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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Indian Hotels Company Ltd.

Mar 31, 2025

To the Members of The Indian Hotels Company Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of The Indian Hotels Company Limited (the "Company") which comprise the standalone balance sheet as at March 31, 2025, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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, 2025, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone 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 standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matter

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

Impairment Evaluation of Investments in Subsidiaries, Joint Ventures and Associates

See Note 6(a) to standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company has investments in subsidiaries, joint ventures and associates. These investments are accounted for at cost less any provision for impairment. The Company evaluates the indicators of impairment of the said investments regularly by reference to the requirements under Ind AS 36 Impairment of Assets. For investments where an indication of impairment exists, the carrying value of investment is assessed for impairment and where applicable an impairment provision is recognised.

The Company carries out impairment assessment for investment where indicators exists by:

- Comparing the carrying value of each investment with the net worth of each company based on latest financial statements.

- Comparing the performance of the investee companies with projections used for valuations and approved business plans.

- Management considers variables such as future revenue, operating expenditure and the most appropriate discount rate in their projections/ business plans.

The recoverable amounts of the above investments are estimated in order to determine the extent of the impairment loss, if any. As impairment assessment involves significant assumptions and judgement, we regard this as a key audit matter.

In view of the significance of the matter, we assess the indicators of impairment of investments in subsidiaries, joint ventures and associates and applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence on investments where indicators exist. Our procedures included challenging management on the suitability of the impairment model and reasonableness of the assumptions through performing the following:

- Obtained and assessed the valuation prepared by the management for its impairment assessment.

- Compared the carrying values of the Company''s investment in subsidiaries, associates and joint ventures with their respective net asset values and assessed the performance and their outlook.

- Verified the key assumptions used by management in the impairment assessment specifically in relation to projected earning before interest, taxes and depreciation and amortisation, growth rate and discount rates with the assistance of our valuation specialists.

- Assessed the sensitivity of the outcome of impairment assessment. Also tested the changes in key assumptions.

- Assessed and validated the appropriateness of the disclosures made in the standalone financial statements.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are 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 the Board of Directors 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.

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

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

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

- Identify and assess the risks of material misstatement of the standalone 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 the Management and Board of Directors.

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

- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone 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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. A. As required by Section 143(3) of the Act, we

report that:

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matter stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

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

e. On the basis of the written representations received from the directors as on April 1, 2025, April 10, 2025 and April 22, 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. The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the 2A(b) above on reporting under Section 143(3)(b) of the Act and 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. 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".

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

a. The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial position in its standalone financial statements - Refer Notes 31 and 39 to the standalone financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

d. (i) The management has represented that,

to the best of its knowledge and belief, other than as disclosed in the Note 46(e) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the

Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 46(f) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) 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 (i) and (ii) above, contain any material misstatement.

e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 48 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

f. Based on our examination which included test checks, except for the instances mentioned below and as explained in note 47 of the standalone financial statements, the Company has used accounting softwares for maintaining its books of account which, along with the access management tool, as applicable, have a feature of recording

audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

i. In case of revenue software used for maintaining the books of accounts relating to revenue and trade receivables, given that the access management tool was implemented from September 6, 2024, the details of audit trail (edit log) was not enabled at the database level for the period from April 1, 2024 to September 5, 2024.

ii. The revenue software used for maintaining the books of accounts relating to revenue and trade receivables was migrated to cloud infrastructure during the financial year and in the absence of reporting on compliance with the audit trail requirements in the independent auditor''s report of the third party service organisation, we are unable to comment whether audit trail feature of the said software was enabled at the database level to log any direct data changes and operated throughout the year for all relevant transactions recorded in the software. Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective accounting softwares'' we did not come across any instance of the audit trail feature being tampered with. Additionally, other than the periods where audit trail was not enabled in the prior year, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

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

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

For B S R & Co. LLP Chartered Accountants Firm''s Registration No.:101248W/W-100022

Farhad Bamji

Partner

Place: Mumbai Membership No.: 105234

Date: May 5, 2025 ICAI UDIN: 25105234BMNXBA7344

Mar 31, 2024

The Indian Hotels Company Limited

Report on the Audit of the Standalone FinancialÂ Statements

Opinion

We have audited the standalone financial statements of The Indian Hotels Company Limited (the "Company") whichÂ comprise the standalone balance sheet as at March 31, 2024,Â and the standalone statement of profit and loss (includingÂ other comprehensive income), standalone statement ofÂ changes in equity and standalone statement of cash flowsÂ for the year then ended, and notes to the standaloneÂ financial statements, including material accounting policiesÂ and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidÂ standalone financial statements give the informationÂ required by the Companies Act, 2013 ("Act") in the mannerÂ so required and give a true and fair view in conformity withÂ the accounting principles generally accepted in India, of theÂ state of affairs of the Company as at March 31, 2024, and itsÂ profit and other comprehensive income, changes in equityÂ and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matter

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

Impairment Evaluation of Investments in subsidiaries, Joint Ventures and Associates

See Note 6(a) to standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company has investments in subsidiaries, joint ventures and associates. These investments are accounted for at cost less any provisionÂ for impairment. The Company evaluates the indicators of impairment ofÂ the said investments regularly by reference to the requirements underÂ Ind AS 36 Impairment of Assets.

The Company carries out impairment assessment for each investment by:

- Â Â Â Comparing the carrying value of each investment with the net worthÂ of each company based on latest financial statements

- Â Â Â Comparing the performance of the investee companies withÂ projections used for valuations and approved business plans

- Â Â Â Management considers variables such as future revenue, operatingÂ expenditure and the most appropriate discount rate in theirÂ projections/ business plans.

The recoverable amounts of the above investments are estimated in order to determine the extent of the impairment loss, if any. As impairmentÂ assessment involves significant assumptions and judgement, we regardÂ this as a key audit matter.

In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriateÂ audit evidence. Our procedures included challenging management onÂ the suitability of the impairment model and reasonableness of theÂ assumptions through performing the following:

- Â Â Â Obtained and assessed the valuation prepared by the managementÂ for its impairment assessment;

- Â Â Â Assessed the indicators of impairment of investments inÂ subsidiaries, joint ventures and associates.

- Â Â Â Compared the carrying values of the Company's investment inÂ subsidiaries, associates and joint ventures with their respectiveÂ net asset values and assessed the performance and their outlook.

- Â Â Â Evaluated key assumptions in the Company's valuation modelsÂ used to determine recoverable amount including assumptionsÂ of projected earning before interest, taxes and depreciation andÂ amortisation, growth rate and discount rates. We also evaluatedÂ the forecasts based on historical performance.

- Â Â Â Assessed the sensitivity of the outcome of impairment assessment.Â Also tested the changes in key assumptions.

- Â Â Â Assessed and validated the appropriateness of the disclosuresÂ made in the standalone financial statements.

