Auditor Report of Gujarat Hotels Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of
Gujarat Hotels Limited (“the Company”), which comprise the
Balance Sheet as at March 31,2025, the Statement of Profit and
Loss including Other Comprehensive Income, the Statement
of Changes in Equity and the 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 (hereinafter referred to as “the financial
statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 (“the
Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards specified
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 of the Company as at March 31, 2025,
and total comprehensive income (comprising of profit and other
comprehensive income), changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit of the 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 Auditors'' 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
together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the 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 financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
Judgment, were of most significance in our audit of these
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. We have
determined the matters described below to be the key audit
matters to be communicated in our report.

Sr. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
1	Evaluation of uncertain legal position of leasehold land. (Refer note no. 20A to the financial statements) The lease period of land held by the Company has expired. The Company has filed necessary writ petition with High Court of Gujarat in April, 2013 which is still pending for adjudication. The Company has also made necessary application to State Government for Conversion of land from Leasehold to Freehold or Extension of Lease, which is in process. This matter being sub-Judice, essentially involves significant judgement to determine the possible outcome and therefore, we have considered it as a key audit matter.	We performed the following substantive procedures: • Obtained details of application made to State Government. • Obtained details of writ petition filed to the High Court of Gujarat and order copy passed by the High Court of Gujarat restraining the State Government from disturbing the actual possession over the property. • Obtained details of progress in the matter. • Read the minutes of the board meetings. Based on the procedures described, management''s evaluation of the same is acceptable.

Information Other than the Financial Statements and
Auditors'' 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 Board''s Report
including Annexures to Board''s Report, Management
Discussion and Analysis, Corporate Governance Report and
Shareholder''s Information but does not include the financial
statements and our auditors'' report thereon. The above-
referred information is expected to be made available to us
after the date of this audit report.

Our opinion on the 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 financial statements, our
responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read the information, which we will obtained after the
date of auditors'' report and if we conclude that there is a material
misstatement therein, we are required to communicate the
matter to those charged with governance and take appropriate
actions necessitated by the circumstances and the applicable

laws and regulations.

Responsibilities of Management and Those Charged with
Governance for the 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 financial statements that give a true and
fair view of the financial position, financial performance, total
comprehensive income, 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 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.

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.
The Board of Directors is also responsible for overseeing the
Company''s financial reporting process.

Auditors'' 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 auditors'' 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 with reference to financial statements 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 auditors''
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 auditors'' 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.

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 financial statements of the current
period and are therefore the key audit matters. We describe
these matters in our auditors'' report unless law or regulation
precludes public disclosure about the matters 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 Annexure “A”, a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

2. As required by Section 143(3) 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
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash
Flows dealt with by this Report are in agreement with
the books of account;

d. in our opinion, the aforesaid financial statements
comply with the Ind AS specified under Section 133
of the Act;

e. on the basis of the written representations received
from the directors as on March 31, 2025, taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 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 with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate report in Annexure “B”;

g. with respect to the other matters to be included in the
Auditors'' Report in accordance with the requirements
of section 197(16) of the Act, as amended:

the Company has neither paid nor provided for, any
remuneration to its directors during the year; and

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

i. the Company has disclosed the impact of
pending litigations on its financial position in
its financial statements - refer note 20A to the
financial statements;

ii. the Company did not have any long-term
contracts including derivative contracts for which
there were material foreseeable losses as at
March 31, 2025;

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

iv. (a) the management has represented that, to the

best of it''s knowledge and belief, other than
as disclosed in the notes to the accounts, no
funds (which are material either individually
or in aggregate) 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, whether, 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;

(b) the management has represented, that, to the
best of it''s knowledge and belief, other than
as disclosed in the notes to the accounts, no
funds (which are material either individually
or in aggregate) 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,
whether, 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;

(c) Based on the audit procedures that have
been considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material
misstatement.

v. (a) The final dividend paid by the Company

during the year which was declared for the
previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend.

