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Auditor Report of Gillanders Arbuthnot & Company Ltd.

Mar 31, 2023

TO THE MEMBERS OF GILLANDERS ARBUTHNOT AND COMPANY LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Gillanders Arbuthnot and Company Limited ("the Company"), which comprise the Balance Sheet as at March 31,2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flows Statement and the Statement of Changes in Equity for the year ended on that date, and a summary of the significant accounting policies and other explanatory information in which is included the financial statements for the year ended on that date audited by the branch auditors of the Company''s branch "MICCO" (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, the profit and total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the "Auditor''s Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	1 How our audit addressed the key audit matter
1. Revenue Recognition
Revenue recognition is significant audit risk within the Company. The revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of identified performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Risk exists that revenue is recognized without substantial transfer of control and is not in accordance with Ind AS-115 "Revenue from Contracts with Customers".	Our audit consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: â¢ Evaluated the design and tested the operative effectiveness of the internal controls relating to revenue recognition, discounts and rebates. â¢ Tested sample of sale transactions to their respective customer contracts, underlying invoices and related documents. â¢ Obtained confirmations from customers on sample basis to support existence assertion of trade receivables and assessed the relevant disclosures made in the financial statements; to ensure revenue from contracts with customers are in accordance with the requirements of relevant accounting standards. â¢ In case of construction contracts, reviewed the Company''s estimation process (including the approval of project budget, monitoring of project costs and activities, and management''s review and customer''s approval of project''s stage of completion and milestones achieved) used in determining the amounts of revenue and costs recognised in Company''s financial statements.
2. Impairment of Assets
Significant judgement is involved in assessing property, plant and equipment for impairment. At the end of every reporting period, the Company assesses whether there is any indication that an asset or cash generating unit (CGU) may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset or CGU. The determination of recoverable amount, being the higher of fair value less costs to sell and value-inuse involves significant estimates, assumptions and judgements of the long-term financial projections. Impairment of assets is a key audit matter considering the significance of the carrying value, long term estimation and the significant judgements involved in the impairment assessment.	Our audit procedures included considering the Company''s accounting policies with respect to impairment in accordance with Ind AS 36 "Impairment of Assets". We performed test of controls over impairment process through inspection of evidence of performance of these controls. We performed the following tests of details: â¢ We obtained the management''s impairment assessment. â¢ We evaluated the key assumptions including projected cash flows. In determining future cash flows management is required to make assumptions relating to future profitability, including revenue growth and operating margins, and the determination of an appropriate discount rate, all of which are subject to management override as the outcome of the impairment assessments could vary significantly if different judgements are applied.
	_â¢	We have tested the workings of management for ascertaining fair value and costs of disposal of CGU for ascertaining recoverable amount.

3. Expected Credit Loss

The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS - 109 requires expected credit losses to be measured through a loss allowance. The company recognizes impairment loss for trade receivables that do not constitute a financing transaction using expected credit loss model, which involves use of a provision matrix constructed on the basis of historical credit loss experience. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

Our Audit procedure on evaluation of Expected credit loss model include:

â¢ Obtained an understanding of the Company''s process for estimating the ECL of various eligible assets included in the Standalone Financial Statements.

â¢ Evaluated the detailed analysis performed by management on revenue by selecting samples for the existing contracts with customers.

â¢ Evaluated the calculation of historical loss rate on the basis of historical trends, industry practices, business environment in which company operates & forward-looking information.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the presentation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

We did not audit the financial statements and other financial information of the Company''s Engineering (MICCO) Division included in the accompanying standalone financial statements of the Company whose financial statements and other financial information reflect total assets of Rs. 10,198.14 lakhs as at 31st March 2023 and total revenue of Rs. 4,664.31 lakhs for the year ended on that date. This financial statements/ financial information have been audited by the branch auditor whose reports have been furnished to us by the management. Our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of branch and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid branch, is based solely on the report of such branch auditor.

Our opinion is not modified in respect of this matter.

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 matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of the branch, as noted in the ''other matter'' paragraph we report, to the extent applicable, that:

a) We / the branch auditor whose report we have relied upon, 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.

c) The report on the financial statements of Engineering (MICCO) Division of the Company audited under section 143(8) of the Act by branch auditors has been sent to us and has been properly dealt with us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with the relevant Rules thereon.

f) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 from being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in Annexure "B" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to these standalone financial statements.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule - V to the Act.

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the branch audit of MICCO division:

i. The Company has disclosed the impact of pending litigations as at March 31,2023 on its financial position in its Standalone financial statements - Refer Note No. 40 to the Standalone 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. a. The management has represented that, to the best of its knowledge and belief as disclosed in

the notes to the Standalone Financial Statement, during the year no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding whether recorded in writing or otherwise , that the intermediary shall , whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or behalf of the Company (Ultimate beneficiaries) or provide any guarantee, security or the like on behalf of the company (Ultimate beneficiaries).

b. The management has represented, that, to the best of its knowledge and belief as disclosed in the notes to the Standalone Financial Statement, during the year no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the company (Ultimate Beneficiaries).

c. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances; nothing has come to our attention that causes us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under clause (iv) (a) and (iv) (b) above, contain any material mis-statement.

v. No dividend has been declared or paid during the year by the company. The Board of Directors of the company has not proposed any divided for the financial year 2022-23.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

For J K V S & Co.

Chartered Accountants Firm''s Registration No. 318086E

Ajay Kumar

Partner

Place: Kolkata Membership No. 068756

Date: 12^th Day of May'' 2023 UDIN: 23068756BGZELC9569

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

TO THE MEMBERS OF GILLANDERS ARBUTHNOT AND COMPANY LIMITED

REPORT ON THE STANDALONE INDIAN ACCOUNTING STANDARDS (IND AS) FINANCIAL STATEMENTS

1. We have audited the accompanying standalone Ind AS financial statements of GILLANDERS ARBUTHNOT AND COMPANY LIMITED (''the Company''), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standard) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act and the rules made thereunder, including 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 of the Standalone Ind AS financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the 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 Standalone Ind AS financial statements.

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

OPINION

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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 2018 and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

OTHER MATTER

7. We did not audit the financial statements/ information of two units included in the standalone Ind AS financial statements of the Company whose financial statements reflect total assets of Rs. 35,466.05 lakhs as at 31st March, 2018 and total revenues of Rs. 22,316.77 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of these units have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these units, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

8. As required by the Companies (Auditor''s Report) Order, 2016 ("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 a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

9. 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;

c. The reports on the accounts of Engineering (MICCO) Division and GIS Cotton Mill (a unit of Textile Division) of the Company audited under section 143(8) of the Act has been sent to us and have been properly dealt with us in preparing our report;

d. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the cash flow statement and the Statement of changes in Equity dealt with by this Report are in agreement with the books of account;

e. In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

f. On the basis of the written representations received from the directors as on 31st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

g. With respect to the adequacy of the internal financial controls with respect to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure ''B'' to this report; and

h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, (as amended), 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 litigation as at 31st March 2018 on its financial position in its Standalone Ind AS financial statement - Refer Note No. 39 to the Standalone Ind AS 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company;

