1.  We have audited the attached Balance sheet of eiH LiMited (the
 Company”) as at 31st March, 2011, the Profit and Loss Account and also
 the Cash Flow statement 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 the Auditing standards
 generally accepted in india.  those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 Financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the Financial statements.  An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by Management, as well as evaluating the overall Financial statement
 presentation.  We believe that our audit provides a reasonable basis
 for our opinion.
 
 3.  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 (‘the Act), and on the basis of
 such checks as we considered appropriate and according to the
 information and explanations given to us, we enclose in the Annexure a
 statement on the matters specifed in paragraphs 4 and 5 of the said
 order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 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 law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii) the Balance sheet, Profit and Loss Account and Cash Flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv) 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 Act;
 
 v) on the basis of written representations received from the directors
 as on 31st March, 2011 and taken on record by the Board of directors,
 we report that none of the directors is disqualifed as on 31st March,
 2011 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Act;
 
 vi) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read in conjunction
 with schedules 1 to 24 give the information required by the Act in the
 manner so required and give a true and fair view in conformity with the
 accounting principles generally accepted in india;
 
 a) in the case of the Balance sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 b) in the case of the Profit and Loss Account, of the Profit for the year
 ended on that date; and
 
 c) in the case of the Cash Flow statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 (referred to in paragraph 3 of our report of even date)
 
 i (a) the Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) All the assets have not been physically verifed by the Management
 during the year but there is a regular programme of verifcation which,
 in our opinion, is reasonable having regard to the size of the Company
 and the nature of its assets. the discrepancies noticed on such
 verifcation are being reconciled.
 
 (c) the fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company and
 such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 ii (a) As explained to us, inventories has been physically verifed by
 the Management during the year at reasonable intervals. in our opinion,
 the frequency of verifcation is reasonable.
 
 (b) in our opinion and according to the information and explanations
 given to us, the procedures of physical verifcation of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) the Company is maintaining proper records of inventory. the
 discrepancies noticed on verifcation between the physical stocks and
 the book records were not material and have been properly dealt with in
 the books of account.
 
 iii (a) the Company has not granted any loans, secured or unsecured, to
 companies, frms or other parties covered in the register maintained
 under section 301 of the Act.
 
 (b) in view of our comments in paragraph iii (a) above, the provisions
 of Clauses iii (b), iii (c) and iii (d) of paragraph 4 of the aforesaid
 order are not applicable to the Company.
 
 (c) the Company has not taken any loan, secured or unsecured, from
 companies, frms or other parties covered in the register maintained
 under section 301 of the Act.
 
 (d) in view of our comment in paragraph iii (c) above, clauses iii (f)
 and iii (g) of paragraph 4 of the aforesaid order are not applicable to
 the Company.
 
 iv in our opinion and according to the information and explanations
 given to us, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory, fixed assets and with
 regard to the sale of goods and services. during the course of our
 audit, we have not observed any continuing failure to correct major
 weaknesses in the internal control system of the Company.
 
 v on the basis of our examination of the books of account and according
 to the information and explanations given to us, 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 Act have
 been so entered. According to the information and explanations given to
 us, there are no transactions during the year that need to be entered
 into the register maintained under section 301 of the Act and
 therefore, clause v(b) of paragraph 4 of the aforesaid order is not
 applicable to the Company.
 
 vi the Company has not accepted any deposit from the public during the
 year under sections 58A and 58AA of the Act and the Companies
 (Acceptance of deposits) rules, 1975. According to information and
 explanations given to us, no order has been passed by the Company Law
 Board or the National Company Law tribunal or the reserve Bank of india
 or any Court or any other tribunal.
 
 vii in our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 viii the Central Government has not prescribed maintenance of cost
 records under section 209 (1)(d) of the Act for the Company.
 
 ix (a) the Company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees state insurance,
 income tax, value added tax/sales tax, wealth tax, service tax, customs
 duty, excise duty, cess and other material statutory dues applicable to
 it.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.
 
 (b) According to the information and explanations given to us, there
 are no undisputed amount payable in respect of income tax, wealth tax,
 service tax, value added tax/sales tax, customs duty, excise duty and
 cess which were outstanding as at 31st March, 2011 for a period of more
 than six months from the date they became payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of wealth tax, and cess which have not been deposited on
 account of any dispute other than disputed income tax, value added
 tax/sales tax, customs duty, excise duty and service tax as indicated
 below:
 
 Sl.
 No.  Name of the 
      Statute        Nature of      Forum where                 Amount
                     the dues        dispute is             (Rupees in
                                      pending                 Million)
 