(b) The Board of Directors of the Company
has proposed dividend for the year which
is subject to the approval of the members
at the ensuing Annual General Meeting.
The amount of dividend proposed is in
accordance with section 123 of the Act, as
applicable.

vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recoding audit trail (edit
log) facility and the same has operated through
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
audit trail feature being tampered with and audit
trail has been preserved by the Company as per
the statutory requirements for record retention

For K C Mehta & Co LLP
Chartered Accountants
Firm''s Registration No. 106237W/W100829

Chhaya Dave
Partner

Place: Vadodara Membership No. 100434

Date: April 23, 2025 uDiN: 25100434BMLKFE6430

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Mar 31, 2024

Gujarat Hotels Limited

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Gujarat Hotels Limited (“the Company”), which comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the 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 (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards specified 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 of the Company as at March 31, 2024, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the 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 Auditors'' 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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 financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of these 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
1	Evaluation of uncertain legal position of leasehold	We performed the following substantive procedures:
	land.	• Obtained details of application made to State
	(Refer note no. 20A to the financial statements)	Government.
	The lease period of land held by the Company has expired. The Company has filed necessary writ petition with High Court of Gujarat in April, 2013 which is still pending for adjudication. The Company has also made necessary application to State Government for Conversion of land from Leasehold to Freehold or	• Obtained details of writ petition filed to the High Court of Gujarat and order copy passed by the High Court of Gujarat restraining the State Government from disturbing the actual possession over the property. • Obtained details of progress in the matter.
	Extension of Lease, which is in process. This matter being sub-judice, essentially involves significant judgement to determine the possible outcome and therefore, we have considered it as a key audit matter.	• Read the minutes of the board meetings. Based on the procedures described, management''s evaluation of the same is acceptable.

Information Other than the Financial Statements and Auditors'' 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 Board''s Report including Annexures to Board''s Report, Management Discussion and Analysis, Corporate Governance Report and Shareholder''s Information but does not include the financial statements and our auditors'' report thereon. The above-referred information is expected to be made available to us after the date of this audit report.

Our opinion on the 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 financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the information, which we will obtained after the date of auditors'' report and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the 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 financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, 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 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.

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.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditors'' 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 auditors'' 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 with reference to financial statements 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 auditors'' 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 auditors'' 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.

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matters 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 Annexure “A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) 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 including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act;

e. on the basis of the written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B”;

g. with respect to the other matters to be included in the Auditors'' Report in accordance with the requirements of section 197(16) of the Act, as amended:

the Company has neither paid nor provided for, any remuneration to its directors during the year; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer note 20A to the financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were material foreseeable losses as at March 31, 2024;

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

iv. (a) the management has represented that, to the

best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) 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, whether, 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;

(b) the management has represented, that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) 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, whether, 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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. (a) The final dividend paid by the Company

during the year which was declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

(b) The Board of Directors of the Company has proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

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

For K C Mehta & Co LLP Chartered Accountants Firm''s Registration No. 106237W/W100829

Vishal P. Doshi Partner

Place: Vadodara Membership No. 101533

Date: April 18, 2024 UDIN:24101533BKGZRD2890

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Mar 31, 2018

Report on the Indian Accounting Standards (Ind AS) financial statements

We have audited the accompanying Ind AS financial statements of Gujarat Hotels Limited (“the Company”), which comprise the Balance Sheet as at 31^st March 2018, the Statement of Profit and Loss including other comprehensive income, the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS financial statements”).

Management’s Responsibility for the 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 of these 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) prescribed 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 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 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 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 thereunder.

We conducted our audit of the Ind AS financial statements 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 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 Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the 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 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 Ind AS 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 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 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 including the Ind AS, of the state of affairs of the Company as at 31^st March, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

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 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 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 including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act;

e. on the basis of the written representations received from the directors as on 31^st March, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 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 Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company does not have any pending litigations which would impact its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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 our Independent Auditor’s Report to the members of Gujarat Hotels Limited (“the Company”) on the Ind AS financial statements for the year ended 31^st March, 2018, we report that:

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

(b) As explained to us, the Company has a regular program of physical verification of fixed assets which, in our opinion is reasonable. The assets which were to be covered as per the said program have been physically verified by the management during the year. In our opinion and According to the information and explanations given to us, 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 building are held in the name of the Company. In respect of leasehold land, the company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on Company’s application to have the leasehold land converted to freehold and transferred to Company as per the existing government policy in this regard.

ii. The Company does not have any inventory and therefore, reporting under clause (ii) of the Order is not applicable to the Company.