	For Singhi & Co.
	Chartered Accountants
	Firm''s Registration No. 302049E
	Anurag Singhi
Place: Kolkata	Partner
Date: 30th May, 2018	Membership No. 066274

ANNEXURE-A TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in our Independent Auditor''s Report to the members of the Company on the Standalone Ind AS financial statements for the year ended 31st March 2018, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) As per the information and explanations given to us, physical verification of property, plant and equipment have been carried out in terms of the phased program of verification of its property, plant and equipment adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its business.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. As per the information and explanations given to us, the inventories have been physically verified at reasonable intervals during the year by the management or by a firm of Charterd Accountants on behalf of the Management and no material discrepancies between book stock and physical stock have been found.

iii The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnership or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Accordingly the provisions of paragraph 3(iii), 3(iii)(a) to 3(iii)(c) of the said Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. According to information and explanations given to us, the company has complied with the directives issued by Reserve Bank Of India, and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Rules framed there under with respect to deposits (from public). According to the information and explanation''s given to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

vi. We have broadly reviewed the cost records maintained by the Company in respect of its products (Engineering, Tea and Textile) pursuant to the rules prescribed by the Central Government of India under section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and services tax, cess and other statutory dues, as applicable, with the appropriate authorities.

There are no arrears in respect of the aforesaid dues as at 31st March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues of Income tax, sales tax, Service tax duty of customs, duty of excise and value added tax which have not been deposited by the company on account of any dispute and the forum where the dispute is pending as on 31st March, 2018 are as under:-

Name of the Statute	Nature of Dues	Amount Involved (Rs. in Lakhs)	Period to which the amount relates	Forum where Dispute is Pending
		263.85	2006-07, 2009-10 & 2011-12	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
		45.40	2010-11	High Court, Calcutta
The Central Sales Tax Act, 1956	Sales Tax	148.56 (Net of amount paid under protest ? 23.43)	2012-13	West Bengal Commercial Tax Appellate Revisional Board, Kolkata
		48.65 (Net of amount paid under protest ? 8.74)	2013-14	West Bengal Commercial Tax and Revisional Board, Kolkata
		104.61 (Net of amount paid under protest Rs. 6.41)	2014-15	Joint Commissioner (Appeal), Kolkata
		1.44	1996-97 & 1998-99	Deputy Commissioner of Commercial Taxes, Kolkata
The West Bengal Sales Tax Act, 1994	Sales Tax	0.10	2003-04 & 2004-05	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
		0.82	2001-02	Settlement of Dispute Board
		158.30 (Net of amount paid under protest ? 6.46)	2012-13	The Appellate Joint Commissioner, Sales Tax Kolkata
The West Bengal Value Added Tax Act, 2005		28.68 (Net of amount paid under protest ? 3.28)	2013-14	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
The West Bengal Value Added Tax Act, 2005	Sales Tax	347.37	2006-07 to 2007-08	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
		83.33 (Net of amount paid under protest Rs. 8.18)	2014-15	Joint Commissioner (Appeal), Kolkata
Orissa Sales Tax Act, 1947	Sales Tax	0.53	1998-99	Additional Commissioner of Sales Tax, Cuttack
Central Sales Tax	Sales Tax	9.30	1998-99 &	Additional Commissioner of Sales Tax, Cuttack
(Orissa) Rules, 1957	Sales Tax	9.30	1999-2000	Additional Commissioner of Sales Tax, Cuttack
Jharkhand VAT Act, 2005	VAT	721.77(Net of amount paid under protest Rs. 30.02)	2010-11 to 2012-13	Commissioner of Commercial Taxes Tribunal, Ranchi
Jharkhand VAT Act, 2005	VAT	51.38	2009-10	Commissioner of Commercial Taxes Tribunal, Ranchi
The Central Excise Act, 1944	Excise Duty	34.32	Upto 1987-88	Office of the Commissioner - Central Excise
The Central Excise Act, 1944	Excise Duty	1.14	Various periods from 1994-95 to 2007-08	Office of the Additional / Deputy Commissioner of Central Excise, Kolkata
		274.24 (Net of amount paid under Protest Rs. 81.66)	2003-04 to 2011-12	CESTAT, Kolkata
Finance Act, 1994	Service Tax	35 Lacs(Net of amount paid under Protest Rs. 4.00)	June 2005 to September 2010	CESTAT, Chennai
		27.69 Lacs(Net of amount paid under Protest ? 2.24)	October 2010 to June 2012	Commissioner of Central Excise (Appeals), Kolkata
Income Tax Act, 1961	Income Tax	8.36	2007-08 to 2017-18	Asst. commissioner of IT -CPC (TDS)
		5.86	1987-88	Hon''ble High Court at Calcutta

viii. According to the records of the Company examined by us and the information and explanations provided to us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institutions or Banks or Government. The company neither had any outstanding debentures at the beginning of the year nor has it issued any debenture during the year.

ix. The company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. According to the information and explanation given to us by the management, term loans were applied for the purpose for which the loans were obtained.

x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS financial statements as required by the applicable Indian Accounting Standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

	For Singhi & Co.
	Chartered Accountants
	Firm''s Registration No. 302049E
	Anurag Singhi
Place: Kolkata	Partner
Date: 30th May, 2018	Membership No. 066274

ANNEXURE - B TO THE INDEPENDENT AUDITOR''S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of GILLANDERS ARBUTHNOT AND COMPANY LIMITED ("the Company") as of 31st March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITOR''S RESPONSIBILITY

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internaI control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

OTHER MATTERS

9. Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting of the company, in so far as it relates to the branches not audited by us, is based on the corresponding reports of the said branch audito Rs. Our opinion is not modified in respect of this matter.

	For Singhi & Co.
	Chartered Accountants
	Firm''s Registration No. 302049E
	Anurag Singhi
Place : Kolkata	Partner
Date : 30th May, 2018	Membership No. 066274

Mar 31, 2016

TO THE MEMBERS OF GILLANDERS ARBUTHNOT AND COMPANY LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Gillanders Arbuthnot and Company Limited (''the Company''), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone

Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone 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 Standards 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

3. Our responsibility is to express an opinion on these standalone 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 there under. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the 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.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, 2016 and its loss and its cash flows for the year ended on that date.

Other Matters

7. We did not audit the financial statements/ information of two units included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 38,741.06 lakhs as at 31^st March, 2016 and total revenues of Rs. 32,919.15 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of these units have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these units, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2016 (''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, a statement on the matters specified in the paragraph 3 and 4 of the Order.

9. 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;

c) The reports on the accounts of Engineering (MICCO) Division and GIS Cotton Mill (a unit of Textile Division) of the Company audited under section 143(8) of the Act has been sent to us and have been properly dealt with us in preparing our report;

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

e) In our opinion, the aforesaid standalone 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 the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure B'' to this report; and

h) With respect to the 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 as stated in Note 31 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 has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company.

