1.  We have audited the attached Balance Sheet of M/s. Oriental Hotels
 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, which we have signed under reference to this
 report. 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 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 account 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 account 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, 2011 and taken on record by the Board of
 Directors, we report that none of the Directors are disqualified as at
 31st March 2011 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, the said accounts together with the notes
 thereon, 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 31 st March, 2011;
 
 2) in the case of the Profit and Loss account, 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.  
 
 ANNEXURE TO AUDITORS REPORT
 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 aJi 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 thereunder 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 2011 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
                             (Rs. in Lakhs)   pending 
 IncomeTax
 
 Income Tax Demand for the      170.06       Commissioner of Income Tax 
 Assessment Years 1998-99,                   (Appeals) / Income Tax 
 2003-04, 2004-05, 2005-06                   Appellate Tribunal, Chennai
 and 2008-09
 
 Sales Tax
 
 Sales Tax demands for the       19.93      Honble High Court of Madras,
 Financial Years, 1992-93 to                Chennai
 1996-97
 
 Sales Tax demands for           23.68      Appellate Assistant
 1990-91 & 1991-92                          Commissioner,Chennai
 
 Luxury Tax
 
 Luxury tax demands for the
 financial years 2004-05 and      28.16     Sales Tax appellate tribunal,
 2005-06                                    Kochi
 
 Service Tax
 
 Service Tax demands for the      68.79    Commissioner of Central Excise
 financial years 2003-04 to                (Appeals), Kochi
 2009-2010
 
 Service Tax demands for the     315.55    Honble High Court of Madras,
 financial year 2004-05 to                 Chennai
 2008-09
 
 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.  The company does not have any borrowing by issue of debentures.
 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.
 
 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.  The company has not issued any debentures.
 
 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 : Mumbai 
 Date: May 13,2011