Asian Hotels (West) Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of Asian Hotels (West)
Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including other comprehensive income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes
to the standalone financial statements including a summary of material accounting policies
and other explanatory information (hereinafter referred to as the "standalone financial
statements").

In our opinion and to the best of our information and according to the explanations given to
us, because of the significance of the matters described in the Basis for Adverse Opinion section
of our report, the aforesaid standalone financial statements do not give the information
required by the Companies Act, 2013 ("the Act") in the manner so required and do not give a
true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended ("Ind AS") and other accounting principles generally accepted in India, of the state
of the affairs of the Company as at March 31, 2025, its loss (including other comprehensive
loss), changes in equity and its cash flows for the year ended on that date.

Basis for Adverse Opinion

1. We draw attention to Note 46 to the standalone financial statements:

a. As per clause (v) of Schedule 2 to the Framework Agreement, Saraf Group shall have
the option to buy the Hyatt Regency, Mumbai (the principal asset of the Company)
from the Company any time after the successful withdrawal of CIRP and revocation of
the Trading suspension. Moreover, in case of exercise of such option by Saraf Group,
neither the Company nor Saraf Group shall be liable to pay any other amount to each
other. Though the Company is not a party to the said Framework Agreement, the
subsequent actions of the Board of Directors of the Company, in seeking and obtaining
the approval of the shareholders of the Company to secure the amounts received from
Saraf Group to create charge/lien over Hyatt Regency, Mumbai indicates that the
Board of Directors of the Company have taken cognizance of the Framework
Agreement. We also note that in the audited financial statements of Novak Hotels
Private Limited, the party who has been identified by Saraf Group as the person who
has funded the said amount of Rs. 39,000 lakhs has stated these amounts as advances
for acquiring Hyatt Regency, Mumbai.

In this regard, the following matters are noted and hereby reported:

i. Considering the provisions of the Framework Agreement providing an option to
Saraf Group to acquire Hyatt Regency, Mumbai and manner of presentation of
such amounts by the Group Company of Saraf Group, we are unable to state if the
classification of amounts received is in the nature of a borrowing or an advance for
sale of assets and the presentation of such amounts as non-current.

ii. Section 180(1) (a) of the Act restricts the power of the Board of Directors from sale,
lease or otherwise dispose of the whole or substantially the whole of the
undertaking of the company without the prior approval of the members of the
Company. In the instant case, the approval of the members of the Company was
obtained only for creating security on the assets and the information regarding the
exercise of option granted to Saraf Group was not informed to the members.

iii. Though the members of the Company approved creation of a charge / security on
Hyatt Regency, Mumbai, the Company is yet to file the necessary forms with the
Ministry of Corporate Affairs and therefore is not in compliance with the
requirements of the Act.

iv. If the intention is to sell Hyatt Regency, Mumbai in return of the fund infusion by
Saraf Group, these financial statements should have been prepared considering
the requirement of Ind AS 105 "Non-current assets held for sale and discontinued
operations. Also refer our reporting on Going Concern assumption in paragraph 3
below.

b. The Company has not recognized interest expense of Rs. 3,850.91 lakhs and certain
expenses of Rs. 453.84 lakhs towards reimbursement, as claimed by Saraf Group. In
the absence of agreed terms and conditions in respect of the amounts received, we are
unable to comment on the amount of interest that should have been accrued by the
Company in these standalone financial statements. Notwithstanding the above, if the
amounts received are in the nature of borrowings as considered by the Company, as
per section 186(7) of the Companies Act, 2013, such borrowings shall have a minimum
interest rate that is not lower than the prevailing yield of one year, three year, five year
or ten year government security closest to the tenor of the loan. However, even
considering the minimum rate of interest as stipulated in Section 186(7) of the Act, such
interest amount that has not been recognised in these standalone financial statements
is expected to be material and will represent a substantial proportion of the standalone
financial statements.

c. Further, there is an unreconciled balance of Rs. 242.64 lakhs in the amounts stated as
borrowings in note 22 to the standalone financial statements for the year ended March
31,2025, the recorded balance in the standalone financial statements being lower.

2. We draw attention to note 47 in the standalone financial statements, wherein, the
Company has written off and written back certain old outstanding balances during the
year ended March 31, 2025 which are amounting to Rs. 1,229.51 lakhs (net write off) and
have been disclosed as "Exceptional Items" in the standalone financial statements. The
balances written off/written back relate to the balances that existed as on March 31, 2024
and should have been written off/written back as on such date or earlier, as applicable.
As per para 42 of IND AS 8 "Accounting Policies, Changes in Accounting Estimates and

Errors", the prior period errors shall be corrected retrospectively. Consequently, the
exceptional items (net) and loss for the year ended March 31, 2025 are overstated by
Rs.l,229.51 lakhs.

3. We draw attention to note 45 to the standalone financial statements, wherein, the
Company has prepared these standalone financial statements on a going concern basis
considering the approved settlement proposal under Section 12A of IBC 2016 and the
steps being taken by the Company to meet its regulatory requirements and reporting
obligations. However, the Company⁷s current liabilities exceed the current assets by
Rs.42,051.61 lakhs as at March 31, 2025. Considering the above and in the absence of
sufficient appropriate audit evidence to support the Company''s ability to meet its
obligations, a material uncertainty exists that may cast significant doubt on the entity''s
ability to continue as a going concern and the standalone financial statements have not
been prepared on any other basis of accounting acceptable in the circumstances and also
do not adequately disclose this matter.

4. The Company has neither provided us with proper records showing full particulars,
including quantitative details and situation of property, plant and equipment nor has
provided us with the information regarding the physical verification of property, plant
and equipment. Therefore, we are unable to comment on the existence of the property,
plant and equipment balance of Rs. 1,617.11 lakhs as stated in note 3.1 to the
accompanying standalone financial statements.