Annexure - A to the Independent Auditor''s Report

(Referred to in paragraph 8 with the heading ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

We report that:

i. In respect of its fixed assets:

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

b) As explained to us, the fixed assets have been physically verified during the year by the management and/or by a firm of Chartered Accountants on behalf of the management at reasonable intervals and no material discrepancies have been noticed on such physical verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note No. 12 on Fixed Assets are held in the name of the Company except for 1 (one) lease for estate and development having a gross block of Rs. 115.03 lakhs and net block of Rs. 115.03 lakhs which is under renewal.

ii. As explained to us, inventories (excluding inventories with third parties) were physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management at reasonable intervals and no material discrepancies were noticed on such verification. In respect of inventories lying with third parties, those have substantially been confirmed by them.

iii. According to the information and explanations given to us, the Company has not granted any loan secured/unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Consequently, the provisions of clauses iii (a), iii (b) and iii (c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security.

v. According to information and explanations given to us, the Company has complied with the directives issued by Reserve Bank Of India, and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Rules framed there under with respect to deposits (from public). According to the information and explanation''s given to us no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

vi. We have broadly reviewed the cost records maintained by the Company relating to its products (Chemical, Engineering, Tea and Textile) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 148(1) of the Act, and are of the opinion that prima facie the prescribed Cost Records have been made and maintained. We have, however not made a detailed examination of the cost record with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us and the records of the Company examined by us:

a) The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service Tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, as applicable, to the appropriate authorities.

There are no arrears in respect of the aforesaid dues as at 31st March, 2016 for a period of more than six months from the date they became payable.

b) The particulars of dues of income tax, sales tax, duty of excise, service tax, duty of customs, and value added tax, as applicable, have not been deposited by the Company on account of disputes are as follows.

viii. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to any financial institution, bank or Government. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

Name of the Statute	Nature Of Dues	Amount (Rs. In lacs)	Period to which the amount relates	Forum where dispute is pending
The Central Sales Tax Act, 1956	Sales Tax	34.60	2003-04 & 2004-05	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
		309.25	2006-07 to 2011-12	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
		190.63	2012-13	The Appellate Joint Commissioner, Sales Tax Kolkata
The West Bengal Sales Tax Act,1994	Sales Tax	30.25	1996-97 & 1998-99	Deputy Commissioner of Commercial Taxes, Kolkata
		0.10	2003-04 & 2004-05	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
		0.82	2001-02	Settlement of Dispute Board
The West Bengal Value Added Tax Act, 2005	Sales Tax	62.03	2012-13	The Appellate Joint Commissioner, Sales Tax Kolkata
The West Bengal Value Added Tax Act, 2005	Sales Tax	347.37	2006-07 to 2007-08	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
Bengal Finance (Sales Tax) Act, 1941	Sales Tax	15.66	1985-86	West Bengal Commercial Taxes and Revisional Board, Kolkata Additional Commissioner of Commercial Tax (Appeal), Odisha
Orissa Sales Tax Act,1947	Sales Tax	0.53	1998-99	Additional Commissioner of Sales Tax, Cuttack
The Central Sales Tax (Orissa) Rules, 1957	Sales Tax	9.30	1998-99 & 1999-2000	Additional Commissioner of Sales Tax, Cuttack
Jharkhand Value Added Tax Act, 2005	Sales Tax	87.88	2009-10 to 2012-13	Sales Tax Tribunal, Commissioner of Commercial Taxes, Ranchi
The Central Excise Act, 1944	Excise Duty	34.32	Upto 1987-88	Office of the Commissioner-Central Excise
The Central Excise Act, 1944	Excise Duty	90.04 (Net of amount paid under Protest Rs.3.29 lakhs)	Various periods from 1994-95 to 2007-08	Office of the Additional/Deputy Commissioner of Central Excise
Finance Act, 1994	Service Tax	274.24 (Net of amount paid under Protest Rs.81.66 lakhs)	2003-04 to 2011-12	CESTAT, Kolkata
		Nil (Net of amount paid under Protest Rs.17.75 lakhs	2006-07 & 2007-08	CCE (Appeals) Bhubaneswar-ii
		35 Lakhs (Net of amount paid under Protest Rs.4 lakhs)	June 2005 to September 2010	CESTAT, Chennai
		27.69 Lakhs (Net of amount paid under Protest Rs.2.24 lakhs)	October 2010 to June 2012	Commissioner of Central Excise (Appeals)
Income Tax Act, 1961	Income Tax	9.12	2007-08 to 2015-16	Asst. commissioner of I.T- CPC(TDS)
Income Tax Act, 1961	Income Tax	5.86	1987-88	Hon''ble High Court at Calcutta

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. According to the information and explanation given to us by the management, term loans were applied for the purpose for which the loans were obtained.

x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xvi. According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure - B to the Independent Auditor''s Report

(Referred to in paragraph 9 (g) with the heading ''Report on Other Legal and Regulatory Requirements'' section of our report of even date in respect to statutory audit of Gillanders Arbuthnot and Company Limited for the year ended 31st March, 2016)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

1. We have audited the internal financial controls over financial reporting of Gillanders Arbuthnot and Company Limited (''the Company'') as of 31^st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Note'') and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

1. Meaning of Internal Financial Controls over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over

Financial Reporting

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Singhi & Co.

Chartered Accountants

Firm''s Registration Number: 302049E

Anurag Singhi

Partner

Place: Kolkata Membership Number: 06627466274

Dated: 29"â May, 2016

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Gillanders Arbuthnot and Company Limited ('the Company'), 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 the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these standalone 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 Standards 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

3. Our responsibility is to express an opinion on these standalone 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 there under. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 loss and its cash flows for the year ended on that date.

Other Matters

7. We did not audit the financial statements/ information of two divisions included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 14,731.50 lakhs as at 31st March, 2015 and total revenues of Rs. 37,072.58 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of these divisions have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these divisions, is based solely on the report of such branch auditors.

8. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. 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 the paragraph 3 and 4 of the Order, to the extent applicable.

10. 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.

c. The reports on the accounts of Engineering (MICCO) Division and GIS Cotton Mill (a unit of Textile Division) of the Company audited under Section 143 (8) of the Act has been sent to us and have been properly dealt with by us in preparing our report.

d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

e. In our opinion, the aforesaid standalone 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 the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, 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 the 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 as stated in Note 30.1 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor's Report

(Referred to in paragraph 9 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

We report that:

i. In respect of its fixed assets:

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

b) The fixed assets of the Company have been physically verified by the management and/or by a firm of Chartered Accountants on behalf of the management during the year and no material discrepancies have been noticed on such physical verification. In our opinion, the frequency of verification is reasonable.

ii. In respect of its inventories:

a) As explained to us, the inventories of the Company (excluding inventories with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them. In our opinion the frequency of such verification is reasonable.

b) In our opinion, and according to 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) On the basis of our examination of the inventories records, in our opinion, and according to information and explanations given to us, the Company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. According to the information and explanations given to us, the Company has not granted any loan secured/ unsecured to companies, firms or other parties covered 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.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories, fixed assets and for the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India, and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Rules framed there under with respect to deposits (from public).According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of the aforesaid deposits.

vi. We have broadly reviewed the cost records maintained by the Company relating to its products (Chemical and Engineering) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) of the Act, and are of the opinion that prima facie the prescribed Cost Records have been made and maintained. We have, however, not made a detailed examination of the cost record with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us and the records of the Company examined by us:

a) The Company is generally regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, sales tax, income tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, as applicable, with the appropriate authorities.