Other Information

The Company's Management and Board of Directors are responsible for the other information. The other informationÂ comprises the information included in the Company's annualÂ report, but does not include the financial statements andÂ auditor's reports thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the otherÂ information and, in doing so, consider whether the otherÂ information is materially inconsistent with the standaloneÂ financial statements or our knowledge obtained in the auditÂ or otherwise appears to be materially misstated. If, basedÂ on the work we have performed, we conclude that there isÂ a material misstatement of this other information, we areÂ required to report that fact. We have nothing to report inÂ this regard.

Management's and Board of Directors'

Responsibilities for the Standalone Financial Statements

The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of theÂ Act with respect to the preparation of these standaloneÂ financial statements that give a true and fair view of theÂ state of affairs, profit/ loss and other comprehensiveÂ income, changes in equity and cash flows of the CompanyÂ in accordance with the accounting principles generallyÂ accepted in India, including the Indian AccountingÂ Standards (Ind AS) specified under Section 133 of the Act.Â This responsibility also includes maintenance of adequateÂ accounting records in accordance with the provisions of theÂ Act for safeguarding of the assets of the Company and forÂ preventing and detecting frauds and other irregularities;Â selection and application of appropriate accounting policies;Â making judgments and estimates that are reasonable andÂ prudent; and design, implementation and maintenance ofÂ adequate internal financial controls, that were operatingÂ effectively for ensuring the accuracy and completenessÂ of the accounting records, relevant to the preparationÂ and presentation of the standalone financial statementsÂ that give a true and fair view and are free from materialÂ misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible forÂ assessing the Company's ability to continue as a goingÂ concern, disclosing, as applicable, matters related to goingÂ concern and using the going concern basis of accountingÂ unless the Board of Directors either intends to liquidateÂ the Company or to cease operations, or has no realisticÂ alternative but to do so.

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

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

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

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

- Â Â Â Identify and assess the risks of material misstatementÂ of the standalone financial statements, whether dueÂ to fraud or error, design and perform audit proceduresÂ responsive to those risks, and obtain audit evidenceÂ that is sufficient and appropriate to provide a basisÂ for our opinion. The risk of not detecting a materialÂ misstatement resulting from fraud is higher than forÂ one resulting from error, as fraud may involve collusion,Â forgery, intentional omissions, misrepresentations, or theÂ override of internal control.

- Â Â Â Obtain an understanding of internal control relevant toÂ the audit in order to design audit procedures that areÂ appropriate in the circumstances. Under Section 143(3)(i)Â of the Act, we are also responsible for expressing ourÂ opinion on whether the company has adequate internalÂ financial controls with reference to financial statementsÂ in place and the operating effectiveness of such controls.

- Â Â Â Evaluate the appropriateness of accounting policies usedÂ and the reasonableness of accounting estimates andÂ related disclosures made by the Management and BoardÂ of Directors.

- Â Â Â Conclude on the appropriateness of the ManagementÂ and Board of Directors use of the going concern basisÂ of accounting in preparation of standalone financialÂ statements and, based on the audit evidence obtained,Â whether a material uncertainty exists related to eventsÂ or conditions that may cast significant doubt on theÂ Company's ability to continue as a going concern. IfÂ we conclude that a material uncertainty exists, we areÂ required to draw attention in our auditor's report to theÂ related disclosures in the standalone financial statementsÂ or, if such disclosures are inadequate, to modify ourÂ opinion. Our conclusions are based on the audit evidenceÂ obtained up to the date of our auditor's report. However,Â future events or conditions may cause the Company toÂ cease to continue as a going concern.

- Â Â Â Evaluate the overall presentation, structure and contentÂ of the standalone financial statements, including theÂ disclosures, and whether the standalone financialÂ statements represent the underlying transactions andÂ events in a manner that achieves fair presentation.

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

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2020 ("the Order") issued by the Central GovernmentÂ of India in terms of Section 143(11) of the Act, weÂ give in the "Annexure A" a statement on the mattersÂ specified in paragraphs 3 and 4 of the Order, to theÂ extent applicable.

2 A. As required by Section 143(3) of the Act, we

report that:

a. Â Â Â We have sought and obtained all theÂ information and explanations which toÂ the best of our knowledge and belief wereÂ necessary for the purposes of our audit.

b. Â Â Â In our opinion, proper books of accountÂ as required by law have been kept by theÂ Company so far as it appears from ourÂ examination of those books except for theÂ matter stated in the paragraph 2B(f) below onÂ reporting under Rule 11(g) of the CompaniesÂ (Audit and Auditors) Rules, 2014.

c. Â Â Â The standalone balance sheet, the standaloneÂ statement of profit and loss (including otherÂ comprehensive income), the standaloneÂ statement of changes in equity and theÂ standalone statement of cash flows dealtÂ with by this Report are in agreement withÂ the books of account.

d. Â Â Â In our opinion, the aforesaid standaloneÂ financial statements comply with the Ind ASÂ specified under Section 133 of the Act.

e. Â Â Â On the basis of the written representationsÂ received from the directors as on April 1,Â 2024 and April 10, 2024 taken on record byÂ the Board of Directors, none of the directorsÂ is disqualified as on March 31, 2024 fromÂ being appointed as a director in terms ofÂ Section 164(2) of the Act.

f. Â Â Â The modification relating to the maintenanceÂ of accounts and other matters connectedÂ therewith are as stated in the paragraphÂ 2A(b) above on reporting under SectionÂ 143(3)(b) and paragraph 2B(f) below onÂ reporting under Rule 11(g) of the CompaniesÂ (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internalÂ financial controls with reference to financialÂ statements of the Company and the operatingÂ effectiveness of such controls, refer to ourÂ separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 ofÂ the Companies (Audit and Auditors) Rules, 2014,Â in our opinion and to the best of our informationÂ and according to the explanations given to us:

a. Â Â Â The Company has disclosed the impact ofÂ pending litigations as at March 31, 2024 on itsÂ financial position in its standalone financialÂ statements - Refer Notes 31 and 39 to theÂ standalone financial statements.

b. Â Â Â The Company did not have any long-termÂ contracts including derivative contractsÂ for which there were any materialÂ foreseeable losses.

c. Â Â Â There has been no delay in transferringÂ amounts, required to be transferred, to theÂ Investor Education and Protection Fund byÂ the Company.

d. Â Â Â (i) The management has represented

that, to the best of its knowledge and belief, other than as disclosedÂ in the Note 46(f) to the standaloneÂ financial statements, no funds haveÂ been advanced or loaned or investedÂ (either from borrowed funds or shareÂ premium or any other sources or kindÂ of funds) by the Company to or in anyÂ other person(s) or entity(ies), includingÂ foreign entities ("Intermediaries"), withÂ the understanding, whether recordedÂ in writing or otherwise, that theÂ Intermediary shall directly or indirectlyÂ lend or invest in other persons or entitiesÂ identified in any manner whatsoeverÂ by or on behalf of the CompanyÂ ("Ultimate Beneficiaries") or provideÂ any guarantee, security or the like onÂ behalf of the Ultimate Beneficiaries.