5. Outstanding recoverable/payables balances with the Government Authorities are subject
to reconciliation with the statutory records and consequential adjustment, if any. Further,
in the absence of complete period details of "statutory dues payable" as referred in note
48 to the standalone financial statements, we are unable to comment on the adequacy of
interest expense on statutory dues recognized in the standalone statement of profit and
loss for the year ended March 31, 2025.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the 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. In addition to the matters described in the Basis for Adverse Opinion section, we have
determined the matters described below to be the key audit matters to be communicated in
our report.

Key audit matter

How our audit addressed the key audit matter

Classification and Disclosure of Advances Received and Associated Liabilities We refer to Note 46 to the standalone financial statements. a. As per clause (v) of Schedule 2 to the Framework Agreement, Saraf Group shall have the option to buy the Hyatt Regency, Mumbai (the principal asset of the Company) from the Company any time after the successful withdrawal of CIRP and revocation of the Trading suspension. Moreover, in case of exercise of such option by Saraf Group, neither the Company nor Saraf Group shall be liable to pay any other amount to each other. Though the Company is not a party to the said Framework Agreement, the subsequent actions of the Board of Directors of the Company, in seeking and obtaining the approval of the shareholders of the Company to secure the amounts received from Saraf Group to create charge/lien over Hyatt Regency, Mumbai indicates that the Board of Directors of the Company have taken cognizance of the Framework Agreement. We also note that in the audited financial statements of Novak Hotels Private Limited, the party who has been identified by Saraf Group as the person who has funded the said amount of Rs. 39,000 lakhs has stated these amounts as advances for acquiring Hyatt Regency, Mumbai. In this regard, the following matters are noted and hereby reported: i. Considering the provisions of the Framework Agreement providing an option to Saraf Group to acquire Hyatt Regency, Mumbai and manner of presentation of such amounts by the Group Company of Saraf Group, we are unable to state if the classification of amounts received is in the nature of a borrowing or an advance for sale of assets and the presentation of such amounts as non-current.

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. 1. We have verified and reviewed bank statements in respect of receipt of Rs. 39,000 Lakhs. 2. We have obtained ledger accounts and balance confirmations from the party in respect of such amount. However, the balances in the books of the Company are not tally with the confirmation received from the party. We have been informed by the Company that these balances are under reconciliation with the party. 3. Assessed the materiality of the unreconciled amounts in the context of the financial statements as a whole. 4. Assessed compliance with the relevant disclosure requirements. Since there are contradictory information in the audit evidence provided to us, this is a matter of modification in our Audit Report. See paragraph 1 of Basis for Adverse Opinion section above.

Key audit matter

How our audit addressed the key audit matter

ii. Section 180(1) (a) of the Act restricts the power of the Board of Directors from sale, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company without the prior approval of the members of the Company. In the instant case, the approval of the members of the Company was obtained only for creating security on the assets and the information regarding the exercise option granted to Saraf Group was not informed to the members. iii. Though the members of the Company approved creation of a charge / security on Hyatt Regency, Mumbai, the Company is yet to file the necessary forms with the Ministry of Corporate Affairs and therefore is not in compliance with the requirements of the Act. iv. If the intention is to sell Hyatt Regency, Mumbai in return of the fund infusion by Saraf Group, these financial statements should have been prepared considering the requirement of Ind AS 105 "Non- current assets held for sale and discontinued operations. Also refer our reporting on Going Concern assumption in paragraph 3 below. b. Further, the Company has not recognized interest expense amounting to Rs. 3,850.91 lakhs and certain expense reimbursements amounting to Rs. 453.84 lakhs, as claimed by the entity which advanced the funds. Due to the absence of agreed terms for these advances, we are unable to determine the amount of interest and expenses that should have been recognized in the standalone financial statements. Notwithstanding this, if the said advances are considered to be borrowings — as assumed by the Company—then, as per the provisions of Section 186(7) of the Companies Act,

Key audit matter	How our audit addressed the key audit matter
2013, a minimum interest should be
charged based on the prevailing yield of
government securities corresponding to
the tenor of the loan. Even by applying
this statutory minimum rate, the
unrecognized interest would be material
and would have a significant impact on
the standalone financial statements.
Additionally, as disclosed in Note 22 to
the standalone financial statements,
there is an unreconciled difference of
Rs.242.64 lakhs between the Company''s
records and the balance reported, with
the balance recorded in the standalone
financial statements being lower.
Due to the significance of the matters
described above and their pervasive
impact on the standalone financial
statements, this matter was considered to
be of significant importance in our audit
of the standalone financial statements.
Accounting treatment of write-off/write-	In	view of the significance of the matter, we
back of old outstanding balances as	applied the following audit procedures in this
disclosed in Exceptional Items (net)	area, among others, to obtain sufficient
As disclosed in Note 47 to the standalone	appropriate audit evidence.
financial statements, the Company has	1.	We have obtained an understanding of the
written off and written back certain old		Company''s process for identifying and
outstanding balances amounting to		evaluating old outstanding balances for
Rs.l,229.51 lakhs (net) during the year		potential write-off or write-back.
ended March 31, 2025. These balances	2.	This was a subject matter of modification in
pertain to periods prior to March 31, 2025,		our audit report for the financial year ended
and should have been written off or written		March 31,2024 and we have taken cognizance
back in earlier periods. As per paragraph 42		of such modification when performing this
of Ind AS 8, Accounting Policies, Changes in		audit.
Accounting Estimates and Errors, such prior	3.	As referred in note 47 to the standalone
period errors are required to be corrected		financial statements, the Company did not
retrospectively. However, the Company has		have supporting documents in respect of the
accounted for these items in the current year		balances written off and written back since
as exceptional items. As a result, the		these balances pertains to previous years for
exceptional items and loss for the year		which the complete and proper details were
ended March 31, 2025 are overstated by		not available with the Company since the
Rs.l,229.51 lakhs.		Company was under Corporate Insolvency
		Resolution Process ("CIRP"). Therefore, this
We considered this matter to be of		matter is a matter of modification in our Audit
significance due to the material nature of the		Report. See paragraph 2 of Basis for Adverse
amounts involved, and because the		Opinion section of our report.
treatment impacts the comparability and