There were no undisputed amounts payable in respect of provident fund, employees' state insurance, sales tax, income tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

b) The particulars of dues of sales tax, income tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess as applicable as at 31st March 2015 which have not been deposited on account of a dispute are as follows -

Name of the Nature of Amount Involved Statute Dues (Rs. in Lakhs)

The Central Sales Sales Tax 50.21 Tax Act, 1956

502.87

The West Sales Tax 30.25 Bengal Sales Tax Act, 1994 9.78

0.82

The West Sales Tax 185.38 Bengal Value Added Tax Act, 2005 178.55

Bengal Finance Sales Tax 15.66 (Sales Tax) Act,1941

Orissa Sales Sales Tax 0.53 Tax Act, 1947

Central Sales Tax Sales Tax 9.30 (Orissa) Rules, 1957

The Central Excise Duty 34.32 Excise Act, 1944 63.33

Finance Act, Service Tax 339.22 1994 (Paid under Protest) Rs. 78.66 lakhs)

17.75 (Paid under Protest) Rs. 17.75 lakhs)

68.93 (Paid under Protest) Rs. 5 lakhs)

Income Tax Act, Income Tax 5.86 1961

Name of the Period to which Statute the amount relates

The Central Sales 2003-04 & 2004-05 Tax Act, 1956

2005-06 to 2011-12

The West 1996-97 & 1998-99 Bengal Sales Tax Act, 1994 2003-04 & 2004-05

2001-02

The West 2005-06 Bengal Value Added 2007-08 Tax Act, 2005 2009-10

2006-07

Bengal Finance 1985-86 (Sales Tax) Act,1941

Orissa Sales 1998-99 Tax Act, 1947

Central Sales Tax 1998-99 & (Orissa) Rules, 1957 1999-2000

The Central Upto 1987-88 Excise Act, 1944 Various periods from 1994-95 to 2007-08

Finance Act, 2003-04 to 1994 2011-12

2006-07 & 2007-08

2005-06 to 2010-11

Income Tax Act, 1987-88 1961

Name of the Forum where Dispute is Pending Statute

The Central Sales West Bengal Commercial Taxes Appellate and Tax Act, 1956 Revisional Board, Kolkata

Sr. Joint Commissioner of Sales Tax, Kolkata

The West Deputy Commissioner of Commercial Taxes, Kolkata Bengal Sales Tax Act, 1994 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Settlement of Dispute Board

The West Sr. Joint Commissioner Sales Tax, Kolkata Bengal Value Added Tax Act, 2005

West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Bengal Finance West Bengal Commercial Taxes Appellate and (Sales Tax) Revisional Board, Kolkata Act,1941

Orissa Sales Additional Commissioner of Sales Tax, Cuttack Tax Act, 1947

Central Sales Tax Additional Commissioner of Sales Tax, Cuttack (Orissa) Rules, 1957

The Central Office of the Commissioner - Central Excise Excise Act, 1944 Office of the Additional / Deputy Commissioner of Central Excise

Finance Act, CESTAT, Kolkata 1994 CCE (Appeals) Bhubaneswar -II

Commissioner of Central excise (Appeals)

Income Tax Act, Hon'ble High Court at Calcutta 1961

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii. The Company does not have accumulated losses as at 31st March 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

x. In our opinion and according to the information and explanations given to us, the Company has given counter guarantee for issue of Stand By Letter of Credit (SBLC) for loans availed by the Wholly Owned Subsidiary from a bank and the terms and conditions whereof are prima facie not prejudicial to the interest of the Company.

xi. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For SINGHI & CO. Chartered Accountants Firm Registration No.302049E

Anurag Singhi 1-B, Old Post office Street, Kolkata. Partner Dated, the 29th day of May, 2015 Membership No.066274

Mar 31, 2014

1. We have audited the accompanying financial statements of Gillanders Arbuthnot and Company Limited("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of the section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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

3. 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.

4. 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, 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.

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

Opinion

6. 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:

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 of the Company for the year ended on that date ; and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003(''the Order''), as amended, 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.

8. 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 purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow 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 Corporate Affairs in respect of the section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the board of directors, we report that none of the directors are 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 Act.

Other Matter

9. The report on the accounts of Engineering (MICCO) Division and GIS Cotton Mill (a unit of Textile Division) carried out by Kothari & Company and Dutta Ghosh & Associates respectively has been forwarded to us as required under clause (c) of sub-section (3) of section 228 of the Companies Act, 1956 and have been dealt with in preparing our report in the manner considered necessary by us. Our opinion is not qualified in respect of other matter.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 7 under ÂReport on Other Legal and Regulatory Requirements'' section of our report of even date)

In our opinion and according to the information and explanations given to us during the course of our audit, we report that:

i. In respect of its fixed assets:

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

b) The fixed assets of the Company have been physically verified by the management and/or by a firm of Chartered Accountants on behalf of the management during the year and no material discrepancies have been noticed on such physical verification. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets have not been disposed of by the Company during the year.

ii. In respect of its inventories:

a) As explained to us, the inventories of the Company (excluding inventories with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them. In our opinion the frequency of such verification is reasonable.

b) In our opinion, and according to 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) On the basis of our examination of the inventories records, in our opinion, and according to information and explanations given to us, the Company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act and according to information and explanations given to us:

a) 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.

e) The Company has taken unsecured demand loans aggregating Rs. 6,090 Lakhs from 7 (Seven) parties during the year. At the year-end, the outstanding balance of such loans taken aggregated to Rs. Nil and the maximum amount outstanding during the year was Rs. 4,145 Lakhs.

f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

g) The principal amount is due for repayment on demand and the Company has been regular in payment of interest.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories, fixed assets and for the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the register maintained under the said Section have been so entered.

b) Where transaction exceeds the value of Rs. 5 Lakhs in respect of each party during the year, the transactions have been made at prices which appear reasonable as per information available with the Company.

vi. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under with respect to fixed deposits (from public). According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

vii. In our opinion, the internal audit functions carried out during the year by firms of Chartered Accountants appointed by the management have been commensurate with the size of the Company and the nature of the business.

viii. We have broadly reviewed the cost records maintained by the Company relating to its products (Tea Plantation, Textile, Chemical and Engineering) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Act, and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. According to the information and explanations given to us and the records of the Company examined by us:

a) The Company has been generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

b) There were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable.

c) The particulars of dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess as applicable as at 31st March 2014 which have not been deposited on account of a dispute are as follows Â

Name of the Nature of Amount Involved Period to which the Statute Dues (Rs. in Lakhs) amount relates

The Central Sales Sales Tax 50.21 2003-04 & 2004-05 Tax Act, 1956

1,602.03 2005-06 to 2010-11

2.60 2006-07

The West Sales Tax 30.25 1996-97 & 1998-99 Bengal Sales Tax Act, 1994 9.78 2003-04 & 2004-05

0.82 2001-02

The West Bengal Sales Tax Various periods Value Added 638.04 from Tax Act, 2005 2005-06 to 2010-11