(ii) Â Â Â The management has representedÂ that, to the best of its knowledge andÂ belief, as disclosed in the Note 46(g) toÂ the standalone financial statements,Â no funds have been received byÂ the Company from any person(s)Â or entity(ies), including foreignÂ entities ("Funding Parties"), with theÂ understanding, whether recorded inÂ writing or otherwise, that the CompanyÂ shall directly or indirectly, lend orÂ invest in other persons or entitiesÂ identified in any manner whatsoeverÂ by or on behalf of the Funding PartiesÂ ("Ultimate Beneficiaries") or provideÂ any guarantee, security or the like onÂ behalf of the Ultimate Beneficiaries.

(iii) Â Â Â Based on the audit proceduresÂ performed that have been consideredÂ reasonable and appropriate in theÂ circumstances, nothing has come to ourÂ notice that has caused us to believe thatÂ the representations under sub-clauseÂ (i) and (ii) of Rule 11(e), as providedÂ under (i) and (ii) above, contain anyÂ material misstatement.

e. Â Â Â The final dividend paid by the Company duringÂ the year, in respect of the same declaredÂ for the previous year, is in accordance withÂ Section 123 of the Act to the extent it appliesÂ to payment of dividend.

As stated in Note 48 to the standalone financial statements, the Board of DirectorsÂ of the Company has proposed final dividendÂ for the year which is subject to the approvalÂ of the members at the ensuing AnnualÂ General Meeting. The dividend declared is inÂ accordance with Section 123 of the Act to theÂ extent it applies to declaration of dividend.

f. Â Â Â Based on our examination which includedÂ test checks, except for the instancesÂ mentioned below and as explained in note 47Â of the standalone financial statements, the

Company has used accounting softwares for maintaining its books of account, which haveÂ a feature of recording audit trail (edit log)Â facility and the same has operated throughoutÂ the year for all relevant transactions recordedÂ in the respective softwares:

i. Â Â Â The feature of recording audit trailÂ (edit log) facility was not enabled, forÂ a portion of the year at the applicationÂ layer of the accounting software usedÂ for maintaining general ledgers forÂ master fields and direct data changes toÂ transactions; the audit trail feature wasÂ enabled in a phased manner betweenÂ June 2023 and July 2023.

ii. Â Â Â In case of the accounting software usedÂ for maintaining general ledger for oneÂ of its hotel units, the audit trail (editÂ log) facility for data changes performedÂ by users having privileged access wasÂ enabled from December 21, 2023Â onwards at the application layer andÂ accordingly, such audit trail feature wasÂ not enabled for the period April 1, 2023Â to December 20, 2023.

iii. Â Â Â The feature of recording audit trailÂ (edit log) facility was not enabled at theÂ database level to log any direct dataÂ changes for the accounting softwaresÂ used for maintaining the booksÂ of accounts.

Further, for the periods where audit trail (edit log) facility was enabled andÂ operated for the respective accountingÂ software, we did not come across anyÂ instance of the audit trail feature beingÂ tampered with.

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

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

For B S R & Co. LLP

Chartered Accountants Firm's Registration No.: 101248W/W-100022

Tarun Kinger

Partner

Place: Mumbai Â Â Â Membership No.: 105003

Date: April 24, 2024 ICAI UDIN: 24105003BKFBNQ5769

Mar 31, 2023

Report on the Audit of the Standalone Financial

Statements

Opinion

We have audited the standalone financial statements of The Indian Hotels Company Limited (the "Company") which comprise the standalone balance sheet as at March 31, 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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, 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Key Audit Matter(s)

Impairment Evaluation of Investments in Subsidiaries, Joint Ventures and Associates

See Note 6(a) to standalone financial statements

The Key Audit Matter

The Company carries out impairment assessment for each investment by:

- Comparing the carrying value of each investment with the net worth of each company based on latest financial statements

- Comparing the performance of the investee companies with projections used for valuations and approved business plans

- Management considers variables such as future average revenue per available room, room occupancy, room rates, rate per cover etc. and operating expenditure and the most appropriate discount rate in their projections/ business plans.

How the Matter was Addressed in our Audit

In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence. Our procedures included challenging management on the suitability of the impairment model and reasonableness of the assumptions through performing the following:

- Obtained and assessed the valuation prepared by the management for its impairment assessment;

- Assessed the indicators of impairment of investments in subsidiaries, joint ventures and associates.

- Compared the carrying values of the Company''s investment in subsidiaries, associates and joint ventures with their respective net asset values and assessed the performance and their outlook.

- Evaluated key assumptions in the Company''s valuation models used to determine recoverable amount including assumptions of projected earning before interest, taxes and depreciation and amortisation, growth rate, room occupancy, room rate, projected capital expenditure and discount rates. We also evaluated the forecasts based on historical performance.

- Assessed the sensitivity of the outcome of impairment assessment. This is tested to changes in key assumptions;

- Assessed and validated the appropriateness of the disclosures made in the standalone financial statements.

Other Information

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

Management''s and Board of Directors Responsibilities for the Standalone Financial Statements

are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

- 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 the Management and Board of Directors.

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

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

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

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

(c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the 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, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(a) The Company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its standalone financial statements - Refer Note 31 and 39 to the standalone financial statements.

(b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(d) (i) The management has represented that, to the

best of its knowledge and belief, other than as disclosed in the Note 46(g) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 46(h) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed 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 (i) and (ii) above, contain any material misstatement.

(e) The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

(f) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from April 01, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

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

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No. 101248W/W-100022

Tarun Kinger

Partner

Mumbai Membership No. 105003

April 27, 2023 ICAI UDIN: 23105003BGYDKI9860

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of The Indian Hotels Company Limited (the "Company"), which comprise the standalone balance sheet as at March 31, 2022, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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, 2022, and its loss 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 in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone 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 standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Description of Key Audit Matter

Impairment evaluation of Investments in Subsidiaries, Joint Ventures and Associates

See note 6(a) to the Standalone Financial Statements The key audit matter

The Company carries out impairment assessment for each investment by:

â¢ Comparing the carrying value of each investment with the net worth of each company based on latest financial statements

â¢ Comparing the performance of the investee companies with projections used for valuations and approved business plans

â¢ Management considers variables such as future average revenue per available room, room occupancy, room rates, rate per cover etc. and operating expenditure and the most appropriate discount rate in their projections/ business plans

How the matter was addressed in our audit

In view of the significance of the matter, we applied the below mentioned audit procedures in this area, among others, to obtain sufficient appropriate audit evidence. Our procedures also included challenging management on the suitability of the impairment model and reasonableness of the assumptions through performing the following:

â¢ Obtained and assessed the valuation prepared by the management for impairment assessment;

â¢ Assessed the indicators of impairment of investments in subsidiaries, joint ventures and associates.