Key audit matter	How our audit addressed the key audit matter
accuracy of the current period''s financial performance.
Assessment of Going Concern The Company has prepared these standalone financial statements on a going concern basis considering the approved the settlement proposal under Section 12A of IBC 2016 and the steps being taken by the Company to meet its regulatory requirements and reporting obligations. However, the Company''s current liabilities exceeds the current assets by Rs. 42,051.61 lakhs as at March 31, 2025. Considering the above and in the absence of sufficient appropriate audit evidence to support the Company''s ability to meet its obligations, a material uncertainty exists that may cast significant doubt on the entity''s ability to continue as a going concern and the standalone financial statements have not been prepared on any other basis of accounting acceptable in the circumstances and also do not adequately disclose this matter. We considered this matter to be of significance as it relates to the generally accepted fundamental accounting assumptions.	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. 1. We have obtained and reviewed the approved resolution plan 2. We have evaluated the assessment of going concern considering the indicators of going concern as provided under SA 570 Going concern. 3. Reviewed minutes of board meetings and post-CIRP correspondence to identify developments related to operational continuity and financial restructuring. 4. We have requested the management of the Company to provide any future business plans in support of going concern. The Company7 s current liabilities are more than the current assets as at March 31, 2025. In the absence of any convincing audit evidence to support the going concern assumptions, this matter has also been highlighted in Basis for Adverse Opinion section of our report
Outstanding recoverable/payables balances with the Government Authorities are subject to reconciliation with the statutory records and interest liability thereon. As described in Note 48 to the standalone financial statements, the Company has significant outstanding balances recoverable from and payable to various Government Authorities, which are subject to reconciliation with statutory records and consequential adjustments, if any. In the absence of complete and detailed aging or period-wise breakup of "statutory dues payable," we were unable to assess the accuracy and completeness of interest expense recognized on delayed payments of statutory dues in the standalone statement	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. 1. We have asked from the management the period wise details and reconciliation of statutory dues payable and recoverable with the statutory records which the Company has confirmed that these balances are under reconciliation. 2. We have been informed by the Company that these balances are pending since long and period wise details cannot be provided at this stage and therefore interest expenses on these statutory dues cannot be determined and hence not provided for in the standalone financial statements.

Key audit matter

How our audit addressed the key audit matter

of profit and loss for the year ended March 31, 2025. Given the materiality of these balances and the associated interest expense, as well as the judgment involved in determining the amounts payable and recoverable, and in view of the absence of sufficient supporting information and reconciliations, this matter was considered to be of significant importance in our audit of the standalone financial statements.

Therefore, this matter has also be highlighted in Basis for Adverse Opinion section of our report.

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

The Company''s Board of Directors is responsible for the preparation and presentation of its
report (herein after called as "Board Report") which comprises various information required
under section 134(3) of the Companies Act 2013 but does not include the financial statements
and our auditor''s report thereon.

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

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

The Board Report is not made available to us at the date of this auditor''s report.

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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these Standalone financial statements that give a true
and fair view of the financial position, financial performance, total comprehensive loss, cash
flows and changes in equity of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the Standalone financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors and management are
responsible for assessing the Company⁷s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting

unless management either intends to liquidate the Company or to cease operations or has no
realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of 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 decision 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 standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and to 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 an
adequate internal financial control with reference to the standalone financial statements in
place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the company''s
ability to continue as a going concern. If we conclude that 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, 2020"), issued
by the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified
in paragraphs 3 and 4 of the Order, 2020.

2. With respect to the other matters to be included in the Auditor⁷s report in accordance with
the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given
to us, the Company has paid managerial remuneration to its directors in accordance with
the provisions of the Section 197 of the Act during the year.

3. As required by Section 143 (3) of the Act, based on our audit we report that:

(a) We sought and, except for the effect of the matters described in paragraphs l.b, 3, 4
and 5 of the Basis for Adverse Opinion section of our report, obtained all the
information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit of the accompanying standalone financial
statements.

(b) In our opinion, due to the effects of the matters described in the Basis for Adverse
Opinion section of our report and matters stated in paragraph 3(i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit & Auditor''s) Rules, 2014, the
Company has not kept proper books of account as required by the law.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive
income), the Statement of Cash Flows and the Statement of Changes in Equity dealt
with by this Report are in agreement with the relevant books of account.

(d) In our opinion, due to the effects of the matters described in the Basis for Adverse
Opinion section of our report, the aforesaid standalone financial statements do not

comply with Indian Accounting Standards specified under Section 133 of the Act,
read with relevant rules issued there under.

(e) The matters described in the Basis for Adverse Opinion section of our report and the
matters reported in our report on CARO 2020 included as "Annexure A" to this
report, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of written representations received from the directors as on March 31,
2025 and 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;

(g) Refer paragraph 3(b) and 3(d) above in this section of the report regarding matters of
qualification, reservation or adverse remark relating to the maintenance of accounts
and other matters connected therewith.

(h) 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" wherein we have provided an
Adverse Opinion.

(i) With respect to the other matters to be included in the Auditor⁷s 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.

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

(iii) The Company was required to transfer a sum of Rs. 5.12 lakhs of unpaid
dividends to account of Investor Education and Protection Fund, however, the
same has not been transferred.

(iv) (a) The management has represented that, to the best of its knowledge and

belief, to the standalone financial statements, no funds (which are material
either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person or
entity, including foreign entity ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of its knowledge and
belief, to the standalone financial statements, no funds (which are material
either individually or in the aggregate) have been received by the Company

from any person or entity, including foreign entity ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.

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

(v) The Company has neither declared nor paid any dividend during the year.

