviewing the adequacy of disclosures made in the financial statements with regard to Status of Business Operations.
- The ability of the Company to resolve the ongoing issues with the lenders and complete the financial settlement will be critical in its continuation as a Going Concern.	Based on the above procedures performed, our testing did not identify any material exceptions with respect to the reasonability of the usage of Going Concern assumption as at 31st March, 2024. However, the same will be subject to on-going review and
This was considered as a key audit matter as the ability to	assessment during FY 2024-25 as the ability of the Company
continue as a going concern is material to the preparation	to continue as a Going Concern will be greatly dependent on
of financial statements.	financial settlement with the lenders.

Other Matters

The Company has total MSME dues as at 31^st March, 2024 amounting to INR 287.97 Lakhs which are outstanding for a period beyond 45 days as stipulated in the Micro, Small and Medium Enterprises Act, 2006. As per Section 16 of the said Act, the Company is required to pay interest on such delayed payments amounting to INR 10.43 Lakhs. As per the Company, the delay in payments is on account of temporary financial difficulties which had increased on account of COVID-19 situation affecting the Hospitality Industry in particular and that it will clear all MSME dues at the earliest.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

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

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

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“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, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books However, the backup of the some part of books of accounts, other books and papers maintained in electronic mode has not been maintained on servers physically located in India on daily basis ;

c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

e. On the basis of the written representations received from the directors as on 31st March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

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

(B) 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, wherever necessary, of pending litigations on its financial position in its financial statements - Refer Note 34 to the financial statements;

ii. the Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

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

v. The Management has represented, that, to the best of it''s knowledge and belief , no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vi. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to my/our notice that has caused me/us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material mis-statement.

vii. The company has not declared or paid any dividend during the financial year ended 31st March, 2024 and thus the reporting requirement as per Rule 11(f) is not applicable.

viii. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

(C) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For, V V Kale & Co

Chartered Accountants Firm Reg. Number: 000897N

Vijay V. Kale

Partner

Membership No: 080821 UDIN: 24080821BKEJHY1981

Place: New Delhi Date: May 29, 2024

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Mar 31, 2023

Asian Hotels (North) Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Asian Hotels (North) Limited (“the Company”), which comprises of the Balance Sheet as at 31st March 2023, the statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements gives the information required by the Companies Act, 2013 (“the Act”) in the manner so required and gives a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs as at 31st March 2023, and its loss, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matters

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

A. Contingent Liabilities

We draw attention to Note 33 which describes the uncertainty related to the outcome of certain disputes and law-suits filed against the Company. The impact (if any) of these disputes/law-suits on the standalone financial statements of the Company could not be ascertained.

B. One Time Restructuring & Status of Repayments

- We draw attention to Note 18 to the Financial Statements relating to long term borrowings. As a fallout of the COVID-19 in India in April 2020, the RBI had issued Resolution Framework for One Time Restructuring. In accordance to the same, the financial institution lenders entered into an Inter-Creditor Agreement on December 10, 2020 invoking the resolution process. As per the terms of the One Time Restructuring, the Company was required to infuse additional funds by way of CRE Sales and also equity investment. However, the Company was unable to do either due to reasons specified in the said Notes.

- Accordingly, the Company has been unable to repay various Installments due till 31^st March, 2023 as per OTR Sanction letter issued by the respective banks amounting to Rs. 12,976.67 Lakhs (in aggregate for all banks taken together) and Interest payment amounting to Rs. 7723.94 Lakhs (in aggregate for all banks taken together).

- As per Note 18 to the Financial Statements, as per the management, the delay has been due to non-receipt of NOC for such sale from the lender banks despite several reminders and delay in capital infusion by prospective investor due to recover action initiated by lenders. The account of the Company has been marked as NPA by all the lender banks, but, the Company is not in agreement to the same as the lender banks did not implement the OTR due to reasons specified above. The Company has also challenged the loan recall notices issued by the banks in Delhi High Court & that the Hon''ble High Court has granted stay on all such actions and the said matter is sub-judice.

- As per Note 21 to the Financial Statements, the balance in Cut Back account was INR 132.83 Lakhs as at 31^st March, 2023. The lender banks and the Company had initially agreed to a 10% cut back (against the revenue receipts in the Bank Account of the Company) which will be adjusted against the principal outstanding as of 1^st March, 2020. The lender banks in the meeting held in the month of April 2023 have proposed to increase the cut back to 12.5%. The Company does not expect any material issues arising from the same on the cash flows of the Company.

C. Assignment of Borrowings of the Company

We draw attention to Note 18 to the Financial Statements wherein it is specified that the loans granted by two lenders have been assigned to an Asset Reconstruction Company and Non-Banking Finance Company. Assignment made by one of the lenders has been challenged by the Company before the Hon''ble High Court and that interest provisioning is made accordingly without taking into effect of such assignment.

D. Non-provisioning of Commitment Charges

We draw attention to Note 43 to the Financial Statements. The company has not provided for the commitment charges amounting to Rs. 755.26 Lakhs which is payable by company under Space buying Agreement signed with different parties. As informed to us, the Company is confident of securing waivers / settlement from them for the same. This will be an ongoing evaluation and based on the outcome of the settlement with the respective parties additional provisioning may be required to be done in the future.

E. Current Status of Business Operations and ability to continue as a Going Concern

We draw attention to Note 45 to the Financial Statements relating to the Current Status of Business Operations. The Company''s financial statements are prepared on a going concern basis, which contemplates the utilization of assets and the satisfaction of obligations in the normal course of business.

While impact of COVID is still felt, operating profitability for the Company is improving significantly and it will be further aided by several cost reduction measures being adopted by the Company. During the FY 2022-23, company has been able to generate revenue at pre-covid levels. The Company is in amicable discussions with Banks and Financial Institutions, to resolve financial matters in the best interest for bankers as well as shareholders. The Management is confident that its planned financial settlement will enable the Company to continue as a going concern.

Above factors and expected financial settlement with the lenders will be critical for the Company to continue as a Going Concern.

F. Loss of control over Foreign Subsidiaries

We draw attention to Note 44 to the Financial Statements. In respect of foreign subsidiaries, i.e., M/s Fineline Hospitality & Consultancy Pte Ltd. (FHCPL) & M/s Lexon Hotels Venture Ltd., Mauritius (Lexon) notice for appointment of liquidator has been accepted by the competent authority in Mauritius. As a result of the same, the Company has lost control of these entities. Accordingly, the Company has not presented Consolidated Financial Statements for FY 2022-23.

