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Auditor Report of Bengal Tea and Fabrics Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of BENGAL TEA & FABRICS LIMITED, which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditor of the Company's branch at Asarwa, Ahmedabad MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board ofDirectors is responsible forthe matters stated in Section 134(5) ofthe Companies Act, 2013("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose for expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit and its cash flows for the year ended on that date.

OTHER MATTER

We did not audit the financial statements/information of Asarwa Unit at Ahmedabad included in the financial statements/ financial information reflect total assets of ^ 13909 Lacs as at 31st March,2015 and total revenues of ^ 18433 Lacs for the year ended on that date, as considered in the financial statements. The financial statements/information of the branch have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditor.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGALAND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited byus;

c) The report on the accounts of the branch of the Company audited under Section 143(8) of the Act by the branch auditor have been sent to us and have been properly dealt with us in preparing the report;

d) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with returns received from the branches not visited by us;

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) On the basis of written representations received from the Directors as on 31st March, 2015 and taken on record by the Board ofDirectors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 30(B) to the financial statements.

(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. a) The Company has maintained proper records showing full particulars including, quantitative details and situation of fixed assets.

b) As explained to us some of the fixed assets have been physically verified by the management at reasonable intervals. We have been informed that no material discrepancies were noticed on such verification.

2. a) As explained to us, inventory has been physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical 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.

c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventory. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 189 of the Act. Consequently, the provisions of clauses iii (a) and iii (b) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories, fixed assets and with regards to sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted deposits from the public covered within the meaning of directives issued by the Reserve Bank oflndia and provisions of Sections 73 to Section 76 of the Act and rules framed thereunder;

6. As per information & explanation given by the management, maintenance of cost records has been specified by the Central Government under sub section (1) of Section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete;

7. a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, and Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st ofMarch, 2015 for a period of more than six months from the date theybecame payable. b) According to the information and explanations given to us and on the basis of the documents and records the disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Sl. Name of Nature of Financial year to which Amount in No. Statute Dues the matter pertains (lacs)

1 Employees E.S.I.Contribution 2004-05 1.86* State Insurance

2 Employees E.S.I.Contribution 2005-06& 1.04 State lnsurance 2006-07 2006-07 0.74

3 West Bengal VAT 2011-2012 1.18 Value Added Tax Act, 2003



Name of Statute Forum where dispute is pending

Employees State Insurance High Court, Ahmedabad

Employees State Insurance Industrial Court, Ahmedabad

West Bengal Value Added TaxAct, 2003 West Bengal Commercial Tax Appellate & Revisional Board

* Rs. 1.86 Lacs have been deposited with E.S.I. Authority under protest. c) According to the information and explanations given to us and on the basis of the documents the amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 (18 of 2013) and rules made thereunder has been transferred to such fund within time;

8. The Company does not have any accumulated losses as at 31st March, 2015 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to financial institutions and banks;

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions;

11. Based on our audit procedures and on the information given by the management, we report that the Company has applied the money received as term loans during the year for the purposes for which they were obtained, other than temporary deployment pending application;

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For JAIN & CO. Chartered Accountants Registration No. 302023E

P-21/22, Radha Bazar Street CA M. K. JAIN Kolkata 700 001 Partner Dated : 8th dayofMay, 2015 Membership No. 055048






Mar 31, 2014

We have audited the accompanying financial statements of BENGAL TEA & EABRICS LIMITED ("the Company"], which comprise the Balance Sheet as at 31st March, 2014, and the Statement ofProfit and Loss and Cash Elow Statementfor the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act"] read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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, 2014;

b] in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c] in the case of the Cash Elow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGALAND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report] Order, 2003 ("the Order"] issued by the Central Government ofIndia in terms of sub-section (4A] of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order .

2. As required by Section 227(3] of the Act, 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] 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;

c] the report on the accounts of the branch office audited under Section 228 by a person other than the Company''s auditor has been forwarded to us as required by clause (c] of sub-section (3] of Section 228 and have been dealt with in preparing our report in the manner considered necessary by us;

c] the Balance Sheet, Statement of Profit and Loss, and Cash Elow Statement dealt with by this Report are in agreement with the books of account;

d] in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Elow Statement comply with the Accounting Standards notified under the Companies Act, 1956, read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Company Affairs in respect of Section 133 of the Companies Act, 2013;

e] on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board ofDirectors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g] of sub-section (1] of Section 274 of the Companies Act, 1956.

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE :

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. a] The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b] As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c] In our opinion and according to the information and explanations given to us, substantial part of fixed asset has not been disposed off during the year and therefore does not affect the going concern assumption.

2. a] As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

b] In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c] In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. a] According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b], iii(c] and iii (d] of the order are not applicable to the Company. b] According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses iii(f] & iii(g] are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories, fixed assets and with regards to sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management we are of the opinion that there were no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Thus, clauses v (a] and v (b] are not applicable to the Company.