(vi) The Company has used tally accounting software for maintaining its books of
account for the financial year 2024-25, which have a feature of recording audit
trail (edit log) facility, however the same has not operated throughout the year
for all relevant transactions recorded in the software as reported in note 49 to
the accompanying standalone financial statements. Further, during the course
of our audit, we did not come across any instance of audit trail feature being
tampered with, in respect of accounting software for the period for which the
audit trail feature was enabled and operating. The Company has not preserved
audit trail as per the statutory requirements for record retention.

For J. C. Bhalla & Co.

Chartered Accountants

Firm''s Registration No. 001111N

(Akhil Bhalla)

Partner

Membership No. 505002

UDIN: 25505002BMIMHP5140

Place: New Delhi

Date : September 23,2025

---

Mar 31, 2024

1. We were engaged to audit the accompanying standalone financial statements of Asian Hotels
(West) Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash
Flow and the Statement of Changes in Equity for the year then ended, and notes to the
standalone financial statements, including a summary of the significant accounting policies
and other explanatory information (hereinafter referred to as the "standalone financial
statements").

2. We do not express an opinion on the accompanying standalone financial statements of the
Company. Because of the significance of the matters described in the Basis for Disclaimer of
Opinion section of our report, we have not been able to obtain sufficient appropriate audit
evidence to provide a basis for an audit opinion on these standalone financial statements.

Basis for Disclaimer of Opinion

3. We draw attention to Note 48 of the standalone financial statements, wherein, we encountered
significant limitations in obtaining and auditing the complete financial information and its
supporting financial documents/records of the Company for the year ended March 31, 2024.
Similar limitation existed in respect of the books of account for the immediately preceding
financial year ended March 31, 2023 and we had expressed a disclaimer of opinion on the
financial statements for such year-end vide our audit report dated October 07, 2024. Such
limitation has not been resolved as on the date of this audit report. These limitations have
significantly restricted our ability to perform the necessary audit procedures to verify the
financial information, its classification, presentation and disclosures in the standalone
financial statements. Consequently, we are not able to confirm the accuracy, completeness,
and validity of the financial transactions and balances recorded in these standalone financial
statements as well as the presentation and disclosures in these standalone financial statements.
As a result of these restrictions, we are unable to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion.

4. We draw attention to Note 49 in the standalone financial statements, wherein, the
Management has stated that they are uncertain if all relevant subsequent events since the
balance sheet date have been duly considered in the preparation of these standalone financial
statements as per Ind AS 10 "Events after the reporting period" for the reasons stated therein.
Since adequate information such as subsequent period books of account, board minutes etc.
have not been provided to us, we are unable to comment on the impact of the non¬
consideration of the subsequent events, if any, on these standalone financial statements.

5. We were appointed as auditors of the Company on February 14, 2024. However, we were not
been invited to participate in the physical verification, if any, of the inventory carried out by
the Company as at March 31, 2024. Further, since the management could not provide us with
supporting records relating to inventories to enable us to perform alternate audit procedures,
we are unable to comment on the existence of inventory of Rs. 169.80 lakhs as at March 31,
2024.

6. The Company has neither maintained proper records showing full particulars including
quantitative details and situation of property, plant and equipment nor provided us with the
physical verification report of property, plant and equipment. Further, the Company has not
provided us with the title deeds of the immovable properties (other than properties where the
Company is the lessee and the lease agreements are duly executed in favour of the lessee) for
verification. Therefore, we are unable to comment on the existence of the property, plant and
equipment balance of Rs. 20,433.85 lakhs as stated in the accompanying standalone financial
statements. Further, the management has not carried out an impairment assessment in respect
of the carrying value of the Company''s property, plant and equipment. Therefore, we are
unable to comment on the carrying value of the Company''s property, plant and equipment in
the absence of the impairment assessment.

7. During the year, the Company has recognized an interest expense of Rs. 2,200 lakhs and
Interest Income of Rs. 345.81 lakhs pertaining to Novak Hotels Private Limited. We have not
been provided with the necessary information in respect of the same. Therefore, we are unable
to comment on their recognition in the statement of profit and loss.

Emphasis of Matter

8. We draw attention to Note 47 in the standalone financial statements, which states regarding
the initiation of Corporate Insolvency Resolution Proceedings (CIRP) and the subsequent
resolution of the same in January 2024. Consequent to such resolution, these financial
statements have been prepared by the management on a going concern basis.

Responsibilities of Management and Those Charged with Governance for the Standalone

Financial Statements

9. The accompanying standalone financial statements have been approved by the Company''s
Board of Directors. The Company''s Board of Directors are responsible for the matters stated
in section 134(5) of the Act with respect to the preparation and presentation of these
standalone financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, changes in equity and cash flows of the
Company in accordance with the Ind AS specified under section 133 of the Act and other
accounting principles generally accepted in India. 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.

10. In preparing the standalone financial statements, the 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 intend to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

11. Those Board of Directors are also responsible for overseeing the Company''s financial
reporting process.

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

12. Our responsibility is to conduct an audit of the standalone financial statements in accordance
with Standards on Auditing and to issue an auditor''s report. However, because of the matters
described in the Basis for Disclaimer of Opinion section of our report, we were not able to
obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these
standalone financial statements.

We are independent of the Company in accordance with the ethical requirements in
accordance with the requirements of the Code of Ethics issued by ICAI and the ethical
requirements as prescribed under the laws and regulations applicable to the Company.

Report on Other Legal and Regulatory Requirements

13. 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 I,
a statement on the matters specified in paragraphs 3 and 4 of 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.