Our opinion is not modified in respect of the above matters “A” to “F” above.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter Description

Response to Key Audit Matter

A. Assessment of recoverability of Deferred Tax Assets recognized on tax losses (Refer Note 8 to the Financial Statements.) - The Company has recognised deferred tax assets on unabsorbed depreciation and deductions based on actual payments (together hereinafter referred to as “tax losses”) incurred till FY 2020-21. The assets have been recognised on the basis of the Company''s assessment of availability of future taxable profit to offset such tax losses based on business projections for the future years. - The recoverability of the deferred tax assets depends upon factors such as the projected taxable profitability of business and the period considered for such projections, the rate at which those profits will be taxed and the period over which tax losses will be available for recovery. This was considered as a key audit matter as the amount is material to the financial statements and significant judgement in key assumptions was required by the Company''s Management in the preparation of forecasts of future taxable profits based on the underlying business plans.

Principal Audit Procedures Our procedures included, amongst others, the following: (i) Evaluation of the design and testing pertaining to effectiveness of Company''s controls relating to taxation and the assessment of carrying amount of deferred tax assets relating to unabsorbed tax losses; (ii) Assessing the reasonableness of the period of projections used in the deferred tax asset recoverability assessment considering that the Company operates in a highly competitive industry which is subject to disruptions through changing macro scenario; (iii) Comparing the Company''s performance for the year with the approved budget to assess the reasonableness of the assumptions; (iv) Comparing the Company''s projections of future taxable profit to the approved business plans; (v) Testing, whether projections prepared were consistent with our understanding and knowledge of current business and the general economic environment in which the Company operates and whether the tax losses can be utilized within the forecast recoupment period; (vi) Testing the assumptions used by analyzing the impact on taxable profit using different growth rates and profit margins; (vii) Reviewing the adequacy of disclosures made in the financial statements with regard to deferred taxes. Following the concept of prudence the Company has not recognized fresh deferred tax assets on the additional losses incurred in FY 2021-22 and FY 2022-23.

Based on the above procedures performed, our testing did not identify any material exceptions with respect to the reasonability of the assumptions and estimates used by the management in assessing the recoverability of Deferred Tax Asset recognised in respect of tax Losses in the past. However, the evaluation process is ongoing and in case of non-realization of the planned results, the Deferred Tax Asset already recognized in the past may require reversal in line with the relevant accounting standards.

B. Assessment of ability to continue as Going Concern - The Company has earned operational profits during FY 2022-23. - Due to the creation of provision for diminution in the value of investment in the Subsidiary Company in FY 2020-21, the Net Worth of the Company as at 31st March, 2023 has continued to be hit. - The Company had approached the lenders for One Time Restructuring and that majority lenders had invoked the One Time Restructuring plan in line with RBI Resolution Framework. - The Company was unable to repay its loan instalments as per the One Time Restructuring Plan on account of non-receipt of NOC for CRE sales from the lenders and action taken by a lender to recall the loan due to which proposed equity infusion by the prospective investor did not go through. The company is in discussion with the lenders for financial settlement. - The ability of the Company to resolve the ongoing issues with the lenders and complete the financial settlement will be critical in its continuation as a Going Concern. This was considered as a key audit matter as the ability to continue as a going concern is material to the preparation of financial statements.

Our procedures included, amongst others, the following: (i) Evaluation of the design and testing pertaining to effectiveness of Company''s controls relating to evaluation of Going Concern Assumption; (ii) Assessing the reasonableness of the period of projections used in One Time Restructuring Proposals submitted to the lenders under RBI Resolution Framework for resolution of stressed assets on account of COVID-19 situation; (iii) Reviewing actions undertaken by management to monetize CRE Assets; (iv) Comparing the Company''s projections of future taxable profit to the approved business plans; (v) Evaluation of Operating Financial Results of Companies operating in Comparable segments / industries (vi) Evaluating existence of any long term arrangements confirming the ability of the Company to continue as a going concern. (vii) Reviewing the adequacy of disclosures made in the financial statements with regard to Status of Business Operations. Based on the above procedures performed, our testing did not identify any material exceptions with respect to the reasonability of the usage of Going Concern assumption as at 31st March, 2023. However, the same will be subject to on-going review and assessment during FY 2023-24 as the ability of the Company to continue as a Going Concern will be greatly dependent on financial settlement with the lenders.

Other Matters

The Company has total MSME dues as at 31^st March, 2023 amounting to INR 149.48 Lakhs which are outstanding for a period beyond 45 days as stipulated in the Micro, Small and Medium Enterprises Act, 2006. As per Section 16 of the said Act, the Company is required to pay interest on such delayed payments amounting to INR 8.89 Lakhs. As per the Company, the delay in payments is on account of temporary financial difficulties which had increased on account of COVID-19 situation affecting the Hospitality Industry in particular and that it will clear all MSME dues at the earliest and also obtain the waiver for the interest payment from the MSME vendors concerned.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

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

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

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“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, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

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

(B) 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, wherever necessary, of pending litigations on its financial position in its financial statements - Refer Note 34 to the financial statements;

ii. the Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

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

v. The Management has represented, that, to the best of it''s knowledge and belief , no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vi. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to my/our notice that has caused me/us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material mis-statement.

vii. The company has not declared or paid any dividend during the financial year ended 31st March, 2023 and thus the reporting requirement as per Rule 11(f) is not applicable.

(C) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For, V V Kale & Co

Chartered Accountants Firm Reg. Number: 000897N

Vijay V. Kale

Partner

Membership No: 080821 UDIN: 23080821BGUWRL9239

Place: New Delhi

Date: May 29, 2023

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Mar 31, 2018

Independent Auditor’s Report

To the Members of Asian Hotels (North) Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Asian Hotels (North) Limited (‘the Company’), which comprise the balance sheet as at 31 March 2018, the Statement of Profit and Loss (including other comprehensive income), and the Statement of Cash flows and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “Standalone financial statements”).

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (In AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone 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 specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

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

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

Opinion

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

Emphasis of Matters

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

Note 34(d) and 34(e) to the standalone financial statements, which describes the uncertainty related to the outcome of the law-suits filed against the Company and also in which the Company is one of the party.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

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

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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, wherever necessary, of pending litigations on its financial position in its financial statements (Refer Note 34 of the standalone financial statements) except as mentioned above under the paragraph on ‘Emphasis of Matters’;

ii. the Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

Annexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31^st March 2018, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets. In accordance with this program, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

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

(ii) The inventory has been physically verified at reasonable intervals by the management. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’) except certain advance for expenses/trade receivables recoverable in the normal course of business and therefore, the provisions of clauses (iii)(a), (iii)(b) &

(iii)(c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

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

(vii) (a) According to the records of the Company examined by us, the Company is generally regular in depositing with appropriate

authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, GST, Cass and other statutory dues applicable to it.