178.55 Quarter ended Sep 2006 & Mar 2007

Bengal Finance Sales Tax 15.66 1985-86 (Sales Tax) Act, 1941

Orissa Sales Sales Tax 0.53 1998-99 Tax Act, 1947

Central Sales Tax Sales Tax 9.30 1998-99 & 1999-2000 (Orissa) Rules, 1957

The Central Excise Excise 34.32 Upto 1987-88 Act, 1944 Duty

63.33 Various periods from 1994-95 to 2007-08

Name of the Statute Forum where Dispute is Pending

The Central Sales Tax Act, 1956 West Bengal Commercial Taxes Appellate and Regional Board, Kolkata

Sr. Joint Commissioner of Sales Tax, Kolkata

The Appellate Deputy Commissioner CIT(II)

The West Bengal Sales Tax Act, 1994 Deputy Commissioner of Commercial Taxes, Kolkata

West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Settlement of Dispute Board

The West Bengal Value Added Tax Act, 2005 Sr. Joint Commissioner Sales Tax, Kolkata

West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Bengal Finance (Sales Tax) Act, 1941 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Orissa Sales Tax Act, 1947 Additional Commissioner of Sales Tax, Cuttack

Central Sales Tax (Orissa) Rules, 1957 Additional Commissioner of Sales Tax, Cuttack

The Central Excise Act, 1944 Office of the Commissioner - Central Excise Office of the Additional /Deputy Commissioner of Central Excise

Name of the Nature of Amount Involved Period to which the Statute Dues (Rs. in Lakhs) amount relates

Finance Act, 1994 Service Tax 339.22 2003-04 to (Paid under Protest 2011-12 Rs. 58.81 lakhs)

16.68 April 2012 to June 2012

17.75 2006-07 to 2007-08 (Paid under Protest Rs. 17.75 lakhs)

68.93 (Paid 16.06.05 to under Protest Sep Â10 Rs. 5 lakhs)

Income Tax Income Tax 5.86 1987-88 Act, 1961

Name of the Statute Forum where Dispute is Pending

Finance Act, 1994 CESTAT, Kolkata

Additional Commissioner, Central Excise & Service tax, Jamshedpur

CCE (Appeals) Bhubaneswar-II

Commissioner of Central excise (Appeals)

Income Tax Act, 1961 Hon''ble High Court at Calcutta

x. The Company does not have accumulated losses as at 31st March 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

xii. 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.

xiii. In our opinion, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/societies are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company in its own name.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause (xv) of Paragraph 4 of the Order are not applicable to the Company.

xvi. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long- term investment.

xviii.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.

xix. The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

xx. The Company has not raised any money from public issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co.

Chartered Accountants Firm Registration No.302049E

Anurag Singhi

Partner Kolkata, 26th May, 2014 Membership No: 066274

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Gillanders. Arbuthnot and Company Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of signicant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 principles generally accepted in India Including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''), This responsibality 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,

Auditors'' Responsibility

3. 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 obtian reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, The procedures selected depend on the auditors 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.

5. We believe that the audit evidence ue have obtained is sufficient and appropriate to provide a base for our audit opinion.

Opinion

6. 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:

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 or profit and Loss, of the profit of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Gjmpariiies (Auditors Report Order, 2003 (the Order''), issued by the Central Government of India in terms of sub-section (4A) of secticn 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 or the Order.

8. As required by Section 227(3} of the Act, we report that:

a. We have obtained all the information and the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss; and the Cash Flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, 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 Act;

e. On the basis of written representations received from the directors as an 31st March 2013, and taken an record by the board of directors, we report that none of the directors are disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (l) of section 274 of the Act.

Other Matter

9. The report on the audit of Engineering (MICCO) Division and GIS Cotton Mill (unit of Textile Division) carried out by Kothari 6 Company and Dutta Ghosh & Associates respectively have been forwarded to us as required under clause (c) of sub-section (3) of section 228 of the Companies Act, 1956 and Our opinion is based solely on the reports of the other auditors. Our opinion Is not qualified in respect of other matter.

i. In respect of its fixed assets:

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

b) The fixed assets of the company have been physically verified by the management and/or by a firm of Chatered Accountants on behalf of the management during the year and no material discrepancies between the book record and the physical stock have been noticed. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explainations given to us, a substantial part of feed assets has net been disposed of by the Company during the year.

ii. In respect of its inventories:

a) As explained to us, the inventories of the Company {excluding Inventories. with thad parties) has been physically verified during the year by the management or by a firm of Chartered Accountants an behalf of the management during the year. In respect of stock lying with third parties; those have substantially been confirmed by them and/or have been verified with reference to subsequent sale, In our opinion the frequency of such verification is reasonable.

b) In our opinion, and according to 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 me nature of its business.

c) On the basis of our examination of the Inventories records. In our opinion, and according to Information and explanations given to us, the Company has maintained proper records of inventories. The discrepancies noticed on physical verification of Inventories as compared to book record were not material.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintaned under Section 301 of the Act and according to information and explanations given to us:

a) The Company has granted unsecured loans aggregating r 50 Lakhs to l (one) party and repaid during the year. The maximum amount outstanding during the year was T 50 Lakhs.

b) The rate of Interest and other terms and conditions of such loan is, in our opinion, prima facie not prejudicial to the interest of the Company.

c) The receipts or principal amounts have been as per stipulations and there have been no delay in receipts of Interests.

d) Since, there is no overdue amount of principal and Interest; hence dause 4(iii) (d) of the order is not applicable.

e) The Company has taken unsecured demand loans aggregating Rs. 1,565 Lakhs from 6 (Six) parties during the year. At the year-end, the outstanding balance of such loans taken aggregated to T 430 Lakhs and the maximum amount outstanding during the year wast T 2,100 Lakhs.

f) In our opinion, the rate of Interest and other terms and conditions of such loans are not prima facie prejudicail to the interest of the Company.

g) The principal amount is due for repayment on demand and the Company has been regular in payment of interest.

iv. In our opinion and according to the Information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of iventories, fixed assets and for the sale of the goods and service. Further, on the basis of our examination of the books and records of the Company, and according to the Information and explainations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses In aforesaid Internal control system.

v. In respect of contracts or arrangements entered in the Register maintained In pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explaination given to us:

a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section has been so entered.

b) Where transaction exceeds the value of T 5 Lakhs in respect of each party during the year, the transactions have been made at prices which appear reasonable as per Information available with the Company.

vi. In our opinion and acoorcding to the Information and explainations given to us, the Company has complied with the directives issued by Reserve Bank, of India and the provisions or Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under with respect to fixed deposits (from public). According to the Information and explainations given to us, no Order has been passed by the Company Law Board or National company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company In respect of the aforesaid deposits.

vii. In our opinion, the internal audit Functions carried out during the year by firms of Chartered Accountants appointed by the management have been comrrensurate with the Company and the nature of the business.

viii. We have broadly reviewed the cost records maintained by the Company relating to its products {Tea plantation, Textile, Chemical and Engineering) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Act, and are of the opinion that prima facie the prescribed cost records have- been made and maintained. We have, however, not made a detailed examination of the cost records with a veiw to determine whether they are accurate or complete.

