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Indian Hotels Co Ltd.

BSE: 500850 Sector: Services
NSE: INDHOTEL ISIN Code: INE053A01029
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OPEN 321.80
PREVIOUS CLOSE 321.75
VOLUME 72993
52-Week high 348.70
52-Week low 205.25
P/E 67.64
Mkt Cap.(Rs cr) 44,771
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 321.80
CLOSE 321.75
VOLUME 72993
52-Week high 348.70
52-Week low 205.25
P/E 67.64
Mkt Cap.(Rs cr) 44,771
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indian Hotels Co Ltd. (INDHOTEL) - Auditors Report

Company auditors report

To the Members of The Indian Hotels Company Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of The IndianHotels Company Limited (the "Company") which comprise the standalone balancesheet as at March 312022 and the standalone statement of profit and loss (includingother comprehensive income) standalone statement of changes in equity and standalonestatement of cash flows for the year then ended and notes to the standalone financialstatements including a summary of significant accounting policies and other explanatoryinformation.

In ouropinion andtothe best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022and its loss and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

Description of Key Audit Matter

Impairment evaluation of Investments in Subsidiaries Joint Venturesand Associates

See note 6(a) to the Standalone Financial Statements The key auditmatter

The Company has investments in subsidiaries joint ventures andassociates. These investments are accounted for at cost less any provision for impairment.The Company evaluates the indicators of impairment of the said investments regularly byreference to the requirements under Ind AS 36 Impairment of Assets.

The Company carries out impairment assessment for each investment by:

• Comparing the carrying value of each investment with the networth of each company based on latest financial statements

• Comparing the performance of the investee companies withprojections used for valuations and approved business plans

• Management considers variables such as future average revenueper available room room occupancy room rates rate per cover etc. and operatingexpenditure and the most appropriate discount rate in their projections/ business plans

The recoverable amounts of the above investments are estimated in orderto determine the extent of the impairment loss if any. As impairment assessment involvessignificant assumptions and judgement we regard this as a key audit matter.

How the matter was addressed in our audit

In view of the significance of the matter we applied the belowmentioned audit procedures in this area among others to obtain sufficient appropriateaudit evidence. Our procedures also included challenging management on the suitability ofthe impairment model and reasonableness of the assumptions through performing thefollowing:

• Obtained and assessed the valuation prepared by the managementfor impairment assessment;

• Assessed the indicators of impairment of investments insubsidiaries joint ventures and associates.

• Compared the carrying values of the Company's investment insubsidiaries associates and joint ventures with their respective net asset values andassessed the performance and their outlook.

• Evaluated key assumptions in the Company's valuation models usedto determine recoverable amount including assumptions of projected earnings beforeinterest taxes and depreciation and amortisation growth rate room occupancy room rateprojected capital expenditure and discount rates. We also evaluated the forecasts based onhistorical performance.

• Assessed the sensitivity of the outcome of impairmentassessment.

• Assessed and validated the appropriateness of the disclosuresmade in the standalone financial statements.

Other Information

The Company's Management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditor's report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibilities for theStandalone Financial Statements

The Company's Management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to standalonefinancial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the Management andBoard of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report

that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

a) The Company has disclosed the impact of pending litigations as atMarch 312022 on its financial position in its standalone financial statements - ReferNote 31 and Note 39 to the standalone financial statements.

b) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

c) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that to the best of itsknowledge and belief other than as disclosed in the note 47 (g) no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other persons or entities includingforeign entities ("Intermediaries") with the understanding whether recorded inwriting or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiaries") or

• provide any guarantee security or the like to or on behalf ofthe Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief as disclosed in the note 47(h) no funds have been received by the Companyfrom any persons or entities including foreign entities ("Funding Parties")with the understanding whether recorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) of theCompanies (Audit and Auditor's) Rules 2014 contain any material mis-statement.

e) The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.

(C) With respect to the matter to be included in the Auditor's Reportunder Section 197(16) of the Act:

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe Act which are required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Tarun Kinger
Partner
Mumbai Membership No: 105003
27 April 2022 ICAI UDIN: 22105003AHXEOY6556

Annexure "A"

to the Independent Auditor's Report on the standalone financialstatements of The Indian Hotels Company Limited

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatoryrequirements' section of our report of even date)

With reference to the Annexure referred to in the Independent Auditors'Report to the members of the Company on the standalone financial statements for the yearended March 31 2022 we report the following:

(i) (a) (A) The Company has maintained proper records

showing full particulars including quantitative details and situationof Property Plant and Equipment.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified in a phased manner over a period of threeyears. In accordance with this programme certain property plant and equipment wereverified during the year. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leasesagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company as at the balance sheet dateexcept in respect of one building aggregating to t0.12 crores (Gross block Rs1.30 crores)constructed on the leased land which is in the possession of the Company acquiredpursuant to a scheme of amalgamation with erstwhile wholly owned subsidiary. The lease ofthe said land has expired in the year 2000. The Company has filed a Writ Petition in theHon'ble High Court of Mumbai for renewal of lease.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or intangible assets orboth during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the managementduring the year. In our opinion the frequency of such verification is reasonable andprocedures and coverage as followed by management were appropriate. No discrepancies werenoticed on verification between the physical stocks and the book records that were morethan 10% in the aggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beensanctioned any working capital limits in excess of five crore rupees in aggregate frombanks and financial institutions on the basis of security of current assets at any pointof time of the year. Accordingly clause 3(ii)(b) of the Order is not applicable to theCompany.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not providedsecurity or granted advances in the nature of loans secured or unsecured to companiesfirms limited liability partnership or any other parties during the year. The Company hasmade investments provided guarantees or loans in Companies in respect of which therequisite information is as below. The Company has not made any investments providedguarantees or loans to firms limited liability partnership or any other parties.

a) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans or stoodguarantee to any other entity as below:

(Rs crores)
Particulars Guarantees Loans
Aggregate amount during the year - Subsidiaries* 129.7 64.0
Balance outstanding as at balance sheet date -Subsidiaries* 997.4 62.0

*As per the Companies Act 2013

b) According to the information and explanations given to us and basedon the audit procedures conducted by us we are of the opinion that the investments madeguarantees provided are prima facie not prejudicial to the interest of the Company.

c) According to the information and explanations given to us and on thebasis of our examination of the records of the Company in the case of loans given therepayment of principal and payment of interest has been stipulated; however these werenot due during the year.

d) According to the information and explanations given to us and on thebasis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given.

e) According to the information and explanations given to us and on thebasis of our examination of the records of the Company there is no loan granted fallingdue during the year which has been renewed or extended or fresh loans granted to settlethe overdues of existing loans given to same parties.

f) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not granted anyloans or advances in the nature of loans

either repayable on demand or without specifying any terms or period ofrepayment.

(iv) According to the information and explanations given to us and onthe basis of our examination of records of the Company the Company has neither made anyinvestments nor has it given loans or provided guarantee or security to which provisionsof Sections 185 of the Companies Act 2013 apply. According to the information andexplanations given to us the provisions of Section 186 of the Act in respect of the loansand guarantees given and securities provided are not applicable to the Company since theCompany is engaged in infrastructural facilities. In respect of investments in ouropinion the provisions of Section 186 of the Act have been complied with. .

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable.

(vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Section 148(1)of the Act for the goods sold and services rendered by the Company. Accordingly clause3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of Servicetax Duty of excise and Sales tax during the year since effective 1 July 2017 thesestatutory dues has been subsumed into Goods and Services Tax.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company considering the principles ofmateriality outlined in Standards on Auditing in our opinion amounts deducted/accrued inthe books of account in respect of undisputed statutory dues including Goods and ServicesTax Provident fund Employees' State Insurance Income-Tax Cess and other statutory dueshave generally been regularly deposited by the Company with the appropriate authoritiesthough there have been slight delays in a few cases of Goods and Services Tax Providentfund and Employees' State Insurance. The Company does not have liability in respect ofDuty of Customs.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company no undisputed amounts payable inrespect of Goods and Services Tax ('GST') Provident fund Employees' State

Insurance Income-Tax Cess and other statutory dues were in arrears asat March 31 2022 for a period of more than six months from the date they became payable.The Company does not have liability in respect of Duty of Customs.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company statutory dues relating toGoods and Service Tax Provident Fund Employees State Insurance Income- Tax Duty ofCustoms or Cess or other statutory dues which have not been deposited on account of anydispute are as follows:

(Rs in crores)