According to the information and explanations given to us, in our opinion no undisputed amounts payable in respect of statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, GST, Cass and other statutory dues applicable to it were in arrears as at the balance sheet date for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of Income Tax, Sales Tax (including Value Added Tax and Central Sales Tax), Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess on account of any dispute except as follows:

Nature of Statute	Year to which it relates	Amount unpaid (excluding interest) (Rs. In Lakhs)	Forum where dispute is pending
Finance Act, 1994 (Service Tax)	2002-2007	254.53 Lakhs (Including penalty of Rs. 250 Lakhs)	Customs, Excise and Service Tax Appellate Tribunal, New Delhi

(viii) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, banks or Government during the year. The company does not have any debenture holders.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and according to the explanations given by the management, term loans were applied for the purposes for which loans were raised.

(x) Based upon the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

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

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

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable Ind AS.

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

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

Annexure - B to the Auditors’ Report

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

We have audited the internal financial controls over financial reporting of Asian Hotels (North) Limited (“the Company”) as of 31^st March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Dhirubhai Shah & Co

Chartered Accountants

Firm’s Registration Number: 102511W

Harish B Patel

Partner

Membership Number: 014427

Place: New Delhi

Date: 28^th May 2018

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Mar 31, 2017

To the Members of Asian Hotels (North) Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Asian Hotels (North) Limited (‘the Company’), which comprise the balance sheet as at 31^st March 2017, the Statement of Profit and Loss (including other comprehensive income), and the Statement of Cash flows and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS financial statements”).

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

Auditor’s Responsibility

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

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

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

Opinion

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

Emphasis of Matters

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

Note 35(e) to the standalone financial statements, which describes the uncertainty related to the outcome of the law-suits filed against the Company and also in which the Company is one of the party.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

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

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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, wherever necessary, of pending litigations on its financial position in its financial statements (Refer Note 35 of the standalone financial statements) except as mentioned above under the paragraph on ‘Emphasis of Matters’;

ii. the Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

iv. The Company had provided requisite disclosure in its standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8^th November, 2016 to 30^th December, 2016 and the same are in accordance with the books of accounts maintained by the Company.

Annexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31^st March 2017, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets. In accordance with this program, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

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

(ii) The inventory has been physically verified at reasonable intervals by the management. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’) except certain advance for expenses/trade receivables recoverable in the normal course of business and therefore, the provisions of clauses (iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to the loans and investments made.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

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

(vii) (a) According to the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

According to the information and explanations given to us, in our opinion no undisputed amounts payable in respect of statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it were in arrears as at the balance sheet date for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of Income Tax, Sales Tax (including Value Added Tax and Central Sales Tax), Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess on account of any dispute except as follows:

Nature of Statute	Year to which it relates	Amount unpaid (excluding interest) (Rs. In Lakhs)	Forum where dispute is pending
Finance Act, 1994 (Service Tax)	2002-2007	254.53 Lakhs (Including penalty of Rs. 250 Lakhs)	Customs, Excise and Service Tax Appellate Tribunal, New Delhi

(viii) Based on our audit procedures and in our opinion and according to the information and explanations given to us, we are of the opinion that there are few instances as mentioned here in below wherein Company has delayed in repayment of dues to financial institutions/ banks. However, the said amounts were subsequently paid as per the details given herein under in the Table. The Company does not have any debenture holders.

Particulars	Amount of delay in payment (INR in Lakhs)	Period of delay in payment	Remarks, if any
Name of the Lenders:
i) DBS Bank Ltd.
Interest on loans (Aggregate value)	607.42	At various dates	Delay of 25 to 29 days, made good by 13th May, 2016
Principal due on loans (Aggregate value)	1,258.30	At various dates	Delay of 25 to 29 days, made good by 13th May, 2016
ii) IDBI Bank Ltd.
Principal due on loans	186.45	Due on 1st April, 2016	Delay of 4 to 40 days, made good by 13th May, 2016
iii) Kotak Mahindra Bank Ltd.
Interest on loans	16.86	Due on 30th April, 2016	Delay of 12 days, made good by 13th May, 2016
Principal due on loans	15.14	Due on 30th April, 2016	Delay of 12 days, made good by 13th May, 2016

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and according to the explanations given by the management, term loans were applied for the purposes for which loans were raised.

(x) Based upon the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

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

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

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable Ind AS.

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

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

Annexure - B to the Auditors’ Report

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

We have audited the internal financial controls over financial reporting of Asian Hotels (North) Limited (“the Company”) as of 31^st March,

2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For Dhirubhai Shah & Doshi

Chartered Accountants

Firm’s Registration Number: 102511W

Kaushik Shah

Partner

Membership Number: 016502

Place: New Delhi

Date: 27th May 2017

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Mar 31, 2016

TO THE MEMBERS OF ASIAN HOTELS (NORTH) LIMITED Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Asian Hotels (North) Limited (‘the Company’), which comprise the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone 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 specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2016 and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

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

Note 27(A)(e) and 27(A)(f) to the standalone financial statements, which describes the uncertainty related to the outcome of the law-suits filed against the Company and also in which the Company is one of the party.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31^st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

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

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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, wherever necessary, of pending litigations on its financial position in its financial statements (Refer Note 27(A) of the standalone financial statements) except as mentioned above under the paragraph on ‘Emphasis of Matters’;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the Standalone Financial Statements for the year ended 31^st March 2016, we report that:

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

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) The inventory has been physically verified at reasonable intervals by the management. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’) except certain advance for expenses/trade receivables recoverable in the normal course of business and therefore, the provisions of clauses (iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans and investments made.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities

undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

According to the information and explanations given to us, in our opinion no undisputed amounts payable in respect of statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it were in arrears as at the balance sheet date for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of Income Tax, Sales Tax (including Value Added Tax and Central Sales Tax), Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess on account of any dispute except as follows:

Nature of Statute	Year to which it relates	Amount unpaid (excluding interest) (Rs. in Lakhs)	Forum where dispute is pending
Finance Act, 1994 (Service Tax)	AY- 2002-2007	254.53 Lakhs (Including penalty of Rs. 250 Lakhs	Customs, Excise and Service Tax Appellate Tribunal, New Delhi
Income Tax Act, 1961	AY- 2012-13	4.23 Lakhs	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	AY- 2013-14	0.87 Lakhs	Assessing Officer (Rectification u/s 154)

(viii) Based on our audit procedures and in our opinion and according to the information and explanations given to us, we are of the opinion that there are instances wherein company has delayed in repayment of dues to financial institutions / banks. However, the said amounts were subsequently paid as per the details given herein under in the Table. The company does not have any debenture holders.