â¢ Compared the carrying values of the Company''s investment in subsidiaries, associates and joint ventures

with their respective net asset values and assessed the performance and their outlook.

â¢ Evaluated key assumptions in the Company''s valuation models used to determine recoverable amount including assumptions of projected earnings before interest, taxes and depreciation and amortisation, growth rate, room occupancy, room rate, projected capital expenditure and discount rates. We also evaluated the forecasts based on historical performance.

â¢ Assessed the sensitivity of the outcome of impairment assessment.

â¢ Assessed and validated the appropriateness of the disclosures made in the standalone financial statements.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone financial statements and our auditor''s report thereon.

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

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

â¢ Identify and assess the risks of material misstatement of the standalone 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.

â¢ 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 standalone financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

a) The Company has disclosed the impact of pending litigations as at March 31, 2022 on its financial position in its standalone financial statements - Refer Note 31 and Note 39 to the standalone financial statements.

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

d) (i) The management has represented that,

to the best of its knowledge and belief, other than as disclosed in the note 47 (g), no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

â¢ 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

â¢ provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

that:

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

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

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d) I n our opinion, the aforesaid standalone 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, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.

(ii) The management has represented, that, to the best of its knowledge and belief, as disclosed in the note 47(h), no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

â¢ 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

â¢ provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as 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) of the Companies (Audit and Auditor''s) Rules, 2014 contain any material mis-statement.

e) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No: 101248W/W-100022

Tarun Kinger

Partner

Mumbai Membership No: 105003

27 April 2022 ICAI UDIN: 22105003AHXEOY6556

Mar 31, 2019

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the standalone financial statements of The Indian Hotels Company Limited (âthe Companyâ), which comprise the standalone balance sheet as at 31 March 2019, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as âstandalone financial statementsâ).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS OF OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditorâs Responsibilities for the Audit of the Standalone 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 standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

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

i. Valuation of Investments

The Company has investments in subsidiaries, joint ventures and associates. These investments are accounted for at cost less any provision for impairment. If an impairment exist, the recoverable amounts of the above investment are estimated in order to determine the extent of the impairment loss, if any. Determination of whether there exists any impairment in the value of those investments is subject to a significant level of judgement. There is therefore a risk that the value of investments may be misstated. Refer to Note 5(a) -âInvestmentsâ of the standalone financial statements.

How our audit addressed the key audit matter

Our audit procedures included, among others, considering the impairment risk associated with investments in subsidiaries, joint ventures and associates. We examined key assumptions in managementâs valuation models used to determine recoverable amount considering external data, including assumptions of projected adjusted EBITDA, growth rate, room occupancy, room rate, projected capital expenditure, long term growth rates, discount rates and assessed the forecasts against the historical performance. We validated the appropriateness of the related disclosures in Note 5(v) of the financial statements.

ii. Contingent liabilities

The Company has significant tax and other litigations against it. There is a high level of judgement required in estimating the level of provisioning required and appropriateness of disclosure of those litigations as contingent liabilities.

Refer to Note 1 - âBasis of preparationâ, Note 17(b) -âProvisionsâ and Note 28 - âContingent liabilities and Contingent assetsâ and Note 36 of the standalone financial statements.

How our audit addressed the key audit matter

For legal, regulatory and tax matters our procedures included examining external legal opinions obtained by management; meeting with regional and local management and examining relevant Group correspondence; discussing litigations with the Companyâs legal counsel and tax head; assessing managementâs conclusions through understanding precedents set in similar cases; and circularization, where appropriate, of confirmations to third party legal representatives regarding certain material cases.

We also involved our internal tax specialists to gain an understanding and to determine the level of exposure for direct and indirect tax litigations of the Company.

In light of the above, we examined the level of provisions recorded and assessed the adequacy of disclosures in Standalone financial statements.

OTHER INFORMATION

The Companyâs management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companyâs annual report, but does not include the financial statements and our auditorâs report thereon.

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

MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Companyâs management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit and other 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) 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Companyâs 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. Refer Note - 43.

Board of Directors is also responsible for overseeing the Companyâs financial reporting process.

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs 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 standalone 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 the 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 managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Aâ, a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) the standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this report are in agreement with the books of account;

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

(e) on the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 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 the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ;

B. With respect to the other matters to be included in the Auditorâs 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 as at 31 March 2019 on its financial position in its standalone financial statements - Refer Note 28 and Note 36 to the standalone financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts, including derivative contracts - Refer Note 16 to the standalone financial statements;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2019; and

iv. the disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2019.

C. With respect to the matter to be included in the Auditorâs Report under section 197(16):

With reference to the Annexure A referred to in the Independent Auditorâs Report to the members of the Company on the standalone financial statements for the year ended 31 March 2019, we report the following:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, a portion of the fixed assets has been physical verified by the management during the year. No material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds, comprising all the immovable properties of land and buildings, are held in the name of the Company as at the balance sheet date except in respect of one commercial / residential building aggregating to â 0.78 crores (Gross block Rs. 1.30 crores) constructed on the leased land, which is in the possession of the Company acquired pursuant to a scheme of amalgamation of TIFCO Holding Limited (a wholly owned subsidiary). The lease of the said land has expired in the year 2000. Erstwhile TIFCO Holdings Limited has filed a writ Petition in High Court of Mumbai on 15 January 2013 for renewal of lease.

(ii) Inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in books of account.

(iii) 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 Act. Accordingly, paragraphs 3(iii)(a), (b) and (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us, the Company has not granted any loans, or provided any guarantees or security to the parties covered under section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments and guarantees made. The Company has not provided any security to the parties covered under Section 186 of the Act.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed maintenance of cost records under Section 148(1) of the Act. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, duty of customs, value added tax, goods and service tax, cess and other material statutory dues have been generally regularly deposited during the year with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, duty of customs, service tax, goods and service tax, value added tax, cess and other material statutory dues were in arrears as at 31 March 2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, duty of customs, goods and service tax and value added tax as at 31 March 2019, which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

(Rs. crores)