 1 income tax Act, 
   1961              i) income  Cit (Appeals) for
                                tax Assessment Years 2007-08 &
                                2008-09                         220.45
                                ITAT, Kolkata for
                                Assessment Years 2002-03,
                                2003-04, 2004-05, 2005-06 &
                                2006-07 370.54
 
                     ii) Fringe Cit(Appeals) for
                                Beneft Assessment Years 
                                2006-07 &
                        tax     2007-08                           2.63
 
                                TOTAL                           593.62
 
 2. income tax Act, 
    1961             tax 
                     deducted   Commissioner of income tax
                     at source (Appeals) for Assessment
                                Years 2005-06 & 2007-08           5.25
 
                                Commissioner of income tax 
                               (Appeals) delhi for 2004-2005 
                                to 2007-2008                      9.37
 
                                TOTAL                            14.62
 
 3.  sales tax 
     Acts of         sales tax  Maharashtra sales tax 
     various states             tribunal, Mumbai for
                                1999-2000 to 2004-05             15.14
 
                                Additional Commissioner
                               (Appellate Board)/tribunal,
                                Kolkata for 2004-05               4.27
 
                                deputy Commissioner,
                                sales tax, Mumbai for 2005-06     3.07
 
                                sr. Jt. Commissioner of
                                sales tax/Additional
                                Commissioner of sales tax
                                for 2005-06 & 2007-08             6.11
 
                                High Court, Chennai for 2005-06   2.58
 
                                TOTAL                            31.17
 
 4.  Customs Act, 
     1962           Custom duty CestAt/tribunal for 2008-09     429.66
 
                                TOTAL                           429.66
 
 5.  Central excise excise duty Customs, excise & service tax 
     Act, 1944                  Appellate tribunal for
                                2002-03 to 2005-06               35.33
 
                                TOTAL                            35.33
 
 6.  service tax    service tax Commissioner of service tax
                                for 2004-05 to 2006-07           30.81
                                CESTAT, delhi for 2004-05 &
                                2005-06                           3.86
 
                                show Cause Notice served, 
                                Appeal is yet to be filed for 
                                2004-05 to 2007-08 and 2009-10   14.33
 
                                Commissioner of Central excise 
                               (Appeals), Cochin for 2004-05 
                                to 2006-07                        1.11
 
                                Appeal is in process of being
                                filed for 2002 to 2006 to
                                Commissioner of Central excise.   0.27
 
                                TOTAL                            50.38
 
 x the Company has no accumulated losses and has not incurred any cash
 loss during the year covered by our report and in the immediately
 preceding financial year.
 
 xi Based on our audit procedures 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 institutions and banks.
 there are no debenture holders.
 
 xii the Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other similar
 securities.
 
 xiii in our opinion, the Company is not a chit fund or a nidhi /mutual
 beneft fund/ society. therefore, the provisions of Clause (xiii) of
 paragraph 4 of the aforesaid order are not applicable to the Company.
 
 xiv in our opinion, the Company is not dealing in or trading in shares,
 securities, debentures and other investments. However, reasonable
 records have been maintained of shares and securities held as
 investments. All the shares and securities held by the Company as
 investments are in its own name. However, the provisions of Clause
 (xiv) of paragraph 4 of the aforesaid order are not applicable to the
 Company.
 
 xv the Company has given guarantees for loans taken by its subsidiaries
 and associate company from banks and financial institutions. According
 to the information and explanations given to us, we are of the opinion
 that the terms and conditions on which the Company has given guarantees
 for loans taken from banks and financial institutions are not,
 prima-facie, prejudicial to the interest of the Company.
 
 xvi According to the information and explanations given to us, the term
 loans raised by the Company have been applied for the purpose for which
 they were raised.
 
 xvii According to the information and explanations given to us and on
 an overall examination of the Balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investments.
 
 xviii According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies/frms covered in the register maintained under section 301
 of the Companies Act, 1956.  Accordingly, the provisions of clause
 (xviii) of paragraph 4 of the aforesaid order are not applicable to the
 Company.
 
 xix the Company has not issued unsecured debentures during the year
 under audit.  Accordingly, the provisions of clause (xix) of paragraph
 4 of the aforesaid order are not applicable to the Company.
 
 xx We have verifed the end use of money raised by the rights issue of
 equity shares as disclosed in Note 3 of Notes to the Accounts (schedule
 24).
 
 xxi during the course of our audit of the books of accounts of the
 Company, we have neither come across any instance of fraud on or by the
 Company nor have we been informed of any such case by the Management.
 
 
 
                                                         For RAY & RAY 
 
                                                 Chartered Accountants
 
                                                          A. K. sharma
 
                                                               Partner
 
 Gurgaon                                       Membership Number 80085
 
 30th May, 2011                     Firms registration Number 301072E