Particulars	Amount of delay in payment (Rs. in Lakhs)	Period of delay in payment	Remarks, if any
Name of the Lenders:
i) DBS Bank Ltd.
Interest on loans	137.58	From 29th March, 2016 to 31st March, 2016	Unpaid as at 31st March, 2016. Subsequently paid on 7th April, 2016
Interest on loans (Aggregate value)	1,589.25	At various dates	Delay of 10 to 85 days, made good during the financial year
Principal due on loans (Aggregate value)	8,045.98	At various dates	Delay of 10 to 89 days, made good during the financial year
ii) IDBI Bank Ltd.
Principal due on loans	127.71	Due on 1st January, 2016	Delay of 17 days, made good during the financial year
iii) Bank of Maharashtra
Interest on loans (Aggregate value)	225.30	Due on 1st November, 2016	Delay of 6 days made good during the financial year

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and according to the explanations given by the management, term loans were applied for the purposes for which loans were raised.

(x) Based upon the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

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

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

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

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

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

Annexure - B to the Auditors’ Report

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

We have audited the internal financial controls over financial reporting of Asian Hotels (North) Limited (“the Company”) as of 31^st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Dhirubhai Shah & Doshi

Chartered Accountants

Firm’s Registration Number: 102511W

Kaushik D Shah

Partner

Membership Number: 016502

Place: New Delhi

Date: 27^th May 2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of ASiAN HOTELS (NORTH) LiMiTED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements).

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 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 an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

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

Note 27(A)(e) to the standalone financial statements, which describes the uncertainty related to the outcome of the law-suits filed against the Company and also in which the Company is one of the party.

Our opinion is not modified in respect of these matters.

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.

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

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

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

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

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

e. On the basis of written representations received from all the directors except one as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors from whom representations has been received are disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) 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:

a) the Company has disclosed the impact, wherever necessary, of pending litigations on its financial position in its financial statements (Refer Note 27(A) of the standalone financial statements) except as mentioned above under the paragraph on 'Emphasis of Matters';

b) the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

c) there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For MOHINDER PURI AND COMPANY Firm Registration Number: 000204N Chartered Accountants

VIKAS VIG PARTNER Membership Number: 016920

Place: New Delhi Date: 28th May, 2015

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT OF ASIAN HOTELS (NORTH) LIMITED, FOR THE YEAR ENDED 31st MARCH, 2015

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

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

1. b). All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification

which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

2.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 the nature of its business.

2. 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 in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As informed to us, the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 excepting certain advance for expenses/trade receivables recoverable in the normal course of business.

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 regard to purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control systems.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

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

7. a). According to the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

7.b). According to the information and explanations given to us, in our opinion no undisputed amounts payable in respect of statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it were in arrears as at the balance sheet date for a period of more than six months from the date they became payable.

7.c). According to the records of the Company, there are no dues outstanding of Income Tax, Sales Tax (including Value Added Tax and Central Sales Tax), Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess on account of any dispute except as follows:

Nature of Statute Year to which Amount unpaid it relates (excluding interest)

Finance Act,1994 2002-2007 401.10 Lakhs (including (Service Tax) penalty of Rs. 250.00 Lakhs)

Income Tax Act, 1961 Assessment Year 5.53 Lakhs 2011-12

Nature of Statute Forum where dispute is pending

Finance Act,1994 Customs, Excise and Service Tax (Service Tax) Appellate Tribunal, New Delhi

Income Tax Act, 1961 Assessing Officer, rectification under section 154

7. d). According to the records of the Company examined by us and as per the information and explanation given to us, the amount which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules there under has been deposited within time by the Company.

8. The Company has incurred cash losses during the financial year covered by our audit, however, there were no cash losses in the immediately preceding financial year.

9. Based on our audit procedures and in our opinion and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of any dues to a financial institution or bank, except one instance of delay in repayment of foreign currency term loan, which was repaid before the end of financial year. The Company does not have any debenture holders.

10. According to the information and explanations given by the management, the terms and conditions on which the Company has given guarantees/securities for loans taken by one of its subsidiary from banks or financial institutions are not prima facie prejudicial to the interest of the Company due to proximity of business relationship.

11. According to the explanations given by the management, term loans were applied for the purposes for which loans were raised.

12. Based upon the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For MOHINDER PURI AND COMPANY Firm Registration Number: 000204N Chartered Accountants

VIKAS VIG PARTNER Membership Number: 016920

Place: New Delhi Date: 28th May, 2015

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Mar 31, 2014

1. We have audited the accompanying financial statements of ASIAN HOTELS (NORTH) LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 the 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. 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

3. 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.

4. 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.

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

6. 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 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

7. 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.

8. 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 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, and 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 clause (g) of sub-section (1) of Section 274 of the Act;

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF ASIAN HOTELS (NORTH) LIMITED, FOR THE YEAR ENDED 31ST MARCH, 2014

(Referred to in paragraph 7 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

1b). Though all the assets have not been physically verified by the management during the year, as per the information furnished to us, there exists a programme of physical verification of entire fixed assets over a reasonable period. In our opinion the frequency of verification of the fixed assets by the management is at reasonable intervals having regard to the size of the Company and nature of the assets and no material discrepancies were noticed between the book records and the physical inventory in respect of the assets physically verified.

1c). During the year, the Company has not disposed off a substantial part of the fixed assets. Based on the information and explanations given by the management and on the basis of audit procedures performed by us, we are of the opinion that the sale of the fixed assets, has not affected the going concern status of the Company.