Name of Act	Nature of Dues	Amount Demanded	Amount not Deposited Under Disputes	Period to which amount relates (Financial Year)	Forum where dispute is pending
Sales Tax and	Tax, Penalty	6.06	4.76	1997 - 1998 to	Joint Commissioner (Appeals)
Value Added Tax	and Interest			2004 - 2005
		18.71	17.01	2005 - 2006 to	Joint Commissioner
				2010 - 2011
		0.66	-	2011 - 2012 to	Additional Commissioner
				2015 - 2016
		0.35	0.35	1992 - 1993 to	Assistant /Deputy Commissioner
				1995 - 1996
		1.91	1.91	2005 - 2006 to	Commissioner
				2011 - 2012
		3.13	2.622	2011 - 2012 to	Assistant /Deputy Commissioner
				2017 - 2018
		2.45	2.21	2012 - 2013 to	Commissioner
				2013-2014
		0.56	0.52	2004-2005 to	Commissioner
				2012-13
The Income	Tax and Interest	0.05	0.05	2007 - 2008	Commissioner (Appeals)
Tax Act, 1961		2.25	2.25	2009 - 2010,	Assessing Officer
				2011-2012 to
				2013 - 2014
		179.76	175.19	2009 - 2010,	Appellate Tribunal
				2011 - 2012 &
				2013-2014
The Finance	Service Tax,	0.17	0.17	2011 - 2012	Joint/Additional Commissioner
Act, 1994	Penalty	0.17	0.07	2006-2007 &	Commissioner of Service Tax
	and Interest			2007-2008
		0.12	0.11	2016 - 2017	Additional Commissioner
		0.13	0.12	2014 - 2015
		10.57	9.87	2006 - 2007 to	Commissioner
				2018 - 2019
		1.49	1.49	2002-2005	Tribunal

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans to banks and dues to debenture holders. The Company did not have any outstanding dues to financial institutions and government during the year.

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and has not obtained any term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company.

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

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

(Referred to in our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE AFORESAID STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 OPINION

We have audited the internal financial controls with reference to financial statements of The Indian Hotels Company Limited (âthe Companyâ) as of 31 March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2019, based on the internal financial controls with reference to financial statements 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 (the âGuidance Noteâ).

MANAGEMENTâS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companyâs management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. 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 Companyâs 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 (hereinafter referred to as âthe Actâ).

AUDITORâS RESPONSIBILITY

Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. 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 with reference to financial statements were established and maintained and whether 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of such internal financial controls, 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 auditorâs judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

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

MEANING OF INTERNAL FINANCIAL CONTROLS wiTH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

A Companyâs internal financial controls with reference to financial statements 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 Companyâs internal financial controls with reference to financial statements include 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 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 Companyâs assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firmâs Registration No: 101248W/W-100022

Vijay Bhatt

Mumbai Partner

30 April 2019 Membership No: 036647

Mar 31, 2018

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of The Indian Hotels Company Limited (âthe Companyâ), which comprise the Balance sheet as at March 31, 2018, 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 a summary of the Significant accounting policies and Other explanatory information (hereinafter referred to as âstandalone Ind AS financial statementsâ).

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit (including Other 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) 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorsâ judgement, 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 Companyâs 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 Companyâs Directors, as well as evaluating the overall presentation of the standalone 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 standalone Ind AS financial statements.

Opinion

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

Other Matters

The audited Ind AS financial statements of the Company for the corresponding year ended March 31, 2017 included in these standalone Ind AS financial statements, have been audited by the predecessor auditors whose audit report dated May 26, 2017 expressed an unmodified opinion on those audited standalone Ind AS financial statements. Our opinion is not modified in respect of this matter.

The figures for the year ended March 31, 2017 included in the standalone financial statements for the year ended March 31, 2018, have been restated to give effects to the scheme of amalgamation of TIFCO Holdings Limited (a wholly owned subsidiary) with the Company pursuant to an order of National Company Law Tribunal dated March 8, 2018, from the beginning of the preceding year (i.e April 1, 2016) in accordance with the Ind AS. Our opinion is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of section 143(11) of the Act, we give in âAnnexure Aâ, a statement on the matters specified in the paragraphs 3 and 4 of the Order.

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 standalone Balance sheet, the standalone Statement of Profit and Loss (including other comprehensive income), the standalone Statement of cash flows and the standalone 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) prescribed under section 133 of the Act;

(e) on the basis of the written representations received from the directors as on March 31,2018 taken on record by the board of directors, none of the directors is disqualified as on March 31, 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 with reference to the Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements- Refer Note 29 and Note 36 to the standalone Ind AS financial statements;

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

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018; and

iv. the disclosure in the standalone Ind AS financial statements regarding holdings as well as dealings in Specified Bank Notes during the period from November 8 , 2016 to December 30, 2016 have not been made since they do not pertain to the financial year ended March 31, 2018.

Annexure âAâ to the Independent Auditorâs Report

With reference to the Annexure A referred to in the Independent Auditorsâ Report to the members of the Company on the standalone Ind AS financial statements for the year ended March 31, 2018, we report the following:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of three years. In accordance with this program, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

- one plot of leasehold land aggregating Rs. 1.91 crore (Gross Block Rs. 1.91 crores) which is in physical possession of the Company and the settlement of the lease deed in favour of the Company is being processed.

- one hotel building aggregating Rs. 16.54 crores (Gross Block Rs. 18.53 crores), which is built on land taken on lease and disclosed as a part of the fixed assets in the financial statements. The lease agreement has expired, but the Company is permitted to carry out its operations until the process of auction by the owners of the said land is completed and the premises is handed over to the winning bidder.

- one commercial / residential building aggregating to Rs. 0.81 crores (Gross Block Rs. 1.30 crores) constructed on the leased land, which is in the possession of the Company acquired pursuant to a scheme of amalgamation of TIFCO Holding Limited (a wholly owned subsidiary). The lease of the said land has expired in the year 2000. TIFCO Holdings Limited has filed a writ Petition in High Court of Mumbai on January 15, 2013 for renewal of lease.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in books of account.

(iii) 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 (âthe Actâ). Accordingly, paragraphs 3 (iii)(a), (b) and (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us, the Company has not granted any loans, or provided any guarantees or security to the parties covered under section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of the investments and guarantees made. The Company has not provided any security to the parties covered under section 186 of the Act.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed maintenance of cost records under section 148(1) of the Act. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Duty of Customs, Duty of Excise, Sales-tax, Service Tax, Value Added Tax, Goods and Services Tax, Cess and other material statutory dues have been generally and regularly deposited during the year with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Profession Tax, Income-tax, Duty of Customs, Duty of Excise, Sales-tax, Service Tax, Goods and Services Tax, Value Added Tax, Cess and other material statutory dues were in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Goods and Services Tax and Value Added Tax as at March 31, 2018, which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

(Rs. in crores)

