1.  We have audited the attached financial statements of M/s. Oriental
 Hotels Limited (the company) comprising of the Balance Sheet as at 31st
 March 2012, Profit and Loss Statement, the Cash Flow Statement for the
 year ended on that date, annexed thereto, which we have signed under
 reference to this report. 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 (Auditors'' Report) Order, 2003
 issued by the Central Government in terms of sub- section (4A) of
 Section 227 of the Companies Act, 1956 (the Act), 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 purpose of our
 audit.
 
 b) 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, Profit and Loss Statement and the 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 Statement and the
 Cash Flow statement, dealt with by this report comply with the
 accounting standards referred to in subsection (3C) of Section 211 of
 the Act, to the extent applicable.
 
 e) 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 are disqualified as at
 31st March 2012 from being appointed as a Director in the Company in
 terms of clause (g) of subsection (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, they said financial statements read
 together with the notes thereon, in particular Note No. 38 regarding
 exercising of option under Companies (Accounting Standards)(Second
 Amendment) Rules, 2011 relating to Accounting Standard (AS) 11 The
 Effect of changes in Foreign Exchange rates resulting in the profit
 before tax for the year being higher by Rs.1045 lakhs, give the
 information required by the Act, in the manner so required and give a
 true and fair view in conformity with accounting principles generally
 accepted in India:
 
 1) in the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March, 2012;
 
 2) in the case of the Profit and Loss Statement, of the Profit for the
 year ended on that date; and
 
 3) in the case of Cash Flow Statement, of the Cash flows for the year
 ended on that date.
 
 Referred to in paragraph 3 of our report of even date
 
 1.  The company is maintaining proper records, showing full particulars
 including quantitative details and situation of fixed assets. Fixed
 assets have been physically verified by the Management during the year
 based on a phased programme of verifying all the assets over three
 years, which in our opinion is reasonable having regard to the size of
 the company and the nature of its Fixed Assets. The discrepancies
 noticed on such verification were not material and have been properly
 dealt with in the books of account.  There was no substantial disposal
 of fixed assets during the year.
 
 2.  The management has conducted physical verification of inventory at
 reasonable intervals. The procedures of physically 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. The
 company is maintaining proper records of inventory and no material
 discrepancies were noticed on physical verification.
 
 3.  (a) In our opinion and according to the information and
 explanations given to us, the company has not granted any loan, secured
 or unsecured, to companies, firms or other parties covered in the
 register maintained under section 301 of the Act.
 
 (b) In our opinion and according to the information and explanations
 given to us, the company has not taken any loan, secured or unsecured,
 from companies, firms or other parties covered in the register
 maintained under section 301 of the Act.
 
 4.  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 inventory and fixed assets and for sale of goods and
 services. There is no continuing failure to correct major weaknesses in
 internal control system.
 
 5.  In our opinion and according to the information and explanations
 given to us, there are no contracts or arrangements referred to in
 section 301 of the Act that need to be entered into a register in
 pursuance of said section and therefore reporting under clause v (a)
 and v (b) of Paragraph 4 of the Order does not arise.
 
 6.  In our opinion and according to the information and explanations
 given to us, the company has complied with the provisions of Section 58
 A and Section 58 AA or any other relevant provisions of the Act and the
 rules framed there under and the directives issued by the Reserve Bank
 of India, wherever applicable, with regard to deposits accepted from
 the public.
 
 7.  The company has an internal audit system, which in our opinion, is
 commensurate with the size and the nature of its business.
 
 8.  The Central Government has not prescribed the maintenance of cost
 records under Section 209 (1) (d) of the Companies Act, 1956.
 
 9.  According to the information and explanations given to us and on
 the basis of our examination of the books of account, the company has
 been generally regular in depositing undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Luxury Tax, Sales Tax, Wealth
 Tax, Service tax, Customs Duty, Excise Duty and Cess during the year
 with the appropriate authorities. There are no outstanding statutory
 dues as at 31st March 2012 for a period of more than six months from
 the date they became payable.
 