2a). The stocks of stores, provisions, beverages, crockery etc., have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2b). In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

2c). The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3a). The following are the particulars of loans granted by the Company, secured or unsecured, to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

Sl. Name of Relationship Maximum Amount Year end Balance No. Party with Company (excluding (excluding interest) interest) Involved (Rs. in Lakhs) during the year (Rs. In Lakhs)

1 Fineline Subsidiary 41,761.31 Nil Hospitality Company & Consultancy Services Pte. Ltd., Mauritius (unsecured foreign currency loan)

3b). In our opinion the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

3c). The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered 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 nature of its business with regard to the purchase of stores, provisions, beverages, crockery etc., plant and machinery, equipment and other assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weakness in internal control systems.

5a). Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

5b). In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances sale of such services to others except where due to certain special reasons as explained to us prices have been charged with no comparison available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, hence the provisions of clause 4 (vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

7. Internal Audit has been conducted by an independent firm of Chartered Accountants during the year and it is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed for the Company the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

9a). According to the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

9b). According to the information and explanations given to us, there are no undisputed amounts payable in respect of the aforesaid dues that were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

9c). According to the records of the Company examined by us and according to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty or Cess which have not been paid on account of any dispute

10. The Company had no accumulated losses as at the end of the current financial year and has not incurred any cash losses in such financial year and in the immediately preceding financial period, hence provisions of clause 4 (x) of the Companies (Auditor''s Report) Order, 2003 are not applicable.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in the repayment of any dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and 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 or a nidhi / mutual benefit fund / society, hence the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other investments in its own name.

15. In our opinion, the terms and conditions on which the Company has given its fixed deposits with Bank amounting to Rs. 3,000/- Lakhs as guarantee for loans taken by one of its subsidiaries from banks or financial institutions are not prejudicial to the interest of the Company.

16. In our opinion, the term loans were applied for the purposes for which they were raised except that one term loan taken to fund cash flow mismatch have been utilised to create fixed deposits with a bank amounting to Rs. 3,000/- Lakhs and has been given as security for loans taken by one of subsidiaries of the Company.

17. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes, except the following:

Particulars Amount (Rs. in Lakhs)

Inter Corporate Loans (net) taken 5,150.00 during the year for repayment of Long-term loans and interest thereon.

Besides the above, certain advances and security deposits have also funded the long term uses.

18. As the Company made no preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, the provisions of clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

19. As the Company has not issued any debentures the provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

20. As the Company has not raised any money during the year by public issue, the provisions relating to end use thereof as per clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For MOHINDER PURI AND COMPANY Firm Registration Number: 000204N Chartered Accountants

VIKAS VIG PARTNER Membership Number: 16920

Place: New Delhi Date: 28th May, 2014

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Mar 31, 2013

Report on the Financial statements

1. We have audited the accompanying fnancial statements of Asian Hotels (North) Limited ("the Company")'' which comprise the Balance Sheet as at 31st March'' 2013'' and the Statement of Proft and Loss and Cash Flow Statement for the year then ended'' and a summary of signifcant accounting policies and other explanatory information.

management''s responsibility for the Financial statements

2. Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position'' fnancial performance and cash fows 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 fnancial statements that give a true and fair view and are free from material misstatement'' whether due to fraud or error.

Auditor''s responsibility

3. Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment'' including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

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

opinion

6. In our opinion and to the best of our information and according to the explanations given to us'' the fnancial 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 Proft and Loss'' of the proft for the year ended on that date; and

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

report on other legal and regulatory requirements

7. 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 specifed in paragraphs 4 and 5 of the Order.

8. 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 Proft 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 Proft and Loss'' and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

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

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

AnneXUre to tHe indePendent AUditors'' rePort oF AsiAn Hotels (nortH) limited'' For tHe YeAr ended 31st mArCH'' 2013

(Referred to in paragraph 7 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1a). The Company has maintained proper records showing full particulars including quantitative details and situation of its fxed assets.

1b). Though all the assets have not been physically verifed by the management during the year'' as per the information furnished to us'' there exists a programme of physical verifcation of entire fxed assets over a reasonable period. In our opinion the frequency of verifcation of the fxed assets by the management is at reasonable intervals having regard to the size of the Company and nature of the assets and no material discrepancies were noticed between the book records and the physical inventory in respect of the assets physically verifed.

1c). During the year'' the Company has not disposed off a substantial part of the fxed assets. Based on the information and explanations given by the management and on the basis of audit procedures performed by us'' we are of the opinion that the sale of the fxed assets'' if any'' has not affected the going concern status of the Company.

2a). The stocks of stores'' provisions'' beverages'' crockery etc.'' have been physically verifed during the year by the management. In our opinion'' the frequency of verifcation is reasonable.

2b). In our opinion and according to the information and explanations given to us'' the procedures of physical verifcation of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

2c). The Company is maintaining proper records of inventory. The discrepancies noticed on verifcation between the physical stocks and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3a). The following are the particulars of loans granted by the Company'' secured or unsecured'' to companies'' frms and other parties covered in the Register maintained under Section 301 of the Companies Act'' 1956:

sl. name of Party relationship with maximum Amount Year end Balance

no. Company (excluding interest) (excluding interest)

involved during the year (rs. in lakhs) (rs. in lakhs)

1 Fineline Hospitality & Consultancy Subsidiary Company 41''761.31 41''761.31

Services Pte. Ltd.'' Mauritius (unsecured foreign currency loan)

3b). In our opinion the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

3c). In respect of above loan'' repayment of principal and interest is not yet due.

3d). In respect of above loan'' there is no overdue amount.

3e). The Company has not taken any loans'' secured or unsecured'' from companies'' frms or other parties covered 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 nature of its business with regard to the purchase of stores'' provisions'' beverages'' crockery etc.'' plant and machinery'' equipment and other assets and for the sale of goods and services. During the course of our audit'' we have not observed any continuing failure to correct any major weakness in internal control systems.

5a). Based on the audit procedures applied by us and according to the information and explanations provided by the Management'' we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act'' 1956 have been so entered.

5b). In our opinion and according to the information and explanations given to us'' the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act'' 1956 and exceeding the value of rupees fve lakh in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances sale of such services to others except where due to certain special reasons as explained to us prices have been charged with no comparison available with the Company.

6. In our opinion and according to the information and explanations given to us'' the Company has not accepted any deposits covered by the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act'' 1956 and the Companies (Acceptance of Deposits) Rules'' 1975'' hence the provisions of clause 4 (vi) of the Companies (Auditor''s Report) Order'' 2003 are not applicable to the Company.

7. Internal Audit has been conducted by an independent frm of Chartered Accountants during the year and it is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed for the Company the maintenance of cost records under Section 209 (1)(d) of the Companies Act'' 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditor''s Report) Order'' 2003 are not applicable to the Company.