Name of Act	Nature of Dues	Amount Demanded	Amount not Deposited / Under Disputes	Period to which amount relates (Financial Year)	Forum where dispute is pending
Sales Tax and Value	Tax, Penalty and	6.06	4.76	1997-1998 to	Joint Commissioner (Appeals)
Added Tax	Interest			2004 - 2005
		10.10	9.30	2005 - 2009 &
				2010 - 2011
		0.18	0.18	2006 - 2008	Additional Commissioner
		0.66	-	2010 - 2011 to
				2015 - 2016
		0.34	0.34	1992-1993 to	Commissioner (Appeals)
				1995 - 1996
		1.91	1.91	2005 - 2006 to
				2012 - 2013
		0.02	0.02	2005 - 2006	Assistant / Deputy Commissioner
		2.98	2.54	2011-2012 to
				2017-2018
The Income Tax Act,	Tax and Interest	125.51	102.93	2012-2013	Commissioner (Appeals)
1961		2.25	2.25	2009 - 2010 to	Assessing Officer
				2013 - 2014
		51.00	34.24	2009 - 2010 &	Tribunal
				2011-2012
The Finance Act,	Tax, Penalty and	0.16	0.16	2002 - 2003	Commissioner (Appeals)
1994	Interest	3.95	3.72	2006 - 2007 to
				2016 - 2017
		0.12	0.11	2012 - 2013	Additional Commissioner
		0.88	0.87	2006 - 2007 to	Joint Commissioner (Appeals)
				2016 - 2017
		8.16	2.76	2006 - 2007 to	Tribunal
				2012-2013
Property	Demand, Penalty	0.10	-	1990-1991	High Court
Tax	and	315.42	244.92	2009 - 2010 to
	Interest			2017-2018
		0.30	0.30	2009 - 2010	Supreme Court

(ix) In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the Company has utilised the money raised by way of rights issue of equity shares during the year, except for unutilised amount of Rs. 51.81 crores, which has been kept in fixed deposit. Moreover, the term loans taken by the Company have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised money by way of initial public offer (including debt instruments) during the year.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP

Chartered Accountants

Firmâs Registration No: 101248W/W-100022

Vijay Bhatt

Partner

Mumbai, May 25, 2018 Membership No: 036647

Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of THE INDIAN HOTELS COMPANY LIMITED (the âCompanyâ), which comprise the Balance Sheet as at March 31, 2017, and 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.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (the âActâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) 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 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.

Auditorâs responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

In conducting 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 standalone 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs 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 Companyâs 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 Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, 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 Section 143 (3) of the Act, based on our audit 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 standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

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 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 âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditorâs 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 standalone Ind AS financial statements;

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

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 November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the 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. However, as stated in note 36, Page 171 to the financial statements amounts aggregating to Rs.0.12 crore as represented to us by the Management have been received against transactions which are not permitted.

2. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE âBâ TO THE INDEPENDENT AUDITORâS REPORT

(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date except in respect of one plot of leasehold land carried at Rs.1.91 crore which is in physical possession of the Company and the settlement of the lease deed in favour of the Company is being processed.

The Company also holds immovable properties (âbuildingsâ) that have been built on land taken on lease which are disclosed as a part of the property, plant and equipment of the Company in the financial statements. The lease agreements in these cases are in the name of the Company except in one instance where the lease agreement has expired but the Company has been permitted to carry out its operations until the process of auction and handover of the premises to the winning bidder is completed.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) 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.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, to the extent applicable, in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been generally been regular in depositing undisputed statutory dues, including Provident Fund, Employeesâ State Insurance, Income-Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income-Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:

Name of Statute	Nature of dues	Forum where dispute is pending	Period to which the amount relates	Amount involved (Rs. in crore)	Amount Unpaid (Rs. in crore)
Central Sales Tax Act, 1956 and Sales Tax / Value Added Tax Act of various states	VAT and Sales Tax	Assessing Officer	Financial Year 2003-2004 to 2004-2005	0.08	0.06
		Assistant Commissioner, Commercial Taxes Department- Udaipur, Rajasthan	Financial Year 2011-2012 to 2015-2016	0.44	0.40
		Deputy Commissioner of commercial taxes	Financial Year 1997-2005, 2011-2012 to 2012-2013	6.15	4.85
		Joint Commissioner (Commercial Taxes)	Financial Year 2012-2013 to 2013-2014	0.23	0.19
		Tribunal, Appellate and Revision Board	Financial Year 1992-1993, 2005-2006 to 2012-2013	0.65	0.63
		Joint Commissioner of Sales Tax (Appeal)	Financial Year 2005-2006, 2007-2008, 2010-2011, 2013-2014 to 2016-2017	10.31	9.54
		High Court	Financial Year 1997-1998, 2003-2004, 2007-2008 to 2008-2009, 2013-2014	0.83	0.42
Finance Act , 1994 and Service Tax Laws	Service Tax	Assistant Commissioner of Service Tax	Financial Year 2007-2008	0.12	0.11
		Central Excise and Service Taxes Appellate Tribunal	Financial Year 2004-2005 to 2013-2014	1.19	1.09
		Commissioner of Service Tax (Additional / Assistant / Joint)	Financial Year 2002-2003 to 2012-2013, 2015-2016	7.19	2.05
		Commissioner of Service Tax Appeals	Financial Year 2005-2006 to 2012-2013, 2014-2015	0.26	0.11
		The Deputy Commissioner of Service Tax Audit, Service Tax Commissionarate	Financial Year 2013-2014 to 2014-2015	0.11	0.11
		Service Tax Appellate Tribunal	Financial Year 2004-2005 to 2015-2016	0.39	0.39
		Supreme Court	Financial Year 2005-2006 to 2012-2013	1.05	1.05
		The Additional Commissioner, Central Excise	Financial Year 2002-2003 to 2012-2013	0.37	0.37
Income Tax Act, 1961	Income Tax	Commissioner of Income Tax (Appeals)	Financial Year 2002-2004, 2005-2006 to 2007-2008 and 2012-2013	126.76	126.76
		Income Tax Appellate Tribunal	Financial Year 2009-2010 and 2011-2012	51.72	34.96

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders.

(ix) In our opinion and according to the information and explanations given to us, money raised by way of initial public offer/ further public offer (including debt instruments) and the term loans have been applied by the Company during the year for the purposes for which they were raised, other than temporary deployment pending application of proceeds.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud 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 and explanations given to us, the Company has paid / provided 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) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

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

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firmâs Registration No. 117366W / W-100018)

Sanjiv V. Pilgaonkar

Partner

MUMBAI, May 26, 2017 (Membership No. 39826)

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of THE INDIAN HOTELS COMPANY LIMITED (the "Company") which comprise the Balance Sheet as at 31st March, 2013, 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

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 (the "Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

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

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

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

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

Emphasis of Matter

We draw attention to footnote (iii) to Note 15 to the financial statements which describes the uncertainty related to the carrying value of investments in Orient Express Hotels Limited. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors 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 Section 274(1 )(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

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

(i) Having regard to the nature of the Company''s business / activities clauses (viii), (xiii), (xiv), (xviii) and (xx) of paragraph 4 of CARO are not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) In our opinion, the fixed assets disposed off during the year, do not constitute a substantial part of the fixed assets of the Company and such disposal has not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has neither granted nor taken any loan, secured or unsecured, to/from companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transactions is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA, or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to 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.

