1.  We have audited the attached Balance Sheet of International Travel
 House Limited (''the Company'') as at 31st March, 2011 and also the
 Profit and Loss Account 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 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 (as
 amended) 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 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
 Companies Act, 1956;
 
 v) On the basis of the 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;
 
 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 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 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 our report of even date Re:
 International Travel House Limited (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) Fixed Assets have been physically verified by the management during
 the year and no material discrepancies were identified on such
 verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) The Company does not have inventory, hence provisions of Clause
 4(ii)(a), (b) and (c) of the Companies (Auditor''s Report) Order, 2003
 are not applicable in case of the Company.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured
 to companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.  Therefore, the
 provisions of Clause 4(iii) (b), (c) and (d) of the Companies
 (Auditor''s Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 (b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.  Therefore, the
 provisions of Clause 4(iii) (f) and (g) of the Companies (Auditor''s
 Report) Order, 2003 (as amended) are not applicable to the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of fixed assets and for the sale of services.  Due to the
 nature of its business, the Company does not have purchase of inventory
 or sale of goods.  During the course of our audit, no major weakness
 has been noticed in the internal control system in respect of these
 areas. During the course of our audit, we have not observed any
 continuing failure to correct major weakness in internal control system
 of the Company.
 
 (v) Based on the audit procedure applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that there are no transactions that need to be entered into
 register maintained under Section 301 of the Companies Act, 1956.
 Therefore, the provisions of clause 4(v)(a) and (b) of the Companies
 (Auditor''s Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, 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 products of the Company.
 
 (ix) (a) 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, custom duty, service tax, cess and
 other material statutory dues applicable to it. The provisions relating
 to excise duty are not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under Section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity of otherwise of
 the Company in depositing the same.
 
 (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, service tax, custom duty, sales-tax, cess and other
 material undisputed statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 The provisions relating to excise duty are not applicable to the
 Company.
 
 (c) According to the information and explanations given to us, the dues
 outstanding of income tax and service tax, which have not been
 deposited on account of any dispute are as follows:
 
 Name of the  Nature of Dues  Amount (Rs.)  Period to which Forum where
                                                            dispute
 Statute                                    the amount
                                            relates         is pending
 
 Finance Act, Service tax 
              demand          Rs.
                              1,49,63,392/- April, 2004 to  CESTAT
 1994         on various 
              income                        September, 2008
 
 Finance Act, Service tax
              demand          Rs.1,12,066/- April, 2004 to  CESTAT
 1994         on various 
              income                        March, 2008
 
 Finance Act, Service tax 
              demand          Rs.11,000/-   April, 2008 to  Commissioner
                                                            Service
 1994         on various
              income                        March, 2009     Tax (Appeals)
 
 Income Tax   Income tax 
              demand on       Rs.1,78,494/- Assessment      Commissioner
                                                            of Income
 Act, 1961    various 
              disallowances                 Year 2000-01    Tax (Appeals)
                                                            New Delhi
 
 Income Tax   Income tax 
              demand          Rs.
                              1,54,06,435/- 
                              (Rs.
                              1,54,06,435/- Assessment      Commissioner
                                                            of
 Act, 1961    on various      has been 
                              deposited 
                              under         Year            Income Tax
                                                            (Appeals),
              disallowances   protest, 
                              pending 
                              assessment)   2006-07         New Delhi
 
 Income Tax   Income tax 
              demand          Rs.9,41,243/- 
                             (Rs.9,41,243/- 
                              has           Assessment      Commissioner
                                                            of
 Act, 1961    on various      been 
                              deposited 
                              under protest, Year           Income Tax
                                                           (Appeals),
              disallowances   pending 
                              assessment)   2008-09         New Delhi
 
 There are no dues outstanding of wealth tax, custom duty, cess and duty
 which have not been deposited on account of any dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) 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 any bank. The Company
 has no outstanding dues in respect of a financial institution or
 debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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 provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 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. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) 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 bank
 or financial institutions.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (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
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised money by public issues during the year.
 
 (xxi) 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 course of our audit.
 
                                       for S R Batliboi & Associates
 
                                   Firm''s Registration No. : 101049W
 
                                               Chartered Accountants
 
                                                    per Yogesh Midha
 
 Place : Gurgaon                                             Partner
 
 Date : 2nd May, 2011                           Membership No. 94941