ix. According to the information and explainations given to us and the records of the Company examined by us:

a) The Company has been generaly regular In depositing the undisputed statutory dues indudinn Provident Fund, investor Education and Protection Fundr Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

b) There- were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable.

c) The particulars of dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess as applicable as at 31st March 2013 which have not been deposited on account of a dispute are as follows-

Name of the Statute Nature of Dues Amount Involved (T in Lakhs)

The Central Sales Sales Tax 15.61 Tax Act, 1956

1254.81

2.60

The West Bengal Sales Tax 30.25 Sales Tax Act, 1994 9.78

0.82

West Bengal Value Sales Tax 577.15 Added Tax Act, 2005

179,55

Bengal Finance Sales Tax 15.66 (Sales Tax) Art, 1941

Orissa Sales Sales Tax 0.53 Tax Act, 1947

Central Sales Tax Sales Tax 9.30 (Orissa) Rules, 1957

Central Excise Excise 34.32 Act, 1944 Duty 63.33

Period to which the amount relates Forum where Dispute is Pending

2003-04 & 2004-05 West Bengal Commercial Taxes Appelate and Revisional Board, kolkata

2004-05, 2005-06, 2006-07, 2007-08, Sr. Joint ommissioner of Sales Tax, Kolkata

2006-07 The Appellate deputy Commissioner CTT(II)

1996-97 & 1998-99 Deputy Commissioner of Commercial Taxes, Kolkata

2003-04 & 2004-05 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

2001-02 Settlement of Dispute Board

2005-06, 2007-08, 2008-09 & Quarter Sr. Joint Commissionerner Sales Tax, Kolkata ended Jun 2006, Dec 2006, Jun 2010 & Dec 2010

Quarter ended West Bengal commercial Taxes Appelate Sep 2006 & Mar 2007 and Revisional Board, Kolkata

1985-86 West Bengal Commercial Taxes Appelate and Revisional Board, Kolkata

1998-99 Additional Ccmmissioner of Sales Tax, Cuttack

1998-99 & 1999-2000 Additional Commissioner of Sales Tax, Cuttack

Upto 1987-88 Office of the Commissioner - Central Excise

Various periods from Office of the Additional /Deputy 1994-95 to 2007-08 Commissioner of Central Excise

Name of the Nature of Amount Involved Statute Dues (ft In Lakhs)

Finance Act, Service Tax 42.46 {Paid under 1994 Protest r 15 Lakhs}

47.62 (Paid under Protest r 43.81 Lakhs}

17.75 (Paid under Protest f 17.75 Lakhs)

83.60

143.42

112.56

2.85

39.00 {Paid Under Protest r 5 lakhs}

Income Tax Income Tax 5.86 Act, 1961

Period to which the amount relates Forum where Dispute is Pending

2003-04 to 2006-07 Appelate Tribunal, Kolkata

2004-05, 2005-06 & CCE (Appeals) Ranchi 2008-09

2006-07 & 2007-08 CCE (Appeals) Bhubaneswar-II

2005-06 to 2008-09 Commissioner Bhubaneswar-I

2007-2012 Commissioner Central Excise & Service Tax, Jamshedpur

2006-11 CESTAT, Kolkata

2011-12 Deputy Ccmmissioner Central Excise & Service Tax, Jamshedpur

2005-06 to 2010-11 CCE (Appeal}

1987-88 High Court, Kolkata

x. The Company does not have accumulated losses as at 31st March 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explainations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date.

The Company had neither any outstanding debenture during the year.

xii. According to the information and explianations 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.

xiii. In our opinion,, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/societies are not applicable to the Company.

xiv. In our opinion and according to the Information and explanations given to us, the Company is not a dealer or trader in shares, securities debentures and other investments. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactiona and contacts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company In its own name.

xv. In our opinion and according to the information and explainations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause (xv) of Paragraph 4 of the Order are not applicable to the Company.

xvi. In our opinion, and according to the information and explainations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the iformation and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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

xix. The Company has not Issued any debentures and accordingly the question of creation of securities in this regard does not arise.

xx. The Company has not raised any money from public issue during the year.

xxi. During the course or our examination of the books and records of the Company, carried out In accordance with the generally accepted auditing practices In India, and according to the information, and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year nor have been informed of such case by the management.

For Singhi & Co.

Chartered Accountants

(Firm Registration No. 302049E)

Rajiv Singhi

kolkata Partner

29th May, 2013 Membership No: 053518

Mar 31, 2012

1. We have audited the attached Balance Sheet of Gillanders Arbuthnot And Company Limited ('the Company'), as at 31st March 2012, and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. The report on the audit of Engineering (MICCO) Division and GIS Cotton Mill (unit of Textile Division) carried out by Bagree & Co and Dutta Ghosh and Associates respectively has been forwarded to us as required under clause (c) of sub-section 3 of Section 228 of the Companies Act 1956 of India ('the Act') and has been considered in preparing our report.

3. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the 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.

5. Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

5.1 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;

5.2 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;

5.3 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;

5.4 In our opinion, the Balance Sheet, Statement of Profit and Loss 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;

5.5 On the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

5.6 In our opinion and to the best of our information and according to the explanations given to us, they said account read together with the notes thereon and attached thereto give, the information required by the Act in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

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

1 . In respect of fixed assets

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

(b) The fixed assets of the Company have been physically verified by the management or by a form of Chartered Accounts on behalf of management during the year and no material discrepancies between the book records and the physical inventory has been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. In respect of its inventories

(a) As explained to us, the inventory of the Company (excluding stocks with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them and/or have been verified with reference to subsequent sale. In our opinion the frequency of such verification is reasonable.

(b) In our opinion, and according to the information and explanations given to us the procedure 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) On the basis of our examination of the inventory records, in our opinion, and according to information and explanations given to us the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act and according to information and explanations given to us :

(a) The Company has granted unsecured loans aggregating Rs.50 Lakhs to 1 (one) party, and repaid during the year. The maximum amount outstanding during the year was Rs.50 Lakhs.

(b) The rate of interest and other terms and conditions of such loans is, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) The receipts of principal amounts have been as per stipulations and there have been no delay in receipts of interests.

(d) Since, there is no overdue amount of principal and interest, hence clause 4(iii)(d) of the order is not applicable.

(e) The Company has taken unsecured demand loans aggregating Rs. 613 Lakhs from 6 (Six) parties. At the year-end, the outstanding balance of such loans taken aggregated to Rs. 535 Lakhs and the maximum amount outstanding during the year was Rs. 570 Lakhs.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(g) The principal amount is due for repayment on demand and the Company has been regular in payment of interest.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us :

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where transaction exceeds the value of Rs. 5 Lakhs in respect of each party during the year, the transactions have been made at prices which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed their under.

According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

7. In our opinion, the internal audit functions carried out during the year by firms of Chartered Accountants appointed by the management have been commensurate with the size of the company and the nature of the business.

8. We have broadly reviewed the cost records maintained by the Company relating to certain products (Tea Plantation, Textile, Chemical and Engineering) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained.