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

(ix) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales tax. Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Excise duty and Service Tax which have not been deposited as on 31st March, 2013 on account of disputes are given below:

Name of Statute Nature Rs. Period to which the amount relates of Dues crores

Central Sales Tax Sales 0.02 Financial years 2008-09 and 2009-10 Act, 1956 and Tax Sales Tax / Value Added Tax Act of 0.80 Financial years 1994-1995, 1995-1996, 1997- various states 1998, 2005-2006

0.06 Financial year 2003-2004

0.85 Financial year 2004-2005 to 2009-2010

0.08 Financial year 2003-2005

4.90 Financial year 1999-2005

0.31 Financial years 1992-93, 1993-94 and 1997-98

0.07 Financial years 2000-2001 and 2002-2003

Finance Act, 1994 Central 0.28 Financial year 2006-10 Excise

Finance Act, 1994 Service 12.32 Financial year 2006-07 to 2010-11 and Service Tax Tax Laws 1.61 Financial years 2002 to 2011

0.14 Financial years 2002 to 2007

0.59 Financial years 2003-2006 and 2011-2012

Income Tax Act, Income 0.31 Financial years 2005-06 to 2007-2008 1961 Tax

Name of Statute Forum where dispute is pending

Central Sales Tax Act 1956 Additional Commercial Tax Officer, Panaji, Goa

Appellate Board

Appellate Deputy Commissioner

Deputy Commissioner of Commercial Taxes

Joint Commissioner of Sales Tax

Joint Commissioner of Sales Tax (Appeal)

Tribunal

Assistant commissioner

Finance Act 1994 Commissioner of Central Excise

Finance Act 1994 CESTAT

Custom Excise and Service Tax Appellate Tribunal

Assistant commissioner of Service Tax (Appeals)

Joint Commissioner of Service Tax

Income Tax Act 1961 Commissioner of Income Tax (Appeals), Panaji, Goa

(x) The Company does not have accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are prima fade, not prejudicial to the interests of the Company.

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deploymeM ending application.

(xv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, there is a temporary usage of short-term funds for long-term investment to the extent of Rs. 331.97 crores.

(xvi) According to the information and explanations given to us and the records examined by us, unsecured debentures of Rs. 200.00 crores are issued during the year. Accordingly, the Company has not created any security in respect of debentures issued.

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

For DELOITTE HASKINS & SELLS For PKF SRIDHAR & SANTHANAM

Chartered Accountants Chartered Accountants

(Registration No. 117366W) (Registration No. 003990S)

Sanjiv V. Pilgaonkar S. Ramakrishnan

Partner Partner

(Membership No. 39826) (Membership No. 18967)

MUMBAI, 30th May, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of THE INDIAN HOTELS COMPANY LIMITED ("the Company") as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the 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. Without qualifying our opinion, we draw attention to Note no. 15(iii) to the financial statements which describes the uncertainty related to long term investments and other exposures aggregating Rs 1,462.85 crores. The Company's reasons for regarding potential diminution arising in respect of these investments to be temporary in nature, have been explained in the same note.

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

5. Further to our comments in paragraph 3 above and in the Annexure referred to in paragraph 4 above, we report as follows:

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

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

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

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

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

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

6. On the basis of the written representations received from the Directors as on 31st March, 2012 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 4 of our report of even date)

(i) Having regard to the nature of the Company's business/activities/result/transactions, etc. clauses (viii), (x), (xiii), (xiv), (xviii) and (xx) of paragraph 4 of CARO are not applicable.

(ii) In respect of its fixed assets:

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

(b) Physical verification of fixed assets has been carried out by the Management at most of the Units in accordance with a programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. We have been informed that the reconciliation of assets verified with the fixed assets register is in progress at one of the Units and physical verification report is not received for two of the units for which verification was conducted during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification. "

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has neither granted nor taken any loan, secured or unsecured, to / from companies, firms or other parties listed in the Register under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) There were no transactions in excess of Rs 5 lakhs each in respect of any party during the year.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA, or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to 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.

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

(ix) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) Details of dues of Sales Tax, Excise duty and Service Tax which have not been deposited as on 31st March, 2012 on account of disputes are given below:

Name of Statute Nature of Dues Rs in Period to which the Forum where dispute is pending crores amount relates

Central Sales Tax Sales Tax 4.90 1999-05 Joint Commissioner of Sales Tax (Appeal) Act, 1956 and Sales 0.25 1995-1996 Appellate Board Tax Act of various 0.16 2003-04 Appellate Deputy Commissioner

0.02 2000-01 Assistant Commissioner

0.05 2002-03 Assistant Commissioner

0.03 2004-05 Deputy Commissioner

0.54 2005-07 Deputy Commissioner of Commercial Taxes

0.06 2003-05 Joint Commissioner of Sales tax

0.10 1992-95 Tribunal

0.25 1997-98 Tribunal

Central Excise Act, Central Excise 0.28 2006-10 Commissioner of Central Excise 1994 Tax

Finance Act, 1994 Service Tax 0.32 2004-07 Appellate Tribunal and Service Tax 0.12 2005-07 Assistant Commissioner (Service tax)

Laws 0.01 2002-05 Assistant Commissioner ST (Appeals)

Custom Excise & Service Tax Appellate 0.63 2002-2005 Tribunal

0.33 2003-2006 Joint Commissioner

7.33 2001-2011 Commissioner of Service Tax

Total 15.38

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xi) In our opinion and according to the information and explanations given to us, the Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are prima facie, not prejudicial to the interests of the Company.

(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xiv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, there is a temporary usage of short-term funds for long-term investment to the extent of Rs 288.17 crores. The Management has represented that it is in the process of bringing in additional long-term funds in the near future.

(xv) According to the information and explanations given to us and the records examined by us, securities have been created during the year in respect of thfe debentures issued.

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

For DELOITTE HASKINS & SELLS For PKF SRIDHAR & SANTHANAM

Chartered Accountants Chartered Accountants

(Registration No. 117366W) (Registration No. 003990S)

Sanjiv V. Pilgaonkar S. Santhanakrishnan

Partner Partner

(Membership No. 39826) (Membership No. 19071)

Mumbai, May 28, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of THE INDIAN HOTELS COMPANY LIMITED ("the Company") as at March 31, 2011, the profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. Without qualifying our report, we invite attention to Notes 26, 27 and 28 of Schedule 14 regarding the Company's investments in and exposure to certain companies, where there is significant diminution in the value of the investments. The total amount of such investments and exposure is Rs. 1,283.08 crores.