14. As required by section 143(3) of the Act based on our audit, we report, to the extent applicable,
that:

a) We sought and as described in the Basis for Disclaimer of Opinion paragraph, were
unable to obtain all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit of the accompanying
standalone financial statements;

b) Due to the effects of the matter described in the Basis for Disclaimer of Opinion section of
our report, whose financial effects are not quantifiable, we are unable to state whether
proper books of account as required by law have been kept by the Company;

c) Except for the effects of the matter described in the Basis for Disclaimer of Opinion section
of our report, the accompanying standalone financial statements dealt with by this Report
are in agreement with the books of account, to the extent maintained and provided to us
for the purposes of the audit;

d) Due to the effects of the matter described in the Basis for Disclaimer of Opinion section of
our report, whose financial effects are not quantifiable, we are unable to state whether the
aforesaid standalone financial statements comply with with Ind AS specified under
section 133 of the Act.;

e) The matter described in the Basis for Disclaimer of Opinion paragraph above, in our
opinion, may have an adverse effect on the functioning of the Company;

f) In the absence of written representation from all the directors and taken on record by the
Board of Directors, we are unable to comment on disqualification of directors as on March
31, 2024 in terms of section 164 (2) of the Act;

g) The reservation relating to the maintenance of accounts and other matters connected
therewith are as stated in the Basis for Disclaimer of section of our report;

h) With respect to the other matters to be included in the Auditor''s report in accordance
with the requirements of section 197(16) of the Act, as amended:

To the best of our information and according to the explanations given to us, the Company
has not paid any managerial remuneration to its directors during the year and accordingly
provisions of the Section 197 of the Act are not applicable to the Company.

i) With respect to the adequacy of the internal financial controls with reference to standalone
financial statements of the Company as on March 31, 2024 and the operating effectiveness
of such controls, refer to our separate Report in Annexure II wherein we have provided
Disclaimer of Opinion; and

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

i. Due to the effects of the matter described in the Basis for Disclaimer of Opinion
section of our report, we are unable to state whether the Company has disclosed the
impact of pending litigations on its financial position in its standalone financial
statements;

ii. Due to the effects of the matter described in the Basis for Disclaimer of Opinion
section of our report, we are unable to state whether the Company has made
provision for material foreseeable losses, if any, on long-term contracts including
derivative contracts. as at March 31, 2024;

iii. The Company was required to transfer a sum of Rs. 9.08 lakhs of unpaid/ unclaimed
dividends to account of Investor Education and Protection Fund, however, the same
has not been transferred.

iv. (a) The management of the Company has represented that, to the best of its knowledge

and belief, as disclosed in note 46(h)(i) to the standalone financial statements, no
funds have been advanced or loaned or invested (either from borrowed funds or
securities premium or any other sources or kind of funds) by the Company to or in
any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the
understanding, whether recorded in writing or otherwise, that the intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (''the Ultimate
Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate
Beneficiaries;

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

(c) Due to the effects of the matter described in the Basis for Disclaimer of Opinion
paragraph, we are unable to comment on whether the management representations
under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

vi. The Company has used tally accounting software for maintaining its books of account
for the financial year 2023-24. The audit trail feature of this software did not operate
throughout the year.

For J. C. Bhalla & Co.

Chartered Accountants

Firm Registration No. 001111N

Akhil Bhalla

Partner

Membership No: 505002

UDIN: 24505002BKBYSW7526

Place: New Delhi

Date : October 07, 2024

---

Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT

To the Members of Asian Hotels (West) Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Asian Hotels (West) Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with [the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as amended) specified under section 133 of the Act, read with the Companies (Accounts) Rules, 2014 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 26, 2017 and May 24, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of 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 Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2018, and 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 over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our 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 32 B to the standalone Ind AS financial statements;

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

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

Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Asian Hotels (West) Limited (the Company)

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

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

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company. As explained to us, the title deeds of land have been given as security (mortgage and charge) against the term loan taken from banks and therefore the same could not be made available to us for verification.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) a) The Company has granted interest free unsecured loan to its subsidiary company (i.e. Aria Hotels and Consultancy Services

Private Limited where it has substantial interest) covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanation given to us, the terms and conditions of the loan are not prima facie prejudicial to the Company’s interest.

b) The Company has granted loans that are re-payable on demand to its subsidiary company covered in the register maintained under section 189 of the Companies Act, 2013. We are informed that the company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the subsidiary company to whom the money has been lent.

c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products/services of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute	Nature of the dues	Amount (Rs. In Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Maharashtra Value Added Tax Act, 2002	VAT Assessment demand	87.13	FY 2011-12	Joint Commissioner of Sales Tax (Appeal)
Maharashtra Value Added Tax Act, 2002	VAT Assessment demand	55.40	FY 2012-13	Joint Commissioner of Sales Tax (Appeal)
Maharashtra Value Added Tax Act, 2002	VAT Assessment demand	12.22	FY 2013-14	Deputy Commissioner of Sales Tax
Finance Act, 1994	Denial of Cenvat Credit due to incorrect classification.	515.51	FY 2007-08 to 2011-12	Commissioner of Service Tax, Mumbai -1
Finance Act, 1994	Demand for Refund of service tax	55.56	September 2002 to September 2006	Commissioner (Appeal)-II Mumbai
The Custom Act, 1962 (Foreign Trade Policy 2009-2014)	Denial of duty credit entitlement under the SFIS Scheme	1200.21	FY 2009-10 to 2015-16	Hon’ble High Court of Delhi

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institution or bank. The Company did not have any outstanding dues in respect of government or debentures during the year.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of intial public offer/further public offer/debt instruments. Further, in our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loan for the purposes for which they were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no material fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ASIAN HOTELS (WEST) LIMITED.

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

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

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For S.R. Batliboi & CO. LLP

Chartered Accountants ICAI

Firm Registration Number: 301003E/E300005

per Atul Seksaria

Partner

Membership Number: 086370

Place of Signature: New Delhi

Date: May 30, 2018

---

Mar 31, 2017

To the Members of Asian Hotels (West) Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Asian Hotels (West) Limited (“the Company”), which comprise the balance sheet as at March 31, 2017, 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 Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016.

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.

Auditor’s Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“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.