iii. In our opinion and according to the information and explanations given 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 and therefore, reporting under clause (iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has not given any loans, guarantees or security. In respect of the Investments made, the Company has complied with the provisions of section 186 of the Act.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits during the year from the public within the meaning of provisions of section 73 to 76 of the Companies Act, 2013 and the rules framed thereunder and therefore, reporting under clause (v) of the Order is not applicable to the Company.

vi. In our opinion and according to the information and explanations given to us, in view of Rule 3 of the Companies (Cost Records and Audit) Amendments Rules 2014 the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company and therefore, reporting under clause (vi) of the Order is not applicable to the Company.

vii. (a) In our opinion and according to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues, including provident fund, employee’s state insurance, income-tax, sales tax, service tax, value added tax, cess and other statutory dues applicable to it. Further, no undisputed amounts payable in respect of provident fund, employee’s state insurance, income tax, sales tax, service tax, value added tax, cess and any other statutory dues were in arrears, as at 31^st March 2018 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, sales tax, service tax and value added tax which have not been deposited on account of any dispute.

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company does not have any loans or borrowings from any financial institution, government or debenture holders.

ix. In our opinion, the Company has not raised moneys by way of initial public offer or further public offer (including debt instrument) and term loans during the year and therefore, reporting under clause (ix) of the Order is not applicable to the Company.

x. In our opinion and according to information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. In our opinion and according to the information and explanations given to us, the Company has not paid or provided any managerial remuneration during the year and therefore, reporting under clause (xi) of the Order is not applicable to the Company.

xii. In our opinion and according to information and explanations given to us, the Company is not a Nidhi company and therefore, reporting under clause (xii) of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and the details have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and therefore, reporting under clause (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with directors and therefore, reporting under clause (xv) of the Order is not applicable to the Company.

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

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 Gujarat Hotels Limited (“the Company”) as of 31^st March, 2018 in conjunction with our audit of the 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 Act.

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”) issued by the Institute of Chartered Accountants of India(ICAI) and the Standards on Auditing issued by ICAI deemed to be prescribed under section 143(10) of the Act 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 judgement, including the assessment of the risks of material misstatement of the 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 Ind AS 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 Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the Ind AS 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, 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 K. C. Mehta & Co.

Chartered Accountants

Firm’s Registration No. 106237W

Vishal P. Doshi

Place : New Delhi Partner

Date : 17^th April, 2018 Membership No. 101533

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Mar 31, 2017

TO THE MEMBERS OF

GUJARAT HOTELS LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of M/s. GUJARAT HOTELS LIMITED

(“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. 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 I nd AS financial statements to give a true and fai r 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) notified under section 133 of the Companies Act, 2013(the Act) Companies (Indian Accounting Standards) Rules, 2015. 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 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

3. 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 and the Rules made there under including the accounting standards and matters which are required to be included in the audit report. We conducted our audit of standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

4. 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.

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

Opinion

6. 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 March 31, 2017, and its Profit, total comprehensive income, its cash flow and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. 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 including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act) Companies (Indian Accounting Standards) Rules, 2015.

e. On the basis of the written representations received from the directors as on March 31, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director under section 164(2) of the Companies Act, 2013.

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 - A to this report.

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, as amended, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigations, if any, as at March 31, 2017 on its financial position in its standalone Ind AS financial statements;

ii. The Company did not have any outstanding long-term contracts including derivative contracts as at March 31, 2017 for which there were any material foreseeable losses; and

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 has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S. O. 3407 (E) dated 8^th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures performed and representations provided to us by the management we report that the disclosures are in accordance with the books of accounts maintained by the company and as produced to us by the Management.

8. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the “CARO 2016”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the ‘‘Annexure B’’ a statement on the matters specified in paragraphs 3 and 4 of the Order.

Annexure - A: (Annexure to the Independent Auditor’s Report)

Referred to in paragraph 7(f) of the Independent Auditor’s Report of even date to the members of M/s. Gujarat Hotels Limited on the Financial Statements for the year ended 31^st March, 2017.

Report on the Internal Financial Controls Over Financial Reporting 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 M/s. Gujarat Hotels Limited (“the Company”) as of March 31, 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”. 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 I/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 March 31, 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”.

