1.  We have audited the attached Balance Sheet of GRAVISS HOSPITALITY
 LIMITED as at 31st March, 2011 and also the Profit and Loss Account and
 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 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.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 and
 read together with the Companies (Auditors Report) Amendment Order,
 2004 (hereinafter referred to as the Order) 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.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) We have obtained all the information and explanations which to the
 best of our knowledge and belief, were necessary for the 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 Companys 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, to the extent applicable;
 
 (e) On the basis of written representations received from the Directors
 as on 31st March, 2011 and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March
 2011 from being appointed as 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 with the
 Significant Accounting Policies and other 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 the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011,
 
 (ii) In the case of the Profit and Loss Account, of the profit for the
 year ended on that date, and
 
 (iii) In the case of the Cash Flow Statement of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditors Report
 
 Annexure referred to in paragraph 3 of Auditors Report to the
 Shareholders of Graviss Hospitality Limited on the Accounts for the
 year ended 31st March, 2011.
 
 (i) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of Fixed
 Assets.
 
 (b) As explained to us, physical verification of high value fixed
 assets was carried out by an external agency during the year. As
 certified by the said agency there were no material discrepancies
 noticed on such verification.
 
 (c) Since there is no disposal of a substantial part of fixed assets
 during the year, the preparation of financial statements on a going
 concern basis is not affected on this account.
 
 (ii) (a) As explained to us, the inventories were physically verified
 during the year by the management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company is maintaining proper records of inventories
 and no material discrepancies were noticed on physical verification as
 compared to the record of inventories.
 
 (iii) (a) The company has granted interest free unsecured loans to two
 companies (wholly owned subsidiary companies), covered in the register
 maintained under Section 301 of the Companies Act, 1956. The said loans
 are repayable on demand. (Attention is also invited to Note 23 to the
 accounts). Considering the long term interest of the company in the
 subsidiaries, the terms and conditions of the loans are not prima facie
 prejudicial to the interest of the company. The maximum amount involved
 during the year was Rs.9570.9 lacs and the year end balance is Rs.
 9570.9 lacs.
 
 (b) The company has not taken any unsecured loans from any of the
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventories and fixed assets and for the
 sale of goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in the
 internal control system.
 
 (v) (a) Based on the audit procedures applied by us, to the best of our
 knowledge and belief and according to the information and explanations
 given to us, particulars of contracts or arrangements referred to in
 Section 301 of the Companies Act, 1956, have been entered in the
 register required to be maintained under that Section.
 
 (b) According to the information and explanations given to us, the
 transactions made in pursuance of such contracts or arrangements
 exceeding the value of rupees five lakhs in respect of any party in the
 financial year, have been made at reasonable prices as prevailing
 market prices at the relevant time were not available.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted deposits from the public
 during the year.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and nature of the Companys business.
 
 (viii) According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 Section 209(1)(d) of the Companies Act, 1956 for any of the products of
 the Company.
 
 (ix) (a) According to the records maintained by the company, 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, sales tax,
 wealth tax, service tax, custom duty, excise duty, cess and other
 statutory dues.
 
 According to the information and explanations given to us, no
 undisputed amounts in respect of the aforesaid statutory dues were in
 arrears, as at 31st March, 2011, for a period of more than six months
 from the date they became payable.
 
 (b) According to the information and explanations given to us and the
 records of the company, there are no dues of sales tax / income tax /
 customs duty / wealth tax / service tax / excise duty / cess, which
 have not been deposited on account of any dispute.
 
 (x) The company does not have any accumulated losses at the end of the
 financial year. The company has not incurred any cash losses during the
 financial year covered by our audit and in the immediately preceding
 financial year.
 
 (xi) On the basis of verification of records and according to the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to Financial Institutions / Banks or 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
 securities.
 
 (xiii) The Company is not a chit fund or a nidhi or a mutual benefit
 society. Therefore the provisions of sub para (xiii) of para 4 of the
 Order are not applicable to the Company.
 
 (xiv) In respect of shares, securities and other investments dealt in
 or traded by the Company, proper records have been maintained of the
 transactions and contracts and timely entries have been made therein.
 All the investments are held by the Company in its own name except to
 the extent of the exemption granted under section 49 of the Companies
 Act, 1956.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for any loans taken by others from
 any bank or financial institution.
 
 (xvi) In our opinion, the term loans taken during the year have, prima
 facie, been applied for the purpose for which they were raised.
 
 (xvii) According to the information and explanations given to us, based
 on an overall examination of the balance sheet of the Company, related
 information made available to us and as represented to us by the
 Management, funds raised on short term basis, prima facie, have not
 been used during the year for long term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year to parties and companies covered in the register
 maintained under section 301 of the Companies Act, 1956.
 
 (xix) The Company has not issued any debentures during the year and
 therefore the question of creating security or charge in respect
 thereof does not arise.
 
 (xx) The Company has not made any public issue of any securities during
 the year and therefore the question of disclosing the end-use of money
 raised by any public issue does not arise.
 
 (xxi) According to the information and explanations given to us and
 based on audit procedures performed and representations obtained from
 the management, we report that no fraud on or by the company, has been
 noticed or reported during the year under audit.
 
 
                                              For V. SANKAR AIYAR & CO.
                                                  Chartered Accountants 
                                          Firm Registration No. 109208W
 
                                                              G. SANKAR
                                                                Partner 
                                                   Membership No. 46050
 
 Place: Mumbai 
 Dated: 29th April, 2011