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016;

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 “Annexure B”.

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

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 26 to the standalone financial statements.

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

iii. There were no amounts which were required to transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in note 47 to these financial statements as to the holding of Specified Bank Notes on 8 November, 2016 and 30 December, 2016 as well as dealing in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on audit procedure and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the management.

Annexure A to the Independent Auditor’s Report to the members of Asian Hotels (West) Limited dated May 26, 2017.

Report on the matters specified in paragraph 3 of the Companies (Auditor’s Report) Order, 2016 (“the Order’) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (“the Act”) as referred to in paragraph 1 of ‘Report on Other Legal and Regulatory Requirements’ section.

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

(b) The fixed assets have been physically verified by the management during the year, the frequency of which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company.

ii. The Management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

iii. (a) The Company has granted interest free unsecured loans to its subsidiary company Aria Hotels & Consultancy Services Private

Limited, covered in the register maintained under Section 189 of the Act.

(b) The terms and conditions of the grant of such loans are not prejudicial to the Company’s interest;

( c) The loan given is repayable on demand and hence there is no overdue amount as on the date and the relevant reporting is not applicable.

iv. In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Act, as applicable, in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Act and the Rules framed there under.

vi. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 148 of the Act for the Company’s activities. Hence, the provisions of clause 3(vi) of the Order are not applicable to the Company.

vii. a. According to the records of the Company examined by us and the information and explanations given to us, the Company has generally deposited its statutory dues including Employees’ Provident Fund, Employees’ State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues, as applicable, within the prescribed time with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at March 31, 2017 for a period of more than six months from the date they became payable.

b. According to the records of the Company, the details of dues of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty and Value added tax which have not been deposited on account of any dispute and the forum where the dispute is pending, are as follows :

Name of the statue	Period for which the amount relates (Financial year)	Nature of dues	Forum where the dispute is pending	Amount (Rupees in lacs)
Maharashtra Value Added Tax Act, 2002	2010-11	VAT assessment demand	Joint Commissioner of Sales Tax (Appeal)	244.70
Maharashtra Value Added Tax Act, 2002	2011-12	VAT assessment demand	Joint Commissioner of Sales Tax (Appeal)	87.13
Maharashtra Value Added Tax Act, 2002	2012-13	VAT assessment demand	Joint Commissioner of Sales Tax (Appeal)	55.40
Finance Act, 1994	2007-08 to 2011-12	Service tax demand	Commissioner of Service Tax, Mumbai-1	515.51

viii. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any money way of initial public offer / further public offer. Further, term loans taken during the year were applied for the purpose for which the loans were obtained.

x. In our opinion, and according to the information and explanations given to us, we report that no fraud by the company or on the company by the officers and employees of the Company has been noticed or reported during the year.

xi. In our opinion, and according to the information and explanations given to us, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

xiii. In our opinion, and according to the information and explanations given to us during the course of audit, transactions with the related parties are in compliance with section 177 and section 188 of the Act and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and on an overall examination of the books of account, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence not commented upon.

xv. In our opinion, and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Annexure B to the Independent Auditor’s Report to the Members of Asian Hotels (West) Limited on its standalone financial statements

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act as referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial reporting of the Company as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit.

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For S.S.KOTHARI MEHTA & Co.

Chartered Accountants

Firm’s Registration No. 000756N

Sunil Wahal

Partner

Membership No. 087294

Place: New Delhi

Date: May 26, 2017

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of Asian Hotels (West) Limited ("the Company") which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

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

i) The Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 25 read with Note 31 to the financial statements;

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

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

Annexure referred to in paragraph 1 of 'Report on Other Legal and Regulatory Requirements' of the Independent Auditors' Report of even date to the members of Asian Hotels (West) Limited on its financial statements as of and for the year ended March 31, 2015

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

(b) The Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets over a period of time, which in our opinion is reasonable having regard to the size of the Company and nature of its business. In accordance with this programme, the management had carried out a physical verification of some of its fixed assets during the year and the discrepancies noted on such verification were not material and have been suitably dealt with in the books.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, clauses 3(iii) (a) & (b) of the Order are not applicable.

(iv) According to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sales of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instance of continuing failure to correct any major weakness in the aforesaid internal control systems.

(v) The Company has not accepted any deposits in terms of the provisions of section 73 to 76 of the Act and/or as per directives issued by the Reserve Bank of India or any other relevant provisions of the Act and the Rules framed there under.

(vi) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 148 of the Act for the Company's activities. Hence, the provisions of clause 3(vi) of the Order are not applicable to the Company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues, as applicable, during the year with the appropriate authorities.There are no such dues outstanding at the yearend for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues in respect of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of any dispute.

(c) The Company does not have any amount which is required to be transferred to Investor Education and Protection Fund in accordance with relevant provisions of the Companies Act, 1956 ( 1 of 1956) and Rules made thereunder.

(viii) The Company does not have accumulated losses as at the close 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.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks. The Company does not have any outstanding debentures.

(x) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, where such end use has been stipulated by the lender(s).

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management.

For S. S. KOTHARI MEHTA & Co. Chartered Accountants FRN - 000756N

ARUN K. TULSIAN Partner Membership No. 89907

Date: May 15, 2015 Place: New Delhi

---

Mar 31, 2014

We have audited the accompanying Financial Statements of Asian Hotels (West) Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act'') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 case of Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 ; and

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

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

i. In respect of its fixed assets:

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

b. The Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets over a period of time, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management had carried out a physical verification of some of its fixed assets during the year and the discrepancies noted on such verification were not material and have been suitably dealt with in the books.

c. No substantial part of the fixed assets was disposed off during the year.

ii. In respect of its inventories:

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

b. In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

iii. The Company has granted unsecured loan to its subsidiary Company Inovoa Hotels & Resorts Limited listed in the register maintained under Section 301 of the Act. The maximum amount involved during the year and year end balance of such loan is Rs. 664.88 lacs & Rs. NIL respectively. Apart from this, there are no other loans granted during the year. The rate of interest and other terms & conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

iv. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii)(e), (f) and (g) of the Order are not applicable to the Company.

v. According to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control systems.

vi. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of

contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under that section have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakh in respect of each party have been entered into during the financial year at prices which are 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 not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975.