(As referred to in paragraph 8, under the heading of ‘Report on other Legal and Regulatory requirements’ of our report of even date on the Financial Statements of M/s. Gujarat Hotels Limited (“the Company”) for the year ended on March 31, 2017)

Annexure - B: To the Independent Auditors’ Report

i. In respect of Fixed Assets:

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

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals, which in our opinion is reasonable having regard to the size of the company and nature of the fixed assets. No material discrepancy has been noticed on such verification.

c) With respect to immovable properties, the company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on Company’s application to have the leasehold land of the Hotel converted to freehold and transferred to Company as per the existing government policy in this regard.

ii. In respect of Inventories:

There is no inventory; and hence, the related paragraphs of CARO 2016 are not applicable.

iii. In respect to loans, secured or unsecured, in our opinion and according to the information and explanation given 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.

iv. In respect to loans, investments, guarantees and security, in our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013.

v. According to the information and explanations given to us, the company has not accepted any deposit during the year and accordingly the question of complying with Section a 73 and 76 of the Companies Act, 2013 does not arise. In respect of unclaimed deposits, the company has complied with the provisions of Sections 74 and 75 or any other relevant provisions of the Companies Act, 2013. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal on the company.

vi. We have been informed by the management of the Company that no cost records have been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

vii. In respect to statutory dues:

a) According to the information and explanation given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

b) According to the records of the Company, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of any dispute.

viii. Based on the information provided to us, the Company does not have any loans or borrowing from a financial institution, bank, Government or debenture holders.

ix. According to the information and records available with us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the financial year under audit. However, such monies raised earlier were applied for the purposes for which those are raised.

x. According to the information available with us, no fraud by the company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information available with us, the Company has paid or provided the managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. As per the information available with us and understanding of business of the company, it is not a Nidhi Company. Hence, the related paragraphs of CARO 2016 are not applicable.

xiii. In our opinion, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act,2013 where applicable and the details have been disclosed in the standalone Ind AS Financial Statements etc., as required by the applicable Indian accounting standards.

xiv. According to the information and records available with us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting under clause (xiv) of the Order is not applicable to the Company.

xv. According to the information and records available with us, the Company has not entered into any noncash transactions with directors or persons connected with him.

xvi. As per the information available with us and understanding of business of the company the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

For Talati & Talati

Chartered Accountants

Firm’s Registration No. 110758W

CA. Manish A. Baxi

Partner

Membership No. 045011

Place : New Delhi

Date : 22nd April, 2017

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Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

GUJARAT HOTELS LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of GUJARAT HOTELS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("The Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the 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 accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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 have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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 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.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

7. 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 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 31st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director under section 164(2) of the Companies Act, 2013.

(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 - A” to this report.

(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 knowledge and belief and according to the information and explanations given to us:

(i) The Company has disclosed the impact of pending litigations, if any, as at 31st March, 2016 on its financial position in its financial statements;

(ii) The Company did not have any outstanding long-term contracts including derivative contracts as at 31st March, 2016 for which there were any material foreseeable losses; and

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

8. As required by ''the Companies (Auditor''s Report) Order, 2016'', issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "CARO 2016"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE - A : (ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT)

Referred to in paragraph 7(f) of the Independent Auditor’s Report of even date to the members of Gujarat Hotels Limited on the Financial Statements for the year ended 31st March, 2016.

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 Gujarat Hotels Limited (“the Company”) as of 31st 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. 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 I/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.

ANNEXURE - B : TO THE INDEPENDENT AUDITORS’ REPORT

(As referred to in paragraph 8 , under the heading of ‘Report on other Legal and Regulatory requirements’ of our report of even date on the Financial Statements of GUJARAT HOTELS LIMITED for the year ended on 31st March, 2016)

i. In respect of fixed assets:

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

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals, which in our opinion is reasonable having regard to the size of the company and nature of the fixed assets. No material discrepancy has been noticed on such verification.

c) In respect to title deeds of immovable properties, the Company is under arbitration proceedings to settle the pending lease revision with respect to land on which your hotel is built.

ii. In respect of its Inventory:

There is no inventory; and hence, the related paragraphs of CARO 2016 are not applicable.