6. The Company has not accepted deposits from the public covered within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and rules framed thereunder.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d] of sub-section (1] of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a] According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

b] According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

c] According to the information and explanations given to us and on the basis of the documents and records the disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Sl. Name of Nature of Financial year to which No. Statute Dues the matter pertains

1 Employees E.S.I. Contribution 2004-05 State Insurance

2 Employees E.S.I.Contribution 2005-06& State lnsurance 2006-07 2006-07

Name of Statute Amount in Forum where rs[lacs] dispute is pending

Employees state Insurance 1.86* High Court, Ahmedabad

Employees state Insurance 1.04 Industrial Court, Ahmedabad

0.74

Rs. 1.86 Lacs have been deposited with E.S.I. Authority under protest.

10. The Company does not have any accumulated losses as at 31st March, 2014 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to the information and explanations given 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.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies [Auditor''s Report] Order, 2003 [as amended] is notapplicable to the Company.

14. According to information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the Company has applied the money received as term loans during the year for the purposes for which they were obtained, other than temporary deployment pending application.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debenture and hence no securities have been created.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For JAIN & CO. Chartered Accountants Registration No. 302023E

P-21/22, Radha Bazar Street M. K. JAIN Kolkata 700 001 Partner Dated : 10th day ofMay, 2014 Membership No. 055048


Mar 31, 2013

We have audited the accompanying financial statements of BENGAL TEA & FABRICS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement ofProfitand Loss and Cash Flow Statementfor the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the accounts of the Textile Division, as audited by another firm of Chartered Accountants.

MANAGEMENT RESPONSIBILTY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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,2013;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order .

2. As required by Section 227(3) of the Act,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) 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;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board ofDirectors, none ofthe directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE :

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses iii(f) & iii(g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories, fixed assets and with regards to sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management we are of the opinion that there were no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Thus, clauses v (a) and v (b) are not applicable to the Company;

6. The Company has not accepted any deposits from the public covered within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and rules framed thereunder;

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete;

9. a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us there were no outstanding statutory dues as on 31st ofMarch, 2013 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and on the basis of the documents and records the disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Sl. Name of Nature of Financial year to which No. Statute Dues the matter pertains

1 Employees E.S.I. Contribution 2004-05 State Insurance

2 Employees E.S.I. Contribution 2004-05 State Insurance 2005-06 2006-07* 2006-07

3 West Bengal Value West Bengal VAT 2009-10 Added Tax Rules, & Purchase Tax 2005

Name of Statute Amount in Forum where Rs. (lacs) dispute is pending

Employees State Insurance 1.86* High Court, Ahmedabad

Employees State Insurance 1.67 Industrial Court,

1.04 Ahmedabad

0.74

West Bengal Value Added Tax Rules, 2005 31.87 Joint Commissioner of Sales Tax, South Circle, Kolkata

* Rs. 1.85 lacs have been deposited with E.S.I. Authority under protest.

10. The Company does not have any accumulated losses as at 31st March, 2013 and has not incurred cash loss during the financial year covered by our audit but had incurred cash loss in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to financial institutions and banks;

12. According to the information and explanations given 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.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is notapplicable to the Company.

14. According to information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the Company has applied the money received as term loans during the year for the purposes for which they were obtained, other than temporary deployment pending application;

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debenture and hence no securities have been created;

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For JAIN & CO.

Chartered Accountants

Registration No. 302023E

P-21/22, Radhabazar Street M. K. JAIN

Kolkata 700 001 Partner

Dated : 11th day of May, 2013 Membership No. 055048


Mar 31, 2012

We have audited the attached Balance Sheet of BENGAL TEA & FABRICS LIMITED, as at 31st March, 2012, as well as the annexed Profit & Loss Statement and the Cash Flow Statement for the year ended 31st March, 2012, in which are incorporated the accounts of the Textile Division, as audited by another firm of Chartered Accountants. 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.

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 check 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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government in terms of Section 227(4A) 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 said Order to the extent applicable to the Company.

Further to our comments in the Annexure referred to 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit & Loss Statement 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 & Loss Statement 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 Act;

e) On the basis of written representations received from the Directors, as on 31st March 2012, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director under 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, they said Financial Statements together with notes thereon and attached 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii) In the case of Profit & Loss Statement, of the loss of the Company for the year ended on that date.

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 to in Paragraph 3 of our Report of even date :

1. In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation ofits fixed assets;

b) The fixed assets have been physically verified during the year by the management in accordance with a program of verification, the frequency whereof is reasonable.

According to the information and explanations given to us no material discrepancies were noticed on such verification;

c) The Company has not disposed off any substantial part of its fixed assets so as to effect its going concern.

2. In respect of Inventories :

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business;

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifications.

3. a) According to the information and explanations given to us, the Company has not granted any loans, secured and unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us, the Company has not taken any loans, secured and unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our previous assessment, no major weakness in internal control, had come to our notice.

5. In respect of transactions entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956 :

a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that needed to be entered into the Register, have been so entered;

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and Section 58AA or any other relevant provisions of the Act and rules framed there under.

