1.  We have audited the attached Balance Sheet of Thomas Cook (India)
 Limited (the Company) as at 31st December, 2010, and the related
 Profit and Loss Account and 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 the 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, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of The Companies Act, 1956
 of India (the Act) and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the 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
 thpse books;
 
 (c) The 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 (3Q of Section 211 of the Act;
 
 (e) On the basis of written representations received from the
 directors, as on 31st December, 2010 and taken on record by the Board
 of Directors, no director is disqualified as on 31st December, 2010
 from being appointed as a director in terms of Clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and Schedules A to Q annexed thereto give, in
 the prescribed manner, the information required by the Act, 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 or affairs of the
 Company as at 31st December, 2010;
 
 (ii) in the case of the .Profijt 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
 
 [Referred to1n>paragraph 3 of the Auditors Report of even date to the
 members of Thomas Cook (India) Limited on the finataaI statements for
 the year ended 31st December, 2010]
 
 1. (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation, of fixed
 assets.