Name of Act Nature of Dues Amount Demanded Amount not Deposited Under Disputes Period to which amount relates Forum where dispute is pending
Sales Tax and Value Added Tax Tax Penalty and Interest 20.30 18.84 2005 - 2009 to 2010-2011 Deputy Commissioner
1.54 0.88 2011-2012 to 2015-2016 Additional Commissioner
0.04 0.04 1994 - 1995 Commissioner
2.06 1.94 2011-2012 Commissioner
6.95 6.35 2003-2004 2007-2008 2008-2009 2011-2012 to 2016-2017 Deputy/ Assistant Commissioner
9.09 8.48 2012-2013 to 2015-2016 Commissioner
The Income Tax Act 1961 Tax Penalty and Interest 479.93 409.83 2010-2011 2014-2015 2016-2017 2017 - 2018 Appellate Tribunal
25.16 5.01 2007 - 2008 2012-2013 2013 - 2014 2016-2017 2017 - 2018 Commissioner (Appeals)
2.21 2.21 2010-2011 2012-2013 2013 - 2014 2019 - 2020 Assessing Officer
The Finance Act 1994 Service Tax Penalty and 1.20 0.88 2008 to 2010 Joint Commissioner
Interest 0.08 0.07 2012-2015 Assistant Commissioner of Service Tax
15.30 14.06 2011-2018 CESTAT
Maharashtra Act Property Tax 154.09 38.75 2010-2021 High Court
NDMC Act Property Tax 200.94 160.70 2009-2021 High Court
NDMC Act Property Tax 27.32 26.32 2008-2017 High Court
Name of Act Nature of Dues Amount Demanded Amount not Deposited Under Disputes Period to which amount relates Forum where dispute is pending
Rajasthan Land Tax Act 1985 Property Tax/Urban Development Tax 1.52 1.52 2007-08 Supreme Court
The Karnataka Municipal Act 1964 Property Tax 6.22 6.00 1989 to 1991 & 2008 to 2019 High Court
The Tamil Nadu Urban Land Tax Act 1966 Property Tax 23.26 16.91 2009-21 High Court
The Maharashtra Entertainments Duty Act Entertainment Tax 5.06 1.88 2010-2017 El igh Court
Rajasthan Tax on Luxuries Act 1990 Luxury tax 3.41 2.99 2011-12 to 2015-16 Commissioner
Delhi Tax on Luxury Act and Rules 1996 Luxury tax 0.17 0.16 1999 - 2000 Assistant Commissioner
Rajasthan regulation of Boating Act 1956 Others 0.60 0.60 2017-18 To 2019-20 Assistant Commissioner
Rajasthan LBT Act 1964 Land and Building Tax 1.52 1.40 1997 - 2001 Assistant Director

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations

given to us and on the basis of our examination of the records of theCompany the Company has not defaulted in repayment of loans and borrowing or in thepayment of interest thereon to banks during the year. Further the Company did not haveany outstanding loans or borrowings from any other lender during the year.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a wilful defaulter by any bank or financial institution or government orgovernment authority.

(c) In our opinion and according to the information and explanationsgiven to us by the management term loans were applied for the purpose for which the loanswere obtained.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures as defined under the Act.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of

initial public offer or further public offer (including debtinstruments) Accordingly clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has made privateplacement of equity shares during the year in compliance with the requirements of Section42 of the Act. Out of the total money raised aggregating Rs2000 crores Rs434.55 croreshas been utilised till March 31 2022 (also refer note 29 to the standalone financialstatements). Pending utilisation of the funds raised by issue of equity shares fundsaggregating Rs1565.45 crores were temporarily invested in short-term liquid investmentsand bank deposits. The Company has not made any private placement of fully or partlyconvertible debentures or preferential allotment of shares or fully or partly convertibledebentures during the year.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us considering the principlesof materiality outlined in Standards on Auditing we report that no fraud by the Companyor on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Act has been filed by the auditors inForm ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 withthe Central Government.

(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year while determining the nature timing and extent ofour audit procedures.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Section 177 and188 of the Act where applicable and the details of the related party transactions havebeen disclosed in the standalone financial statements as required by the applicableaccounting standards.

(xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of the Act arenot applicable to the Company.

(xvi) (a) The Company is not required to be registered under

Section 45-IA of the Reserve Bank of India Act 1934. Accordinglyclause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) According to the information and explanations provided to us theGroup (as per the provisions of the Core Investment Companies (Reserve Bank) Directions2016) has more than one CIC as part of the Group. The Group has five CICs which areregistered with the Reserve Bank of India and one CIC which is not required to beregistered with the Reserve Bank of India.

(xvii) The Company has not incurred cash loss in the current financialyear and has incurred cash loss of Rs310.15 crores in the immediately preceding financialyear.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that Company is not capable of meeting its liabilities existingat the date of balance sheet as and when they fall due within a period of one year fromthe balance sheet date. We however state that this is not an assurance as to the futureviability of Company. We further state that our reporting is based on the facts up to thedate of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by Company as and when they fall due.

(xx) In our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of Section 135 of the Actpursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Tarun Kinger
Partner
Mumbai Membership No: 105003
April 27 2022 ICAI UDIN: 22105003AHXEOY6556

Annexure "B"

to the Independent Auditor's Report on the standalone financialstatements of The Indian Hotels Company Limited

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of sub-section 3 of Section 143of the Companies Act 2013

(Referred to in paragraph 2 (A)(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of The Indian Hotels Company Limited ("the Company") as ofMarch 312022 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at March 31 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder Section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial statements. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and whether suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to financial statements.

Meaning of Internal Financial controls with Reference to StandaloneFinancial Statements

A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the Company's assets that could have a material effecton the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override

of controls material misstatements due to error or fraud may occur andnot be detected. Also projections of any evaluation of the internal financial controlswith reference to standalone financial statements to future periods are subject to therisk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Tarun Kinger
Partner
Mumbai Membership No: 105003
April 27 2022 ICAI UDIN: 22105003AHXEOY6556

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