 10.  According to the records of the company and information and
 explanations given to us, in respect of customs duty, wealth tax,
 excise duty and cess, there are no outstanding amounts that have not
 been deposited with the appropriate authorities on account of any
 dispute. The details of disputed income tax, sales tax, luxury tax and
 service tax that have not been deposited with the appropriate
 authorities are as follows:
 
 Nature of Dues                   Amount, Forum where dispute is pending
                                 (Rs. in 
                                  Lakhs) 
 
 Income Tax
 
 Income Tax Demand for 
 the Assessment                  182.37   Income Tax Appellate
                                          Tribunal, Chennai
 
 Years 1998-99, 2003-04, 
 2004-05, 2005-06,                       /Commissioner of Income Tax 
                                         (Appeals) 
 2008-09 and 2009-10
 
 Sales Tax
 
 Sales Tax demands for 
 the Financial                    19.93    Hon''ble High Court of
                                           Madras, Chennai 
 Years, 1992-93to 
 1996-97
 
 Sales Tax demands for 
 the Financial Years              30.76    The Assistant
                                           Commissioner (Commercial
 2004-05 and 2005-06                       Taxes), Chennai
 
 Sales Tax demands 
 for the 
 year 2008-09                     12.07    The Assistant Commissioner
                                          (Commercial
 and 2009-2010                             Taxes), Special Circle,
                                           Thiruvananthapuram
 
 Sales Tax demands 
 for 1990-91 & 1991-92            23.68    Appellate Assistant
                                           Commissioner  Chennai
 
 Luxury Tax
 
 Luxury tax demands 
 for the financial year            1.31    Deputy Commissioner
                                           (Appeals)
 2006-07                                   Ernakulam
 
 Luxury tax demands
 for the  financial               28.19    Hon''ble Kerala High Court,
 years 2004-05 and 
 2005-06                                   Thiruvananthapuram.
 
 Service Tax
 
 Service Tax demands for 
 the financial                    94.21    Commissioner of Central
                                           Excise
 
 years 2003-04 to 
 2009-2010                                (Appeals), Kochi
 
 Service Tax demands 
 for the period                   88.74    Commissioner of Central Excise
 October 2005 to 
 September, 2010                          (Appeals), Mangalore
 
 Service Tax demands 
 for the period June,             38.01    Commissioner of Central
                                           Excise
 2005 to March, 2010                      (Appeals), Madurai
 
 Service Tax demands for 
 the financial year              644.06    Hon''ble High Court
                                           of Madras, Chennai 
 2004-05 to 2010-11
 
 11.  The company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year and in the immediately preceding financial year.
 
 12.  Based on our audit procedures and on the basis of information and
 explanations given by the management, we are of the opinion that the
 company has not defaulted in payment of dues to Banks or financial
 institutions. There are no amounts fall due in respect of debentures.
 
 13.  According to information and explanations given to us, the company
 has not granted loans or advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 14.  The company is not a chit fund / nidhi / mutual benefit fund /
 society.
 
 15.  Based on our examination of records and the information and
 explanations given to us, the company has not dealt / traded in shares,
 securities, debentures and other investments during the year.
 
 16.  In our opinion and according to the information and explanations
 given to us, the company has not given any guarantee for loans taken by
 others from banks or other institutions.
 
 17.  The company has availed term loans from banks during the year
 which have been applied for the purpose for which they were raised.
 
 18.  According to the cash flow statement and other records examined by
 us and the information and explanations given to us, on an overall
 basis, funds raised on short term basis prima face, have not been used
 during the year for long term investment, other than temporary
 deployment pending application.
 
 19.  The company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under Section
 301 of the Act.
 
 20.  According to the information and explanations given to us and the
 records examined by us, securities have been created in respect of
 debentures during the year .
 
 21.  The company has not raised any monies by public issue during the
 year.
 
 22.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the company
 was noticed or reported during the year.
 
 For BRAHMAYYA & CO.,                              For SNB ASSOCIATES
 
 Chartered Accountants                          Chartered Accountants
 
 Firm Registration No: 000511S          Firm Registration No: 015682N
 
 R. NAGENDRA PRASAD                                     S. LAKSHMANAN
 
 Partner                                                      Partner
 
 Membership No.203377                             Membership No.20045
 
 Place: Bengaluru
 
 Date: May 08, 2012