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

5. Further to our comments in paragraph 3 above and in the Annexure referred to in paragraph 4 above, we report as follows:

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

(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 profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

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

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

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

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

6. On the basis of the written representations received from the Directors as on 31st March, 2011 taken on record by the Board of Directors, none of the Directors is disQualified as on 31st March, 2011 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 4 of our report of even date)

(i) Having regard to the nature of the Company's business/activities/result/transactions, etc. clauses (viii), (x), (xiii), (xiv) and (xx) of paragraph 4 of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. In respect of the assets acquired by the Taj Mahal Palace, Mumbai as part of the restoration programme pursuant to the terrorist attack in November 2008, the fixed asset records will be updated only after the insurance claim for reinstatement has been settled, upon which only the final cost of each of these assets will be ascertainable.

(b) Physical verification of fixed assets has been carried out by the Management at most of the Units in accordance with a programme of verification which, in our opinion, provides for physical verifi cation of all the fixed assets at reasonable intervals. We have been informed that the reconciliation of assets verified with the fixed assets register is in progress at one of the Units. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has neither granted nor taken any loan, secured or unsecured, to/from companies, firms or other parties listed in the Register under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) There were no transactions in excess of Rs. 5 lakhs each in respect of any party during the year.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA, or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According

to 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.

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

(ix) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) Details of dues of Sales Tax, Income Tax and Service Tax which have not been deposited as on 31st March, 2011 on account of disputes are given below:

Name of Nature of Amount Period to which Forum where dispute is pending Statute Dues (^ cro res) the amount relates

Central Sales Tax 0.11 2000-2001 / Additional Commissioner of Sales Tax Sales Tax 2002-2003 (Appeals)

Act, 1956 0.03 1996-98 Appellate & Revision Board and Sales 0.25 1995-1996 Appellate Board

Tax Act 0.03 2007-08 Commissioner of Sales Tax of vari ous 0.54 2005-07 Deputy Commissioner of Commercial Taxes 0.06 2003-05 Joint Commissioner of Trade Tax

4.90 1999-05 Joint Commissioner of Sales Tax

0.25 1997-98 Maharashtra Sales Tax Tribunal

0.10 1992-95 Tribunal

Income Tax Income Tax 0.31 2006-09 Commissioner of Income Tax (Appeals) Act, 1961

Finance Act, Service Tax 0.58 2002-04 Central Excise Service Tax Appellate 1994 Tribunal

0.32 2004-05 Appellate Tribunal

5.86 2006-10 Commissioner of Service Tax

0.43 2005-10 Additional Commissioner of Service Tax(Appeals) 0.05 2002-05 Assistant Commissioner of Service Tax(Appeals)

0.01 2005-07 Assistant Commissioner Service tax

1.15 2001-05 / 2006-07 Commissioner of Service Tax 0.04 2002-05 Deputy Commissioner of Central Excise

0.33 2003-06 Joint Commissioner of Service Tax(Appeals)

Total 15.35

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xi) In our opinion and according to the information and explanations given to us, the Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are prima facie, not prejudicial to the interests of the Company.

(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xiv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, funds raised on short-term basis have not been used during the year for long-term investment.

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

(xvi) According to the information and explanations given to us and the records examined by us, securities have been created during the year in respect of the debentures issued during the previous year.

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

For DELOITTE HASKINS & SELLS For N. M. RAIJI & CO.

Chartered Accountants Chartered Accountants

(Registration No. 117366W) (Registration No. 108296W)

Nalin M. Shah Vinay D. Balse

Partner Partner

(Membership No.15860) (Membership No. 39434)

Mumbai, May 24, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of THE INDIAN HOTELS COMPANY LIMITED (Ãthe CompanyÃ) as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the CompanyÃs Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the 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 (AuditorÃs Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

(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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

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

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

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

5. On the basis of the written representations received from the Directors as on 31st March, 2010, taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORSÃ REPORT (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the CompanyÃs business/activities/result/transactions, etc. clauses (viii), (x), (xiii) and (xiv) of paragraph 4 of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. The fixed asset records of the Taj Mahal Palace & Tower, Mumbai have not been updated, as pursuant to the terrorist attack in November 2008, the Unit is in the process of restoration of its property, which is covered by a reinstatement policy. The records, we are informed, will be updated only after the insurance claim for reinstatement has been settled.

(b) Physical verification of fixed assets has been carried out by the Management at most of the Units in accordance with a programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. We have been informed that the reconciliation of assets verified with the fixed assets register is still in progress at some of the Units. Discrepancies, if any, arising out of verification and reconciliation are yet to be determined.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) There were no transactions in excess of Rs. 5 lakhs each in respect of any party during the year.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA, or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to 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.

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

(ix) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, EmployeesÃ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) Details of dues of Sales Tax and Service Tax which have not been deposited as on 31st March, 2010 on account of disputes are given below:

Name of Statute Nature of Amount Period to which the Dues (Rs.in amount relates crores)

Central Sales Sales Tax 0.25 1997-98 Tax Act, 1956 and Sales Tax Act 7.72 2000-03 of various states

0.07 2000-2001/ 2002-2003

0.03 2004-05

0.10 1992-95

0.27 1995-96

0.23 1996-98

0.75 2001-2002/ 2005-2007

0.05 2004-05

Name of Statue Forum where dispute is pending

Central Sales Maharashtra Sales Tax Tax Act, 1956 Tibunal

ans Sales Tax Act Joint Commissioner of of various states Sales Tax

Additional Commissioner of Sales Tax (Appeals)

Deputy Commissioner of Sales Tax (Appeals)

Tribunal

Appellate Board

Appellate & Revision Board

Deputy Commissioner of Commercial Taxes

Assistant Commissioner of Sales Tax (Appeals)

Name of Statute Nature of Amount Period to which the Dues (Rs.in amount relates crores)

Finance Act, 1994 Service Tax 0.05 2000-05

0.33 2003-06

0.59 2002-04

1.10 2002-07

Total 11.54

Name of the Statue Forum where dispute is pending

Finance Act 1944 Assistant Commissioner of Service Tax (Appeals)

Joint Commissioner of Service Tax (Appeals)

Central Excise Service Tax Appellate Tribunal

Service Tax Department, New Delhi

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xi) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xiv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term investment.

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

(xvi) According to the information and explanations given to us, during the period covered by our audit report, the Company had issued 3,000 2% Secured Non-Convertible debentures of Rs. 10 lakhs each. The Company is in the process of creating security for these debentures within the prescribed time frame.

(xvii) We have verified the end use of money raised by the Rights Issue of simultaneous but unlinked issue of Equity Shares and Non Convertible Debentures as disclosed in Note 3 of Schedule 14 ÃNotes to the Balance Sheet and the Profit and Loss Account.Ã

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

For DELOITTE HASKINS & SELLS For N. M. RAIJI & CO.

Chartered Accountants Chartered Accountants

(Registration No. 117366W) (Registration No. 108296W)

Nalin M. Shah Vinay D. Balse

Partner Partner

(Membership No.15860) (Membership No. 39434)

MUMBAI, 26th May, 2010

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