7. The Company has an adequate internal audit system commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the Books of Account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of Cost Records under Section 209 (1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us, in respect of statutory dues and other dues :

a) In our opinion and according to the information and explanation given to us, the Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities, where applicable. There are no arrears of aforesaid statutory dues as at the last day of the financial year outstanding for a period of six months from the date they became payable;

b) According to the information and explanations given to us and on the basis of our examination of the documents and records the disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Sl. Name of Nature of Financial year to which Amount in Forum where No. Statute Dues the matter pertains Rs. (lacs) dispute is pending 1 Employees E.S.I. Contribution 2004-05 1.86* In process of filing State Insurance case with High Court

2 Employees E.S.I. Contribution 2003-04 0.08 Industrial Court, State Insurance 2004-05 1.67 Ahmadabad

2005-06 1.16

2006-07

* Rs.0.93 lacs has been paid under protest.

10. The Company has no accumulated losses as at 31st March, 2012 but it has incurred cash loss in the financial year ended on that date. The Company had no cash loss in the immediately preceding financial year.

11. Based on our audit procedure and on the information and explanations given by the management, the Company has not defaulted in repayment of principal and interest, due to the Banks.

12. As informed to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund / societies are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, and debentures and other investments.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has applied the money received as term loans during the year for the purposes for which the loans were obtained..

17. The Funds raised by the Company on short term basis have not been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures and hence no securities have been created.

20. The Company has not raised any money through public issues during the year.

21. 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 JAIN & CO.

Chartered Accountants

Registration No. 302023E

P-21/22, Radhabazar Street M. K. JAIN

Kolkata 700 001 Partner

Dated : the 12th day of May, 2012 Membership No. 55048


Mar 31, 2011

We have audited the attached Balance Sheet of BENGAL TEA & FABRICS LIMITED, as at 31st March, 2011, as well as the annexed Profit & Loss Account and the Cash Flow Statement for the year ended 31st March, 2011, in which are incorporated the accounts of the Textile Division, as audited by another firm of Chartered Accountants. 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.

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 check 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.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government in terms of Section 227(4A) 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 said Order to the extent applicable to the Company.

Further to our comments in the Annexure referred to 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit & 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 & 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 Act;

e) On the basis of written representations received from the Directors, as on 31st March 2011, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director under Clause (g) ofSub-section (1) of Section274 oftheAct;

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 notes thereon and attached 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

ii) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

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 to in Paragraph 1 of our Report of even date :

1. The provisions of clauses x, xiii, xviii, of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable for the current year.

2. In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assete;

b) The fixed assets have been physically verified during the year by the management in accordance with a program of verification, the frequency whereof is reasonable.

According to the information and explanations given to us no material discrepancies were noticed on such verification;

c) The Company has not disposed off any substantial part of its fixed assets so as to effect its going concern;

3. In respect of Inventories:

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business;

c)In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification;

4. a) According to the information and explanations given to us, the Company has not granted any loans, secured and unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us, the Company has not taken any loans, secured and unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchase of stores and spare parts, raw materials, plant and machinery, equipment and other assets and with regard to sale of goods and services. During the course of our previous assessment, no major weakness in internal control, had come to our notice.

6. In respect of transactions entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956 :

7. The company has not accepted any deposits from the public within the meaning of Sections 58A and Section 58AA or any other relevent provisions of the Act and rules framed there under;

8. The Company has an adequate internal audit system commensurate with the size of the Company and nature of its business. 10. According to the information and explanations given to us, in respect of statutory dues and other dues :

9. We have broadly reviewed the Books of Account maintained by company pursuant to the rules made by the Central Goverment for the maintenance of Cost Records under Section 209 (1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete;

10. According to the information and explanations given to us, in respect of statutory dues and other dues :

a) In our opinion and according to the information and explanation given to us, the Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities, where applicable. There are no arreas of aforesaid statutory dues as at the last day of the financial year outstanding for a period of six months from the date they became payable;

b) According to the information and explanations given to us and on the basis of our examination of the documents and records the disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Sl. Name of Nature of Period of Amount Form where No. Statute Dues which it in Rs. dispute is pertains (lacs) pending

1. Central Central 2005-06 0.35 Superintendent of Sales Tax Sales Tax Taxes, North Act, 1956 Lakhimpur, Assam

2. Employees Employees 2003-04 0.08* Industrial Court, State State 2004-05 3.65* Ahmedabad Insurance Insurance 2005-06 0.74*

* Rs. 0 93 lacs has been paid under protest;

11. Based on our audit procedure and one the information and explanations by the management, the Company has not defaulted in repayment of principal and interest, due to the Banks;

12. As informed to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares,

13. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, and debentures and other investments.

14. The Company has not given any guarantee for loans taken by others from bank or financial institutions;

15. The Company has applied the money received as term loans during the year for the purposes for which the loans were obtained

16. The Funds raised by the Company on short term basis have not been used during the year for long term investment;

17. The Company has not raised any money through public issues during the year;

18. 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 JAIN & CO. Chartered Accountant, Registration No. 302023E

MK.JAIN Partner Membership No. 55048 P-21/22,Radhabazar Street Kolkata700 001 Dated, the 7th day of May, 2011

 
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