iii. In respect to loans, secured or unsecured, in our opinion and according to the information and explanation given 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.

iv. In respect to loans, investments, guarantees and security, in our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013.

v. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit during the financial year under audit.

vi. We have been informed by the management of the Company that no cost records have been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

vii. In respect to statutory dues:

a) According to the information and explanation given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

b) According to the records of the Company, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of any dispute.

viii. Based in the information provided to us, the Company does not have any loans or borrowing from a financial institution, bank, Government or debenture holders.

ix. According to the information and records available with us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the financial year under audit. However, such monies raised earlier were applied for the purposes for which those are raised.

x. According to the information available with us, no fraud by the company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information available with us, the Company has paid or provided the managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. As per the information available with us and understanding of business of the company, it is not a Nidhi Company. Hence, the related paragraphs of CARO 2016 are not applicable.

xiii. In our opinion, all Transactions with the related parties, if any, are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

xiv. According to the information and records available with us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. According to the information and records available with us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. As per the information available with us and understanding of business of the company the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Talati &Talati

Chartered Accountants

Firm’s Registration No.110758W

CA Manish A. Baxi

Place : New Delhi Partner

Date : 16th April, 2016 Membership No. 045011

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Mar 31, 2015

Report on the Financial Statements

1. We have audited the accompanying financial statements of GUJARAT HOTELS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 st March, 2015, 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 Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("The Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow 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 the 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 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

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. 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.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act, and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

6. 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 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.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, therefore said 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, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. 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.

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

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

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

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

(i) The Company has disclosed the impact of pending litigations, if any, as at 31st March, 2015 on its financial position in its financial statements.

(ii) The Company did not have any outstanding long-term contracts including derivative contracts as at 31st March, 2015 for which there were any material foreseeable losses; and

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(As referred to in Paragraph 9 above, under the heading of "Report on Other Legal and Regulatory requirements" of our report of even date on the Financial Statements of GUJARAT HOTELS LIMITED, for the year ended 31 st March, 2015)

(1) In respect of its fixed assets:

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year at reasonable interval, 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) In respect of its inventory:

There is no inventory and hence the related paragraphs of the order are not applicable.

(3) In respect of the loans, secured or unsecured, granted by the Company to Companies, firms or other parties covered in the register maintained u/s 189 of the Companies Act, 2013:

(a) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to any company, firm or other party covered in the register maintained u/s 189 of the Companies Act, 2013.

(4) In respect of internal control system:

(a) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and services.

(5) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits during the financial year under audit.

(6) We have been informed by the management that no cost records have been prescribed by Central Government under sub- section (1) of section 148 of the Companies Act, 2013.

(7) Statutory and other dues:

(a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income- tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year. No undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2015 for a period of more than six month from the date they become payable.

(b) According to the records of the Company, there are no dues of Sales Tax, Income/Wealth Tax & Service Tax, which have not been deposited on account of any dispute.

(c) According to the information and explanation given to us and based on the records examined by us, amount 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 rules made there under has been transferred to such fund within prescribed time.

(8) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(9) Based on information available with us, the company does not have any loan / liability dues to financial institutions and / or banks.

(10) According to the records of the Company and information and explanations provided by the management, the Company has not given any guarantee for loans taken by others from Bank or financial institutions.

(11) According to the records of the Company, the Company has not obtained term loans during the year under review.

(12) Based upon the audit procedures performed and information and explanation 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 Talati & Talati

Chartered Accountants

Firm's Registration Number 110758W

CA. Manish A. Baxi

Partner

Membership Number 045011

Place : New Delhi

Date :15th April, 2015

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Mar 31, 2014

1. We have audited the accompanying financial statements of GUJARAT HOTELS 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.

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 {referred to in sub-section (3C) of section 211 of the Companies Act, 1956 "the Act"}. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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. 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 entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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

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

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

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

5. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended 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.

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

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

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

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

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

e. on the basis of written representations received from the directors as on 31st March, 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 Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 5 of our report of even date on the accounts of GUJARAT HOTELS LIMITED for the year ended on 31st March, 2014)

(i) In respect of its fixed assets:

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

b) 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. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

c) No Substantial (or major) part of the fixed assets has been disposed off during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraph 4 (iii) (b),(c),(d),(e),(f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of Section 58A of Companies Act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and other dues:

a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Service Tax, and any other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty as at 31st March, 2014 for a period of more than six month from date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

(xii) The Company has not obtained any term loan during the year.