We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us and the records of the Company examined by us :

(a) The Company has been generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

(b) There were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable, except in respect of service tax as stated below :

Name of Nature of Dues Amount Period to which the Statute (Rs. in lakhs) the amount relates

Finance Act, 1994 Service Tax 17.06 June'07 to Aug'11

(c) The particulars of dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess as applicable as at 31st March, 2012 which have not been deposited on account of a dispute are as follows -

Name of the Nature of Dues Amount Period to which the Forum where Dispute Statute involved amount relates is Pending (Rs. in lakhs)

Central Sales Tax Act, Sales Tax 15.61 2003-04, 2004-05 West Bengal Commercial 1956 Taxes Appellate and Revisional Board, Kolkata

313.17 2004-05, 2005-06, 2006-07 & Sr. Joint Commissioner of 2007-08 Sales Tax, Kolkata 2.60 2006-07 The Appellate Deputy Commissioner CIT (II)

The West Bengal Sales Sales Tax 30.25 1996-97 & 1998-99 Deputy Commissioner Tax Act, 1994 of Commercial Taxes, Kolkata

9.78 2003-04 & 2004-05 West Bengal Commercial

Taxes Appellate and Revisional Board, Kolkata 0.82 2001-02 Settlement of Dispute Board

West Bengal Value Sales Tax 184.38 2005-06, 2007-08 & Quarter Sr. Joint Commissioner of

Added Tax Act, 2005 ended June 2006 & Dec 2006 Sales Tax, Kolkata

178.55 Quarter ended Sept 2006 West Bengal Commercial & March 2007 Taxes Appellate and Revisional Board, Kolkata

Bengal Finance Sales Tax 15.66 1985-86 West Bengal Commercial

(Sales Tax) Act, 1941 Taxes Appellate and Revisional Board, Kolkata

Orissa Sales Tax Act, Sales Tax 0.53 1998-99 Additional Commissioner 1947 of Sales Tax, Cuttack

Central Sales Tax Sales Tax 9.30 1998-99 & 1999-2000 Additional Commissioner (Orissa) Rules, 1957 of Sales Tax, Cuttack

Central Excise Act, Excise Duty 34.32 Up to 1987-88 Office of the Commissioner 1944 Central Excise

63.33 Various periods from 1994-95 to Office of the Additional/ Deputy 2007-08 Commissioner of Central Excise

Finance Act, 1994 Service Tax 42.46 2003-04 to 2006-07 Appellate Tribunal, Kolkata

49.55 2004-05, 2005-06 & 2008-09 CCE (Appeals), Ranchi

17.75 2006-07 & 2007-08 CCE (Appeals) Bhubanes war - II 83.60 2005-06 to 2008-09 Commissioner, Bhubaneswar - I

Income Tax Act, 1961 Income Tax 5.86 1987-88 High Court, Kolkata

10. The Company does not have accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

12. According to the information and explanation 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. In our opinion, 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 a dealer or trader in shares, securities, debentures and other investments. The company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company in its own name.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause (xv) of Paragraph 4 of the Order are not applicable to the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used 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 accordingly the question of creation of securities in this regard does not arise.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co.

Firm Registration Number - 302049E

Chartered Accountants

Rajiv Singhi

Partner

Kolkata, 29th May, 2012 Membership No. 053518

Mar 31, 2011

1. We have audited the attached Balance Sheet of Gillanders Arbuthnot And Company Limited, as at 31st March 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. The report on the audit of Modern India Construction Company Division and GIS Cotton Mill Division carried out by Bagree & Co and Dutta Ghosh and Associates respectively has been forwarded to us as required under clause (c) of sub-section 3 of Section 228 of the Companies Act 1956 of India ('the Act') and has been considered in preparing our report.

3. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain rea- sonable assurance about whether the financial statements are free of material misstatement. An audit includes ex- amining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and sig- nificant estimates made by management, as well as evalu- ating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

5. Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

5.1 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;

5.2 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;

5.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

5.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

5.5 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 in terms of clause (g) of sub- section (1) of Section 274 of the Act;

5.6 In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon and attached thereto give the information required by the Act, in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2011:

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT [Referred to in paragraph 4 of the Auditors' Report of even date to the members of Gillanders Arbuthnot and Company Limited on the financial statements for the year ended 31st March 2011]

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

(b) The fixed assets of the Company have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. (a) As explained to us, the inventory of the Company (excluding stocks with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them and/or have been verified with reference to subsequent sale. In our opinion the frequency of such verification is reasonable.

b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4 (iii)(b), (c), and (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4 (iii) (f) and (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of the business for the purchase of inventory, fixed assets and for the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company in respect of the aforesaid deposits.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company relating to certain products (Tea Plantation, Textile and Chemical) where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. To the best of our knowledge and according to the information and explanations given to us, the Central Government of India under the aforesaid Act have not prescribed the maintenance of cost records for other products of the Company. 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 information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales- Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities. As at 31st March 2011, there were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable, except in respect of service tax as stated below:

Name of Nature of Dues Amount Period to which Due Date Date of the Statute (Rs. in lacs) the amount relates Payment

Finance Act, 1997 Service Tax on 2.27 1997-98 June, 2002 Not paid freight bills

b) Further, since the Central Government of India has till date not prescribed the amount of cess payable under Section 441A of the Act, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customsst duty, excise duty and cess as applicable as at 31 March 2011 which have not been deposited on account of a dispute, are as follows Ã

Name of the Nature of Dues Amount Statute (Rs. in lacs)

Central Sales Tax Act, Sales Tax 82.01 1956

249.37

The West Bengal Sales Sales Tax 31.17 Tax Act, 1944

9.68

West Bengal Value Added Sales Tax 184.38 Tax Act, 2005

178.55

Bengal Finance Sales Tax 15.66 (Sales Tax) Act, 1941

Orissa Sales Tax Act, 1947 Sales Tax 0.53

Central Sales Tax (Orissa) Sales Tax 9.30 Rules, 1957

Central Excise Act, 1944 Excise Duty 34.32 63.33

Finance Act, 1997 Service Tax 42.46 (Paid under protest Rs. 15)

Income Tax Act, 1961 Income Tax 5.86

Name of the Period to which the Forum where Dispute Statue amount relates is Pending

Central Sales Tax Act, 1956 2003-04, 2004-05 & 2005-06 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

2006-07 & 2007-08 Sr. Joint Commissioner of Sales Tax, Kolkata

The West Bengal Sales Tax Act, 1944 1996-97, 1998-99, 2001-02 & Additional/Deputy Commissioner 2004-05 of Commercial Taxes, Kolkata Revisional Board, Kolkata

2003-04 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

West Bengal Value Added Tax Act, 2005 2005-06, 2007-08 Sr. Joint Commissioner of & Quarter ended Jun 06 & Dec 06 Sales Tax, Kolkata

Quarter ended Sep 06 & Mar 07 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Bengal Finance (Sales Tax) Act, 1941 1985-86 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Orissa Sales Tax Act, 1947 1998-99 Additional Commissioner of Sales Tax, Cuttack

Central Sales Tax (Orissa) Rules, 1957 1998-99 & 1999-2000 Additional Commissioner of Sales Tax, Cuttack

Central Excise Act, 1944 Upto 1987-88 Office of the Commissioner- Central Excise

Various periods from 1994-95 to Office of the Additional/ Deputy 2007-08 Commissioner of Central Excise

Finance Act, 1997 2003-04 to 2006-07 CCE (Appeal), Kolkata

Income Tax Act, 1961 1987-88 High Court, Kolkata

10. The Company has no accumulated losses as at 31st March 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

12. According to the information and explanation given to us, the Company has not granted any loans and 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 explanation given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions in an earlier year is prima facie not prejudicial to the interests of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used 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 accordingly the question of creation of securities in this regard does not arise.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co.