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

ix. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for the Company''s activities. Hence, the provisions of clause 4(viii) of the Order are not applicable to the Company.

x. a. According to the records of the Company examined by us and the information and explanations given to us, the Company has

generally deposited its statutory dues including Employees'' Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues within the prescribed time with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at March 31, 2014 for a period of more than six months from the date they became payable.

b. We are informed that there are no dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute.

xi. There are no accumulated losses of the Company as at the end of the financial year. There are no cash losses during the financial year and in the immediately preceding financial year.

xii. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xiii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records and making timely entries for all transactions and contracts in shares and other investments. All shares have been held by the Company in its own name.

xvi. According to the information and explanations given to us, the Company has given guarantee for loans taken by its subsidiary companies from banks, the terms & conditions of which are not, prima facie, prejudicial to the interest of the Company.

xvii. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained where such end use has been stipulated by the lender.

xviii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, the funds raised by the Company on short-term basis have, prima facie, not been applied for long-term investments during the year.

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

xx. Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

xxi. The Company has not raised any money by way of public issues during the year.

xxii. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management.

For S.S. KOTHARI MEHTA & CO. Chartered Accountants Firm Registration No. 00756N

ARUN K. TULSIAN Place : New Delhi Partner Dated : May 28, 2014 Membership No.: 89907

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of Asian Hotels (West) Limited (‘the Company''), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary of signifcant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of Statement of Proft and Loss, of the proft for the year ended on that date; and

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

Emphasis of Matter

We draw attention to Note No. 28 of the fnancial statements wherein the Company has obtained shareholders approval, by ways of postal ballot, for payment of remuneration to managerial personnel in the absence of adequate profts, Subsequent thereto, the Company has made application(s) with the Central Government for its approval, which is still awaited. Our opinion is not qualifed in respect of this matter.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors'' Report) Order, 2003 (‘the Order'') issued by the Central Government of India in terms of sub – section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

2) As required by section 227(3) of the Companies Act, 1956, we report that:

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

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

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

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

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

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

i. In respect of its fxed assets:

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

b. The Company has a programme of physically verifying its fxed assets in a phased manner designed to cover all assets over a period of time, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management had carried out a physical verifcation of some of its fxed assets during the year and the discrepancies noted on such verifcation were not material and have been suitably dealt with in the books.

c. No substantial part of the fxed assets was disposed off during the year. ii. In respect of its inventories:

a. As explained to us, all inventories have been physically verifed during the year by the Management at reasonable intervals.

b. In our opinion, the procedures of physical verifcation of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

iii. The Company has granted unsecured loan to its subsidiary Company Inovoa Hotels & Resorts Limited listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and year end balance of such loan is Rs 464.88 lacs. Apart from this, there are no other loans granted during the year. The rate of interest and other terms & conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

iv. The Company has not taken any loans, secured or unsecured, from companies, frms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e), (f) and (g) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control systems.

vi. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under that section have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees fve lakh in respect of each party have been entered into during the fnancial year at prices which are 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 not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

ix. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the Company''s activities. Hence, the provisions of clause 4(viii) of the Order are not applicable to the Company.

x. a. According to the records of the Company examined by us and the information and explanations given to us, the Company has generally deposited its statutory dues including Employees'' Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues within the prescribed time with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

b. We are informed that there are no dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute.

xi. There are no accumulated losses of the Company as at the end of the fnancial year. There are no cash losses during the fnancial year and in the immediately preceding fnancial year.

xii. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to fnancial institutions, banks or debenture holders.

xiii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual beneft fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records and making timely entries for all transactions and contracts in shares and other investments. All shares have been held by the Company in its own name.

xvi. According to the information and explanations given to us, the Company has given guarantee for loans taken by its subsidiary companies from banks, the terms & conditions of which are not, prima facie, prejudicial to the interest of the Company.

xvii. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained where such end use has been stipulated by the lender.

xviii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis, have prima facie, not been utilised for long term investment.

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

xx. Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

xxi. The Company has not raised any money by way of public issues during the year.

xxii. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management.

For S.S. KOThARI MEhTA & CO.

Chartered Accountants

Firm Registration No. 00756N

ARUN K. TULSIAN

Place : New Delhi Partner

Dated : May 28, 2013 Membership No.: 89907

---

Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditors' Report) (Amendment) Order, 2004 (Collectively the Order) issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 appears from our examination of those books;

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

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

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

i. In respect of its fixed assets:

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

b. The Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets over a period of time, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management had carried out a physical verification of some of its fixed assets during the year and the discrepancies noted on such verification were not material and have been suitably dealt with in the books.

c. No substantial part of the fixed assets was disposed off during the year.

ii. In respect of its inventories:

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

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

iii. The Company has granted unsecured loan to its subsidiary company Inovoa Hotels & Resorts Limited listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and year end balance of such loan is Rs. 3500 lacs and Rs. NIL respectively. Apart from this, there are no other loans granted during the year. The rate of interest and other terms & conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

iv. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e), (f) and (g) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control systems.

vi. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts

or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakh in respect of each party have been entered into during the financial year at prices which are 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 not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

ix. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-Section (1) of Section 209 of the Companies Act, 1956 for the Company's activities. Hence, the provisions of clause 4(viii) of the Order are not applicable to the Company.

x. a. According to the records of the Company examined by us and the information and explanations given to us, the Company has

generally deposited its statutory dues including Employees' Provident Fund, Employees' State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues within the prescribed time with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

b. We are informed that there are no dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute.

xi. There are no accumulated losses of the Company as at the end of the financial year. There are no cash losses during the financial year and in the immediately preceding financial year.

xii. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

xiii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records and making timely entries for all transactions and contracts in shares and other investments. All shares have been held by the Company in its own name.

xvi. According to the information and explanations given to us, the Company has given guarantee for loans taken by its subsidiary Companies from banks. The terms & conditions of which are not, prima facie, prejudicial to the interest of the Company.

xvii. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained where such end use has been stipulated by the lender.

xviii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis, have prima facie, not been utilised for long term investment.