(xiii) According to Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets, etc.) and vice-a- versa.

(xiv) According to information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per information and explanation given to us taken into consideration the nature of Company''s activities, other items of the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati Chartered Accountants Firm''s Registration No. 110758W

CA S R Parikh Place : Gurgaon Partner Date : 15th April, 2014 M.No. 007275

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Mar 31, 2013

1. We have audited the accompanying financial statements of GUJARAT HOTELS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 {referred to in sub-section (3C) of section 211 of the Companies Act, 1956 "the Act"}. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fairviewand are free from material misstatement, whether due to fraud or error.

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

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

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

5. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended 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.

6. As required bysection 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 ouraudit;

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 com ply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in Paragraph 5 of our report of even date on the accounts of GUJARAT HOTELS LIMITED for the yearendedon31stMarch,2013)

(i) In respect of its fixed assets:

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

b) 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. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

c) No Substantial (or major) part of the fixed assets has been disposed off during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraph 4 (iii) (b),(c),(d),(e),(f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of Section 58Aof Companies Act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and otherdues:

a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Service Tax, and any other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty as at 31 st March, 2013 for a period of more than six month from date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and othersecurities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

(xii) The Company has not obtained any term loan during the year.

(xiii) According to Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the yearfor long term investment (fixed assets, etc.) and vice-a- versa.

(xiv) According to information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per information and explanation given to us taken into consideration the nature of Company''s activities, other items of Clause Aof the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati

Firm''s Registration No. 110758(W)

Chartered Accountants

CA Manish Baxi

Place : New Delhi Partner

Date :25th April, 2013 M.No. 45011

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Gujarat Hotels Limited as on 31st March, 2012, and also the Statement of Profit and Loss of the Company and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended, issued by the Central Government in terms of Section 227(4A) of Companies Act, 1956, and we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above we report that:

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

(b) in our opinion, the Company has kept proper books of accounts as required by law so far as it appears from our examination of the 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 Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) on the basis of written representations received from the Directors as on 31st March, 2012 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) in our opinion and to the best of our information and according to the explanations given to us, they said statement of Accounts together with the notes annexed thereto, give the information required by the Companies Act, 1956 as amended from time to time in the manner so required, and give a true and fair view:

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

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

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

(Referred to in Paragraph 3 of our report of even date on the accounts Gujarat Hotels Limited for the year ended on 31st March, 2012)

(i) In respect of its fixed assets:

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

b) 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. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

c) No Substantial (or major) part of the fixed assets has been disposed of during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraph

4 (iii) (b),(c),(d),(e),(f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of Section 58A of Companies act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and other dues:

a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Service Tax, and any other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty as at 31st March, 2012 for a period of more than six months from date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

(xii) The Company has not obtained any term loan during the year.

(xiii) According to Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets, etc.) and vice-a- versa.

(xiv) According to information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per information and explanation given to us taken into consideration the nature Company's activities, other items of Clause A of the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati Chartered Accountants FRN:- 110758W

Place : New Delhi (CA. Manish Baxi)

Date : 27th April, 2012 Partner / M.No.: 045011

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Mar 31, 2011

1. We have audited the attached Balance Sheet of GUJARAT HOTELS LIMITED as on 31st March, 2011 and also the Profit and Loss Account of the Company and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Amended Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

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

(b) In our opinion, the Company has kept proper books of accounts as required by law so far as it appears from our examination of the books.

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

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

(e) On the basis of written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as Directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of Accounts together with the notes annexed thereto give the information required by the Companies Act, 1956 as amended from time to time in the manner so required, and give a true and fair view:

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

2011, (ii) In the case of Profit and Loss Account of the profit for the year ended on that date, and (iii) In the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of our report of even date on the accounts GUJARAT HOTELS LIMITED, for the year ended on 31st March, 2011.)

(i) In respect of its Fixed Assets:

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

(b) 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. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

(c) No substantial (or major) part of the fixed assets has been disposed of during the year.

(ii) There are no inventories and hence the related paragraphs of the Order are not applicable.