Firm Registration Number - 302049E

Chartered Accountants

Rajiv Singhi

Partner Kolkata, 30th May, 2011 Membership No. 053518

Mar 31, 2010

1. We have audited the attached Balance Sheet of Gillanders Arbuthnot and Company Limited, as at 31st March 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. The report on the audit of Modern India Construction Division and GIS Cotton Mill Division carried out by Bagree & Co and Dutta Ghosh and Associates respectively has been forwarded to us as required under clause(c) of sub- section 3 of Section 228 of the companies Act 1956 of India (Ãthe Act) and has been considered in preparing our report.

3. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ÃThe Companies Act, 1956 of India (the ÃAct) 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.

5. Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

5.1 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;

5.2 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;

5.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

5.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

5.5 On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

5.6 In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, subject to Note 8b(i) of schedule 19 to the accounts regarding non ascertainment of value of green leaf consumed, in the prescribed manner, the information required by the Act, and also give a true and fair view in conformity with the accounting priciples generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. ANNEXURE TO AUDITORS REPORT [Referred to in paragraph 4 of the Auditors Report of even date to the members of Gillanders Arbuthnot and Company Limited on the financial statements for the year ended 31st March 2010]

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

(b) The fixed assets of the Company have been physically verified by the management or by a firm of Chartered Accountants on behalf of the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2. (a) The inventory of the Company (excluding stocks with third parties) has been physically verified by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them and/or have been verified with reference to subsequent sale. In our opinion the frequency of verification is reasonable.

b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In view of our comment in paragraph 3(a) above, clauses (iii)(b),(iii)(c), and (iii)(d) of paragraph 4 of the aforesaid order are not applicable.

4. (a) The Company has taken unsecured demand loans, from five companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 1000.00 lacs and Rs. Nil respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

c) According to the information and explanations given to us, there are no stipulations regarding payment of principal amounts and payment of interest in respect of the aforesaid loans and the Company has during the year, repaid the principal amounts and paid the interest.

5. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of the business for the purchase of inventory, fixed assets and for the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

6. (a) In our opinion and according to the information and

explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

8. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

9 We have broadly reviewed the books of account maintained by the Company relating to certain products (Tea Plantation, Textile and Chemical) where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

To the best of our knowledge and according to the informations and explanations given to us, the Central Government of India under the aforesaid Act have not prescribed the maintenance of cost records for other products of the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

10 a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities. As at 31st March 2010, there were no arrears in respect of the aforesaid dues for a period of more than six . months from the date they became payable, except in respect of service tax as stated below :

Name of Nature of Amount Period to Due Date Date of the Dues which Statute (Rs. in the amount Payment lacs) relates Finance Act, 1997 Service Tax on 2.27 1997-98 June, 2002 Not paid freight bills

b) Further, since the Central Government of India has till date not prescribed the amount of cess payable under Section 441A of the Act, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customsst duty, excise duty and cess as applicable as at 31 March 2010 which have not been deposited on account of a dispute, are as follows Ã

Name of the Nature of Dues Amount Statute (Rs. in lacs)

Income Tax Act, 1961 Income Tax 5.86

Central Sales Tax Act, Sales Tax 8.21 1956

7.40

66.40

The West Bengal Sales Sales Tax 1.44

Tax Act, 1944

0.82

0.10

28.81

9.68

West Bengal Value Sales Tax 15.56

Added Tax Act, 2005

Bengal Finance Sales Tax 15.66

(Sales Tax Act, 1941)

Central Excise Excise Duty 13.21

Act, 1944

21.11

8.11

Central Excise Act, 1944 Excise Duty 5.34

On Manufacture 16.01 and sale of various goods Availment of 3.26 Modvat Credit

Applicable rate 1.30 of duty on sales through Depots/ Agents

Cenvat, Cess and 27.33 Penalty Miscellaneous 2.75

Orissa Sales Sales Tax 0.53

Tax Act,1947

Central Sales (Orissa) Sales Tax 9.30

Rules, 1957

Period to which Forum where Dispute the amount relates is Pending

Income Tax Act, 1961 Year ended 31st March, 1988 High Court, Kolkata

Central Sales Tax Act, 31st March, 2005 West Bengal Commercial 1956 Taxes Appellate and Revisional Board, Kolkata

2003-04 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata 31st March, 2006 Sr.Joint Commissioner Sales Tax, Kolkata

The West Bengal Sales 4 quarters ended The Deputy Commissioner Tax Act, 1944 31st March, 1997 of Commercial Taxes - Corporate Division, Kolkata

31st March, 2002 Additional Commissioner of Commercial Taxes - Corporate Division, Kolkata 31st March, 2005 The Deputy Commissioner of Commercial Taxes - Corporate Division, Kolkata

Year ended Deputy Commissioner, 31st March, 1999 Kolkata

Year ended West Bengal Commercial 31st March, 2004 Taxes Appellate and Revisional Board, Kolkata

West Bengal Value 31st March, 2006 Sr. Joint Commissioner Added Tax Act, 2005 Sales Tax, Kolkata

Bengal Finance Year ended, West Bengal Commercial (Sales Tax Act, 1941) 31st March, 1986 Taxes, Appellate and Revisional Board, Kolkata

Central Excise Year ended Commissioner, Central Act, 1944 31st March, 1988 Excise and Customs, Bhubneshwar - I

Upto 21.08.1985 Commissioner of Central Excise (Appeal)

2000-01 Office of the Commissioner- and 2001-02 Central Excise, Kolkata

Central Excise Act, 1944 2007-08 Office of the Commissioner- Central Excise, Kolkata. From March, 1995 to January, Office of the Additional 2002 Commissioner of Central Excise, Kolkata.

From November, 1994 to Office of the Additional / April 1995 Deputy Commissioner of Central Excise, Kolkata. From April 1995 to March2007 Office of the Additional /Deputy Commissioner of Central Excise, Kolkata.

July 2007 Office of the Commissioner of Central Excise, Kolkata

From March 1994 to Office of the March 1995 Commissioner/Deputy Additional/ Commissioner of Central Excise, Kolkata

Orissa Sales Year ended 31st Tax Act,1947 March, 1999 Assistant Commissioner Sales Tax, Cuttack

Central Sales (Orissa) Year ended 31st Rules, 1957 March, 1999 Assistant Commissioner and 31st March,2000 Sales Tax, Cuttack.

11. The Company has no accumulated losses as at 31st March 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

12. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

13. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

15. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

16. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

17. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

18. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

19. 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.

20. The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

21. The Company has not raised any money from public issue during the year.

22. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

FOR PRICE WATERHOUSE

Firm Registration Number : 301112E Chartered Accountants

P. Law

Partner

Membership Number 51790

Kolkata, 30th June 2010.

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