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

xx. Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

xxi. The Company has not raised any money by way of public issues during the year.

xxii. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor we have been informed of such case by the management.

For S.S. KOTHARI MEHTA & CO.

Chartered Accountants

Firm Registration No. 00756N

ARUN K. TULSIAN

Place : New Delhi Partner

Dated : 3rd August, 2012 Membership No.: 89907

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Asian Hotels (West) Limited (Formerly Chillwinds Hotels Limited), as at 31 March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (Collectively the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

f) Without qualifying our opinion, attention is invited to Note 17 of Schedule 16, wherein the Company has applied to the Ministry of Corporate Affairs, Government of India under section 211 (4) of the Companies Act, 1956 for getting exemption with regard to disclosures in respect of quantitative details of turnover, opening and closing stock, purchases, production and consumption of raw material. The final approval is awaited pending which the said disclosures are not being furnished.

g) Without qualifying our opinion, we invite reference to Note 3 of schedule 16 regarding treatment of excess of assets over liabilities, and consideration payable in the form of equity shares, as general reserves, has been carried out pursuant to the Scheme of Arrangement and Demerger sanctioned by the Honble High Court of Delhi, New Delhi, implementation whereof is binding on the Company though strictly not in line with generally accepted accounting practices and the Accounting Standards issued by the Institute of Chartered Accountants of India.

h) Read with the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon 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 Balance Sheet, of the state of affairs of the Company as at 31 March, 2010;

ii. In the case of Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

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

i. In respect of its fixed assets:

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

b. The Company has a programme of physically verifying its fixed assets in a phased manner designed to cover all assets, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. In accordance with this programme, the Management had carried out a physical verification some of its fixed assets during the year and the discrepancies noted on such verification were not material and have been suitably dealt with in the books.

c. No substantial part of the fixed assets was disposed off during the year ii. In respect of its inventories:

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

b. In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

iii. The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control systems

v. Based on our examination of the books of account and related records and according to the information and explanations provided to us, there are no contracts or arrangements with companies, firms or other parties which need to be listed in the register maintained under Section 301 of the Companies Act, 1956.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

viii. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the Companys activities. Hence, the provisions of clause 4(viii) of the Order are not applicable to the Company.

ix. a. According to the records of the Company examined by us and the information and explanations given to us, the Company has generally deposited its statutory dues including Employees Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues within the prescribed time with the appropriate authorities during the year and there are no undisputed amounts payable in respect of these dues which have remained outstanding as at 31 March, 2010 for a period of more than six months from the date they became payable.

b. We are informed that there are no dues In respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute.

x. Since the Company has been registered for less than five years, reporting on accumulated losses at the end of the year and cash loss is not required.

xi. According to the information and explanations given to us and records of the Company examined by us, the Company has not taken loans from financial institutions or banks.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records and making timely entries for all transactions and contracts in shares and other investments. All shares have been held by the Company in its own name.

xv. The Company has provided security, by way of pledge of its investments and pari passu charge on its immovable properties, to the lenders who have advanced loans to the Subsidiary Company. The terms and conditions of the security provided do not seen to be, prima facie, prejudicial to the interest of the Company owing to the Companys long term involvement with its Subsidiary Company.

xvi. The Company has not taken any term loans during the year.

xvii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima facie, not been utilised for long term investment.

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

xbt. According to the information and explanations given to us, the Company has not issued any debentures nor has any outstanding debentures.

xx. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year.

xxi. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been Informed of such case by the management.

For S.S. KOTHARI MEHTA & CO.

Chartered Accountants

Firm Registration No. 00756N

ARUN K. TULSIAN

Place : New Delhi Partner

Dated : 21st May, 2010 Membership No.: 89907

---

Jun 30, 2009

We have audited the attached Balance Sheet of ASIAN HOTELS LIMITED as at 30th September, 2009, the Profit and Loss Account and also the Cash Flow Statement for the eighteen months period ended on that date and annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub - section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

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

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

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

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956; (v) We draw attention to Note 16 in Schedule 21 of the Notes annexed to the Accounts regarding the investment in Regency Convention Centre and Hotels Limited (a subsidiary company) amounting to Rs.2579.01 Lakhs and other receivables amounting to Rs. 389.82 Lakhs relating thereto. As elucidated in the said note, considering that the value of the investments cannot be reasonably ascertained at present, resultantly, no provision for impairment has been made in the said financial statements.

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2009;

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

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

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

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

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

1. c. During the period, the Company has not disposed off substantial part of the fixed assets. Based on the information and explanation

given by the management and on the basis of audit procedures performed by us, we are of the opinion that the sale of fixed assets, if any, has not affected the going concern status of the Company.

2. a. The stocks of stores, provisions, beverages, crockery etc., have been physically verified during the period by the management. In ouropinion, the frequency of verification is reasonable. 2. b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

2. c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and

book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As informed to us, the Company has not taken / granted any loan, secured or unsecured, from / to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchase of stores, provisions, beverages, crockery etc., plant and machinery, equipment and other assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weakness in internal control systems.

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are

of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

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

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

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

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

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

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

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

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

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

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

13. In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society, hence the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

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

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

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

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

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

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

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

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

For MOHINDER PURI & COMPANY

Chartered Accountants

Place : New Delhi VIKAS VIG

Date : 25th November, 2009 Partner

Membership No.: 16920