1.  We have audited the attached balance sheet of Howard Hotels Limited
 as at 31st March, 2012, the profit & 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 company''s
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on 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 (Auditor''s Report) order, 2003
 issued by 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 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 purpose 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 appears from our examination of
 those books ;
 
 iii) The balance sheet, profit & 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 & loss account and cash
 flow statement dealt with this report comply with the accounting
 standards referred in section 211(3C) of the Companies Act, 1956 ;
 
 v) On the basis of the 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 ;
 
 vi) In our opinion, and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with accounting principles generally
 accepted in India:
 
 a) In the case of Balance Sheet, of the state of affairs of the company
 as at 31st March, 2012;
 
 b) In the case of Profit & Loss Account, of the Profit of the company
 for the year ended on that date and
 
 c) In the case of Cash Flow Statement, of the cash flow of the company
 for the year ended on that date.
 
 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. No material discrepancies were noticed on such
 verification.
 
 (c) During the year, the company has not disposed off substantial /
 major part of fixed assets.
 
 ii) a) As explained to us, the Inventory has been physically verified
 during the year by the management. In our opinion, the frequency of
 verification is reasonable.
 
 b) 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) According to the information & explanation given to us, we are of
 the opinion that the company is maintaining proper records of
 inventory. As per records and information made available the
 discrepancies noticed on verification between the physical stocks and
 the book records were not material and have been properly dealt with in
 the books of accounts.
 
 iii) a) According to the information and explanations given to us, the
 company has not granted any loan to parties covered in the register
 maintained under section 301 of the Companies Act, 1956. Accordingly,
 the clauses 4 (iii) (a) to (d) of the order are not applicable.
 
 b) According to the information and explanations given to us, the
 company had taken unsecured loan from three parties covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year was Rs. 150 lacs and the
 year-end balance of loans taken from such parties was Nil.
 
 c) According to the information and explanations given to us, in our
 opinion, the rate of interest and other terms and conditions on which
 unsecured loans have been taken from companies, firms or other parties
 listed in the register maintained under section 301 of the Companies
 Act, 1956 are not, prima facie, prejudicial to the interest of the
 Company.
 
 d) According to the information and explanation given to us, the
 payment of principal and interest are regular or as stipulated.
 
 iv) In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and nature of its business
 with regard to purchases of inventory and fixed assets, and with regard
 to the sale of goods and services. During the course of our audit, no
 major weakness has been notices in the internal controls.
 
 v) a) According to the information and explanations given to us, we are
 of the opinion that the particulars of contracts or arrangements
 referred to in section 301 of the companies Act, 1956 have been entered
 into the register maintained under section 301 of the Companies Act,
 1956 ; and
 
 b) In our opinion and according to the information and explanations
 given to us, the company has not made any transactions exceeding rupees
 five lacs in pursuance of contracts or arrangements referred to in
 section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (v)
 (b) of the order are not applicable
 
 vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits from public to
 which provisions of sections 58A and 58AA of the Companies Act, 1956
 and the Companies (Acceptance of Deposits) Rules, 1975 apply. No order
 has been passed by the Company Law Board or National Company Law
 Tribunal or 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 and nature of its business.
 
 viii) According to the information and explanations given to us the
 Rules made by the Central Government for the maintenance of cost
 records under section 209(1) (d) of the Companies, 1956 are not
 applicable to the company.
 
 ix) a) According to the information and explanations given to us and
 according to the books and records produced before us, the company is
 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 material
 statutory dues applicable to it.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance income tax,
 wealth tax, sales tax, service tax, customs duty, excise duty and cess
 and other material statutory dues applicable to it were in arrears, as
 at 31st March, 2012 for a period of more than six months from the date
 they become payable.
 
 c) According to the information and explanations given to us, and the
 records of the company examined by us, dues of sales tax, income tax,
 customs duty, wealth tax, service tax, excise duty and cess, which have
 not been deposited on account of disputes and the forum where the
 disputes are pending as under:
 
 Name of the 
 Statue         Nature of 
                Dues         Amount 
                            (Rs in     Period to which   Forum where
                             Lacs.)    amount relates    disputes pending
 
 UP Vat Act     Vat Demand   3.09 Lacs 2007-2008         Additional
                                                         Commissioner
                                                        (Appeal)
 
 x) In our opinion, the company does not have any accumulated losses.
 The Company has not incurred cash losses during the financial year
 covered by our audit and in the immediately preceding financial year.
 
 xi) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to a
 financial institution, bank or debenture holders.
 
 xii) 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.
 
 xiii) In our opinion, the company is not a chit fund or a Nidhi /
 mutual benefit fund / society. Therefore, the provision of clause 4
 (xiii) of the Companies (Auditor''s Report) order, 2003 are not
 applicable to the company.
 
 xiv) In our opinion and according to the information and explanations
 given to us , the company is not dealing in or trading in shares,
 securities, debentures and other investments, Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report)
 order, 2003 are not applicable to the company.
 
 xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 xvi) In our opinion, and according to the information and explanations
 given to us, the company has not taken any term loans during the year.
 
 xvii) According to the Cash Flow Statement and records examined by us
 and according to the information and explanation given to us, on
 overall basis, funds raised on short term basis have, prima facie, not
 been used during the year for long-term investment.
 
 xviii) According to the information & explanations given to us, the
 company has made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Companies Act. In our opinion, the price at which shares have been
 issued is not prejudicial to the interest of the company.
 
 xix) According to the information and explanations given to us, the
 company had not issued any debentures during the year.
 
 xx) According to the information and explanations given to us, the
 company had not raised any money by public issue during the year.
 
 xxi) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
 
                                           For P.C. BINDAL & CO.
 
                                           Chartered Accountants 
 
                                           FRN. No. 003824N 
 
                                                  Sd/-
 
                                           (CA K. C. Gupta)
 
 PLACE: Agra (U.P.)                              Partner
 
 DATED: August 2, 2012                         M.No.088638