9a). According to the records of the Company examined by us'' the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund'' Investor Educations Protection Fund'' Employees'' State Insurance'' Income Tax'' Value Added Tax'' Central Sales Tax'' Wealth Tax'' Service Tax'' Custom Duty'' Excise Duty'' Cess and other material statutory dues applicable to it.

9b). According to the information and explanations given to us'' there are no undisputed amounts payable in respect of the aforesaid dues that were outstanding as at 31st March'' 2013 for a period of more than six months from the date they became payable.

9c). According to the records of the Company examined by us and according to the information and explanations given to us'' there are no dues of Sales Tax'' Income Tax'' Custom Duty'' Wealth Tax'' Service Tax'' Excise Duty or Cess which have not been paid on account of any dispute except the following:

name of the statute Year to which it relates Amount unpaid Forum where dispute is pending

(rs. in lakhs)

Finance Act''1994 2002-2007 467.96 Commissioner Of Central Excise (Appeals)

Income Tax Act'' 1961 Assessment year 2008-09 16.28 Income tax Appellate Tribunal'' New Delhi

10. The Company had no accumulated losses as at the end of the current fnancial year and has not incurred any cash losses in such fnancial year and in the immediately preceding fnancial period'' hence provisions of clause 4 (x) of the Companies (Auditor''s Report) Order'' 2003 are not applicable.

11. As per books and records maintained by the Company and according to the information and explanations given to us'' the Company has not defaulted in the repayment of any dues to fnancial institutions'' banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and 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 or a nidhi / mutual beneft fund / society'' hence the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order'' 2003 are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls'' we are of the opinion that proper records have been maintained of the transactions and contracts of dealing or trading in shares'' securities'' debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares'' securities'' debentures and other investments in its own name.

15. As at the balance sheet date'' there are no guarantees given for loans taken by others from banks or fnancial institutions.

16. In our opinion'' the term loans were applied for the purposes for which they were raised except to the limited extent as mentioned in 17 below.

17. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company'' we report that no funds raised on short-term basis have been used for long-term investment'' except the following:

Particulars Amount (rs. in lakhs)

A short-term loan availed during the year from Bank 1''000.00

Inter Corporate Loans taken during the year 3''440.00*

Short-term loans availed during the previous year from Banks 1''000.00*

*Inter Corporate Loans Rs. 1''985 lakhs and short-term loan from bank availed in previous year Rs. 1''000 lakhs has been repaid during the year.

18. As the Company made no preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act'' 1956'' the provisions of clause 4 (xviii) of the Companies (Auditor''s Report) Order'' 2003 are not applicable to the Company.

19. As the Company has not issued any debentures the provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order'' 2003 are not applicable to the Company.

20. As the Company has not raised any money during the year by public issue'' the provisions relating to end use thereof as per clause 4 (xx) of the Companies (Auditor''s Report) Order'' 2003 are not applicable to the Company.

21. Based upon the audit procedures performed by us for expressing our opinion on these fnancial statements and information and explanations given by the management'' we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For moHinder PUri And ComPAnY

Firm Registration Number: 000204N

Chartered Accountants

ViKAs ViG

PARTNER

Membership Number: 16920

Place: NEW DELHI

Date: 30th May'' 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of ASIAN HOTELS (NORTH) LIMITED as at 31st March, 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date and 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 have 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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 a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

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

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

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

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

(v) On the basis of written representation received from the directors 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 Section 274(1)(g) of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto give, in the prescribed manner, the information required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO THE AUDITORS' REPORT OF ASIAN HOTELS (NORTH) LIMITED, FOR THE YEAR ENDED 31ST MARCH, 2012

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

1b) Though all the assets have not been physically verified by the management during the year, as per the information furnished to us, there exists a programme of physical verification of entire fixed assets over a reasonable period. In our opinion the frequency of verification of the fixed assets by the management is at reasonable intervals having regard to the size of the Company and nature of the assets and no material dis-crepancies were noticed between the book records and the physical inventory in respect of the assets physically verified.

1c) During the year, the Company has not disposed off a substantial part of the fixed assets. Based on the information and explanations given by the management and on the basis of audit procedures performed by us, we are of the opinion that the sale of the fixed assets, if any, has not affected the going concern status of the Company.

2a) The stocks of stores, provisions, beverages, crockery etc., have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

2c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3a) The following are the particulars of loans granted by the Company, secured or unsecured, to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

Sl. Name of Party Relationship with Maximum Amount (excluding Year end Balance No. Company interest) Involved during the year (excluding interest) (Rs. In Lakhs) (Rs. in Lakhs)

1 Fineline Hospitality & Subsidiary Company 39,279.09 (unsecured foreign 39,279.09 Consultancy Services Pte. Ltd. currency loan)

3b) In our opinion the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

3c) In respect of above loan, repayment of principal and interest is not yet due.

3d) In respect of above loan, there is no overdue amount.

3e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered 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 nature of its business with regard to the purchase of stores, provisions, beverages, crockery etc., plant and machinery, equipment and other assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weakness in internal control systems.

5a) Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

5b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances sale of such services to others except where due to certain special reasons as explained to us prices have been charged with no comparison available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, hence the provisions of clause 4 (vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

7. Internal Audit has been conducted by an independent firm of Chartered Accountants during the year and it is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed for the Company the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

9a) According to the records of the Company examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other applicable statutory dues.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of the aforesaid dues that were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

9b) According to the records of the Company examined by us and according to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty or Cess which have not been paid on account of any dispute except the following demand of service tax:

Name of the Statute Year to which it relates Amount unpaid (Rs in lakhs) Forum where dispute is pending

Finance Act,1994 2002-2007 467.96 Commissioner Of Central Excise(Appeals)

10. The Company had no accumulated losses as at the end of the current financial year and has not incurred any cash losses in such financial year and in the immediately preceding financial period, hence provisions of clause 4 (x) of the Companies (Auditor's Report) Order, 2003 are not applicable.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in the repayment of any dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and 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 or a nidhi / mutual benefit fund / society, hence the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other investments in its own name.

15. As at the balance sheet date, there are no guarantees given for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans were applied for the purposes for which they were raised except to the limited extent as mentioned in 17 below.

17. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment, except the following:

Particulars Amount in lakhs

A short term loan availed during the year from Bank 1,000.00

Short term loans availed during the previous year from Banks 2,875.00*

* Repaid during the year

18. As the Company made no preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, the provisions of clause 4 (xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

19. As the Company has not issued any debentures the provisions of clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

20. As the Company has not raised any money during the year by public issue, the provisions relating to end use thereof as per clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR MOHINDER PURI & COMPANY

Chartered Accountants

Firm Registration No.: 000204N

VIKAS VIG

Place: New Delhi PARTNER

Dated : 28th May 2012 Membership Number: 16920

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Mar 31, 2011

We have audited the attached Balance Sheet of Asian Hotels (North) limited as at 31st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date and 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 have 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.

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 a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

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

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

(iii) The Balance Sheet, the Profit and Loss Account and the Cash flow Statement dealt with by this report are in agreement with the books of account;

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

(v) On the basis of written representation received from the directors 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 Section 274(1) (g) of the Companies Act, 1956;

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

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

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

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

ANNEXURE TO THE AUDITORS’ REPORT OF ASIAN HOTELS (NORTH) LIMITED FOR THE YEAR ENDED 31st MARCH, 2011

1. a The Company has maintained proper records showing full particulars including quantitative details and situation of its fxed assets.

b. Though all the assets have not been physically verified by the management during the year, as per the information furnished to us, there exists a programme of physical verification of entire fixed assets over a reasonable period. In our opinion the frequency of verification of the fixed assets by the management is at reasonable intervals having regard to the size of the Company and nature of the assets and no material discrepancies were noticed between the book records and the physical inventory in respect of the assets physically verified.

c. During the year, the Company has not disposed off a substantial part of the fixed assets. Based on the information and explanations given by the management and on the basis of audit procedures performed by us, we are of the opinion that the sale of the fixed assets, if any, has not affected the going concern status of the Company.

2. a. The stocks of stores, provisions, beverages, crockery etc., have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As informed to us, the Company has not taken / granted any loan, secured or unsecured, from / to companies, firms or other parties covered 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 nature of its business with regard to the purchase of stores, provisions, beverages, crockery etc., plant and machinery, equipment and other assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weakness in internal control systems.

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances by/to other parties and sale of such services to others except where due to certain special reasons as explained to us prices have been charged with no comparison available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, hence the provisions of clause 4 (vi) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

7. Internal Audit has been conducted by an independent firm of Chartered Accountants as well as by the Company’s internal audit department during the year and it is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed for the Company the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

9. a. According to the records of the Company examined by us, the Company has generally been regular in depositing with appropriate

authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other applicable statutory dues.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of the aforesaid dues that were outstanding as at 31st March 2011 for a period of more than six months from the date they became payable.

b. According to the records of the Company examined by us and according to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty or Cess which have not been paid on account of any dispute except the following demand of service tax demand:

Name of Year to which it Amount unpaid Forum where Statute relates (Rs in lakhs) dispute is pending



The Central 2002-2007 467.96 Commissioner Excise Of Central Act,1994 Excise (Appeals)

10. The Company had no accumulated losses as at the end of the current financial year and has not incurred any cash losses in such financial year and in the immediately preceding financial period, hence provisions of clause 4 (x) of the Companies (Auditor’s Report) Order, 2003 are not applicable.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in the repayment of any dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and 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 or a nidhi / mutual benefit fund / society, hence the provisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other investments in its own name.

15. In our opinion, the terms and conditions on which the Company had given guarantees for loans taken by others from banks or financial institutions were not prejudicial to the interest of the Company. However, as at the balance sheet date, there are no guarantees given for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment, except short term loans of Rs.875 lakhs and Rs. 2000 lakhs availed from ING Vysya Bank and Allahabad Bank respectively used for long term purposes.

18. As the Company made no preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, the provisions of clause 4 (xviii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

19. As the Company has not issued any debentures the provisions of clause 4 (xix) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

20. As the Company has not raised any money during the year by public issue, the provisions relating to end use thereof as per clause 4 (xx) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

21. Based upon the audit procedures performed by us for expressing our opinion on these fnancial statements and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For MOHINDER PURI & COMPANY Chartered Accountants Firm Registration No.: 000204N

ViKAS ViG PARTNER M NO: 16920

New Delhi Dated : 30th May 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of ASIAN HOTELS (NORTH) limited as at 31st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the six months period ended on that date and annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 signifcant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub – section (4A) of Section227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our

audit;

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

(iii) The Balance Sheet, the Profit and Loss Account and the Cash flow Statement dealt with by this report are in agreement with the books of account;

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

(v) Further, we invite attention to Note 15 of Schedule 21 of the Notes annexed to the Accounts, mentioning thereby that the necessary approvalof the Scheme of Arrangement and Demerger (the Scheme) has been received, hence both the Kolkata Undertaking and Mumbai Undertaking have got demerged as of the Appointed Date i.e. 31st October, 2009, and resultantly, the Company thereafter comprise only of residuary operations i.e. primarily the Hyatt Regency, Delhi.

(vi) On the basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of thedirectors is disqualifed as on 31st March 2010 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956;

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

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

b) in the case of the Proft and Loss Account of the Proft for the six months period ended on that date; and

c) in the case of the Cash Flow Statement, of the cash fows for the six months period ended on that date. ANNEXURE TO THE AUDETORS REPORT OF ASIAN HOTELS (NORTH) LIMITED For THE SIX MONTHS PERIOD ENDED 31ST MARCH, 2010

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

b. Though all the assets have not been physically verifed by the management during the period, as per the information furnished to us, there exists a programme of physical verifcation of entire fxed assets over a reasonable period. In our opinion the frequency of verifcation of the fxed assets by the management is at reasonable intervals having regard to the size of the Company and nature of the assets and no material discrepancies were noticed between the book records and the physical inventory in respect of the assets physically verifed.

c. During the period, upon receipt of necessary approval of the Scheme of Arrangement and Demerger (the Scheme), both the Kolkata Undertaking and Mumbai Undertaking had got demerged as of the Appointed Date i.e. 31st October, 2009, and resultantly, the Company now comprise only of residuary operation i.e. primarily the Hyatt Regency, Delhi. The Company had been reorganised and a substantial part of the fxed assets had got transferred to the new entities as per the terms of the Scheme. Based on the information and explanation given by the management and on the basis of audit procedures performed by us, we are of the opinion that the sale/ reorganisation of fxed assets, has not affected the going concern status of the Company.

2. a. The stocks of stores, provisions, beverages, crockery etc., have been physically verifed during the period by the management. In our opinion, the frequency of verifcation is reasonable.