(iii) According to the information and explanation given to us, there are no loans, secured or unsecured,

granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year. Accordingly, paragraphs 4 (iii) (b), (c), (d), (e), (f) and (g) of the Order are not applicable.

(iv) The Company has not accepted any deposits from the public during the year or earlier years.

Accordingly provisions of Section 58A of Companies Act, 1956 are not applicable to the Company.

(v) In our opinion, the internal audit functions carried out during the year by a firm of Chartered

Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

(vi) Statutory and other dues:

(a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income- Tax, Service Tax and any other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty as at 31st March, 2011 for a period of more than six months from the date they become payable.

(vii) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

(viii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(ix) The provisions of any special statute applicable to chit fund are not applicable to the Company.

(x) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xi) There are no guarantees given by the Company for loans taken by others from banks and financial

institutions.

(xii) The Company has not obtained any term loans during the year.

(xiii) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not being used during the year for long term investment (fixed assets, etc.) and vice versa.

(xiv) According to information and explanation given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not issued any debentures during the year.

(xvi) The Company has not raised any money by way of Public Issues during the year.

(xvii) To the best of our knowledge and behalf and according to the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year.

(xviii) As per the information and explanation given to us and taken into consideration the nature Companys activities, other items of Clause A of the paragraph 4 of the CARO are not applicable to the Company.

For TALATI & TALATI Firms Registration No. 110758(W) Chartered Accountants

(CAMANISH BAXI) Place : Gurgaon Partner Date : 28th April, 2011 M. No. 7275

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Mar 31, 2010

1. We have audited the attached Balance Sheet of GUJARAT HOTELS LTD. as on 31st March 2010 and also the annexed Profit and Loss Account of the Company and the Cash Flow Statement for the year ended on that date. These financial statements are responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Amended Order, 2004 issued by the Central Government in terms of Section 227(4A) of Companies Act, 1956, and we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above we report that

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

(b) In our opinion, the Company has kept proper books of accounts as required by law so far as it appears from our examination of the books.

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

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

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Statement of Accounts together with the notes annexed thereto, give the information required by the Companies Act, 1956 as amended from time to time in the manner so required and give a true and fair view:

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

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

(iii) In the Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of our report of even date on the accounts GUJARAT HOTELS LIMITED for the year ended 31st March 2010)

(i) In respect of its Fixed Assets:

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

2) 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. All the assets have been physically verified by the management and found in order. No material discrepancies have been noticed on such verification.

3) No substantial (or major) part of the fixed assets has been disposed off during the year.

4) There are no inventories and hence the related paragraphs of the order are not applicable.

5) 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 during the year. Accordingly, paragraph 4 (iii) (b),(c),(d),(e),(f) and (g) of the order are not applicable.

6) The Company has not accepted any deposits from the public during the year or earlier years. Accordingly provisions of section 58A- of companies act are not applicable to the Company.

7) In our opinion the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with size of the Company and nature of its business.

8) On the basis of information and explanations given to us, and basis on the records examined by us, the Company is regular in depositing undisputed statutory dues which includes Provident Fund, Income Tax, Service Tax, Employees State Insurance and any other statutory dues with the appropriate authorities.

9) On the basis of information and explanations given to us, and basis on the records examined by us, no undisputed dues outstanding in respect of Sales Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty as at 31st March 2010 for a period of more than six month from date they become payable.

10) The Company has not granted loans and advances on-the basis of security by way of pledge of shares, debentures and other securities.

11) The provisions of any special statute applicable to chit fund are not applicable to the Company.

12) The Company is not dealing in or trading in shares, securities, debentures and other investments.

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

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

15) The funds raised on short-term basis have not been used for long-term investment and vice versa.

16) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

18) The Company has not made any Public Issue during the year under audit.

19) On the basis of the information and explanations given to us during the course of our audit, we are of the opinion that no fraud has been noticed on or by the Company during the year.

20) As per information and explanation given to us taken into consideration the nature companys activities, other items of Clause A of the paragraph 4 of the CARO are not applicable to the Company.

For Talati & Talati

Firms Registration No. 110758(W)

Chartered Accountants

(CA S R PARIKH) Place: Gurgaon Partner

Date: 28th April, 2010 M.No. 7275