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

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

3. As informed to us, the Company has not taken / granted any loan, secured or unsecured, from / to companies, frms or other parties covered 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 nature of its business with regard to the purchase of stores, provisions, beverages, crockery etc., plant and machinery, equipment and other assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weakness in internal control systems.

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion andaccording to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances by/to other parties and sale of such services to others except where due to certain special reasons as explained to us prices have been charged with no comparison available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, hence the provisions of clause 4 (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

7. Internal Audit has been conducted by an independent firm of Chartered Accountants as well as by the Companys internal audit department during the period and it is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed for the Company the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

9. a. According to the records of the Company examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other applicable statutory dues. According to the information and explanations given to us, there are no undisputed amounts payable in respect of the aforesaid dues that were outstanding as at 30th September 2009 for a period of more than six months from the date they became payable.

b. According to the records of the Company examined by us and according to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty or Cess which have not been paid on account of any dispute except the following demand of service tax demand:

Name of Statute Year to which it relates Amount unpaid Forum where dispute is pending

(Rs in lakhs)

The Central Excise Act,1994 2002-2007 467.96 Commissioner of Central Excise (Appeals)



10. The Company had no accumulated losses as at the end of the current fniancial period and has not incurred any cash losses in such financial period and in the immediately preceding financial year, hence provisions of clause 4 (x) of the Companies (Auditors Report) Order, 2003 are not applicable.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in the repayment of any dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and 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 or a nidhi / mutual benefit fund / society, hence the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other investments in its own name.

15. In our opinion, the terms and conditions on which the Company had given guarantees for loans taken by others from banks or fnancial institutions were not prejudicial to the interest of the Company. However, as at the balance sheet date, there are no guarantees given for loans taken by others from banks or fnancial institutions.

16. In our opinion, the term loans were applied for the purposes for which they were raised.

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

18. As the Company made no preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, the provisions of clause 4 (xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

19. As the Company has not issued any debentures the provisions of clause 4 (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

20. As the Company has not raised any money during the period by public issue, the provisions relating to end use thereof as per clause 4 (xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

21. Based upon the audit procedures performed by us for expressing our opinion on these fnancial statements and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For MOHINDER PURI & COMPANY

Chartered Accountants Firm Registration No.: 000204N

VIKAS VIG

Place : New Delhi PARTNER

Dated: 26th May, 2010 M NO: 16920

---

Sep 30, 2009

We have audited the attached Balance Sheet of ASIAN HOTELS LIMITED as at 30th September, 2009, the Profit and Loss Account and also the Cash Flow Statement for the eighteen months period ended on that date and annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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. 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 a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

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

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

(iii) The Balance Sheet, the Profit and Loss Account and the Cash flow Statement dealt with by this report are in agreement with the books of account;

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

(v) We draw attention to Note 16 in Schedule 21 of the Notes annexed to the Accounts regarding the investment in Regency Convention Centre and Hotels Limited (a subsidiary company) amounting to Rs.2579.01 Lakhs and other receivables amounting to Rs. 389.82 Lakhs relating thereto. As elucidated in the said note, considering that the value of the investments cannot be reasonably ascertained at present, resultantly, no provision for impairment has been made in the said financial statements.

(vi) Further, we invite attention to Note 18 of Schedule 21 of the Notes annexed to the Accounts, suggesting that upon receipt of necessary approval of the Scheme of Arrangement and Demerger (the Scheme), both the Kolkata Undertaking and Mumbai Undertaking would get demerged as of the Appointed Date i.e. 31st October, 2009, and resultantly, the Company would comprise only residuary operation i.e. primarily the Hyatt Regency, Delhi.

(vii) On the basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th September 2009 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956;

(viii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, 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 30th September, 2009;

b) in the case of the Profit and Loss Account of the Profit for the eighteen months period ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT OF ASIAN HOTELS LIMITED FOR THE EIGHTEEN MONTHS PERIOD ENDED 30th SEPTEMBER, 2009

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

1. b. Though all the assets have not been physically verified by the management during the period, as per the information furnished to us, there exists a programme of physical verification of entire fixed assets over a reasonable period. In our opinion the frequency of verification of the fixed assets by the management is at reasonable intervals having regard to the size of the Company and nature of the assets and no material discrepancies were noticed between the book records and the physical inventory in respect of the assets physically verified.

1. c. During the period, the Company has not disposed off substantial part of the fixed assets. Based on the information and explanation given by the management and on the basis of audit procedures performed by us, we are of the opinion that the sale of fixed assets, if any, has not affected the going concern status of the Company.

2. a. The stocks of stores, provisions, beverages, crockery etc., have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

2. b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

2. c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As informed to us, the Company has not taken / granted any loan, secured or unsecured, from / to companies, firms or other parties covered 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 nature of its business with regard to the purchase of stores, provisions, beverages, crockery etc., plant and machinery, equipment and other assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weakness in internal control systems.

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

5. b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances by/to other parties and sale of such services to others except where due to certain special reasons as explained to us prices have been charged with no comparison available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits covered by the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, hence the provisions of clause 4 (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

7. Internal Audit has been conducted by an independent firm of Chartered Accountants as well as by the Companys internal audit department during the period and it is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed for the Company the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

9. a. According to the records of the Company examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other applicable statutory dues.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of the aforesaid dues that were outstanding as at 30th September 2009 for a period of more than six months from the date they became payable.

9. b. According to the records of the Company examined by us and according to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty or Cess which have not been paid on account of any dispute except service tax demand amounting to Rs. 482.54 Lakhs disputed with concern authorities (Refer Note 21 of Schedule 21).

10. The Company had no accumulated losses as at the end of the current financial period and has not incurred any cash losses in such financial period and in the immediately preceding financial year, hence provisions of clause 4 (x) of the Companies (Auditors Report) Order, 2003 are not applicable.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in the repayment of any dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and 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 or a nidhi / mutual benefit fund / society, hence the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other investments in its own name.

15. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

16. In our opinion, the term loans were applied for the purposes for which they were raised.

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

18. As the Company made no preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, the provisions of clause 4 (xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

19. As the Company has not issued any debentures the provisions of clause 4 (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

20. As the Company has not raised any money during the period by public issue, the provisions relating to end use thereof as per clause 4 (xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For MOHINDER PURI & COMPANY Chartered Accountants

VIKAS VIG

Place : New Delhi Partner

Date : 25th November, 2009 Membership No.: 16920