Auditor Report of Ledo Tea Company Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of LEDO TEA COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015 and 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

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

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.

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.

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

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 profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the Note no. 25 of the financial statement regarding non provision in respect of part of gratuity as per Accounting Standard 15 (Revised 2005) amounting to Rs. 40.06 lacs upto 31st March 2015(PY Rs. 29.10 lacs). Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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 Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

d Except for the effects of the matter described in the Emphasis of Matter in the paragraph above, 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.

e 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.

f The matters describes in the 'Emphasis of Matter' paragraph above, in our opinion, may not have an adverse effect on the functioning of the company.

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 No. 29 to the financial statements.

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in paragraph 1 with the heading "Report on other legal and regulatory requirements" of Our Report of even date to the members of Ledo Tea Company Limited on the Financial Statements of the Company for the year ended 31st March, 2015. i) 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 and no material discrepancies have been noticed on such physical verification. In our opinion, the frequency of verification is reasonable.

ii) In respect of Inventory:

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

b) In our opinion and based on management representation, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a) and iii (b) of the order are not applicable to the Company and hence, not commented upon.

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

v The Company has not accepted any deposit from the public covered under Section 73 to 76 of the Companies Act, 2013.

Therefore, the provisions of the clause 4 (v) of the Order are not applicable to the Company.

vi We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 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 determining whether they are accurate or complete.

vii (a) According to the information and explanation given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Value Added Tax, cess or other material statutory dues have been generally regularly deposited during the year by the Company with appropriate authorities.

According to the information and explanation given to us no undisputed statutory dues including Provident Fund, Income Tax, Service Tax, Value Added Tax, cess or other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they become payable except in following cases:

Nature Assessment Year Forum Amount

Agricultural Income Tax 1989-90 Agricultural Income Tax Officer, Assam 6,492.00

Agricultural Income Tax 1998-99 Agricultural Income Tax Officer, Assam 14,660.00

Agricultural Income Tax 1999-00 Agricultural Income Tax Officer, Assam 420.00

Agricultural Income Tax 2000-01 Agricultural Income Tax Officer, Assam 1,11,581.00

b). According to the information and explanation given to us, the following dues of Sales-Tax have not been deposited by the company on account of dispute as at 31st March 2015.

Nature Assessment Year Forum Amount involved

Sales Tax 2007-08 Joint Commissioner of Taxes, Assam 4,27,165.00

Sales Tax 2008-09 -do- 4,66,173.00

Sales Tax 2010-11 -do- 3,51,155.00

c). According to the information and explanation given to us there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year. However, the company has incurred cash losses in the immediate preceding financial year.

ix The Company has not defaulted in repayment of dues to financial institutions or banks. There were no debentures outstanding during the year.

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

xi According to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

For DAS & PRASAD

Chartered Accountants

(Firm's Registration No. 303054E)

P. K. AGARWAL

Place : Kolkata Partner

Date : 30th May 2015 Membership No.056921

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Mar 31, 2014

We have audited the accompanying financial statements of LEDO TEA COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss and 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 Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cashflows of the Company in accordance with the Accounting Standards referred to in Section 211 (3C) of 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 Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31 st March 2014;

(b) in the case of the statement of profit and loss, of the loss of the Company for the year ended on that date; and

(c) in the case of the cash flow statement, on the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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 it appears from our examination of those books;

(c) The balance sheet and the statement of profit and loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the balance sheet, statement of profit and loss and cash flow statements comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; except for Accounting Standard 15 (Revised 2005) in respect of non provision of part of gratuity liability amounting to Rs. 29.10 lacs (RY, Rs. 27.76 lacs) indicated in note no. 24 under notes on accounts;

(e) On the basis of the written representations received from the directors as on 31 st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1 )(g) of the CompaniesAct, 1956;

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Referred to in paragraph 1 under''Report on Other Legal and Regulatory Requirements'' section of our report of even date addressed to the members of LEDO TEA COMPANY LTD. (''the company''). We report that:

I. a) The company has maintained proper records showing full particulars including quantitative details and situations of its

fixed assets.

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

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

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

intervals.

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

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

III. a) According to the information and explanations given to us and on the basis of our examination of the books of account,

the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

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

V. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, 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 Section 301 that needed to be entered in the Register maintained underthe said Section have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI. The Company has not accepted any deposit from the public covered under Section 58A and 58AA of the Companies Act, 1956.

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

VIII. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under section 209(1) (d) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however not carried out detailed examinations of the same.

IX. a) According to the information and explanation given to us, no undisputed amount payable in respect of Provident fund,

Employee''s State Insurance, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, cess and other material statutory dues were outstanding, as on the Balance Sheet date for a period of more than six months from the date they become payable.

b) According to the records of the Company, the dues outstanding of sales-tax on account of any dispute, are as follows :

Nature Assessment Year Forum Amount Involved

Sales Tax 2007-08 Joint Commissioner of 427,165/- Taxes, Assam

Sales Tax 2008-09 -do- 466,173/-

Sales Tax 2010-11 -do- 351,155/-

X. The Company does not have any accumulated losses at the end of financial year and has not incurred any cash losses in the immediate preceding financial. However, the Company has incurred cash losses in the current financial year covered by ouraudit.

XI. As per based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues toafinancial institution, bank or debenture holders.

XII. According to 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.

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

XIV. In our opinion, the Company is not dealing in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

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

XVI. In our opinion and according to the information and explanations given to us, we report that the company has not raised any term loans during the year.

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

XVIII. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

XIX. The Company does not have any outstanding debentures during the period under audit.

XX. The Company has not raised any money through public issue during the year.

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

For DAS & PRASAD Chartered Accountants Firm Registration No. 0303054E P. K. AGARWAL Place : Kolkata Partner Dated : 30th day of May 2014 Membership No.056921

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Mar 31, 2012

1. We have audited the attached Balance Sheet of LEDO TEA COMPANY LIMITED as at 31st March, 2012 and Statement of the Profit & Loss and Cash Flow Statement for the year ended on that date both 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. 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 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors'' Report) Order,2003, as amended by Companies (Auditors'' Report) (Amendment) Order,2004, (together "the Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of "The Companies Act, 1956" of India (The "Act") and on the basis of such checks of the books & 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 & 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

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

b) In our opinion, proper books of accounts as required by the 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 & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, the Statement of Profit & Loss and Cash Flow statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C ) of Section 211 of the Companies Act, 1956;

e) On the basis of the 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 is disqualified as on 31 st March,2012 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Statement of the Profit & Loss and Cash Flow Statement read together with the Statement of Significant Accounting Policies and Notes as given in Note no. 2 give the information required by the Companies Act, 1956 in the prescribed manner so required and also give a true and fair view in conformity with accounting principles generally accepted in India:

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

ii) in the case of the Statement of Profit and Loss, of the Loss 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 3 of the Auditors'' Report of even date to the Members of Ledo Tea Company Limited on the Financial Statements for the year ended 31 st March, 2012)

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 at all its locations were physically verified by the Management at reasonable intervals during the year. As informed, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, there were no substantial dispositions of fixed assets during the year.

2) a) As explained to us, the Management has conducted physical verification of inventory at reasonable intervals. In our opinion the same is adequate in relation to the size of the Company and the nature of its business.

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 is reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) In respect of loans granted / obtained by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and according to the information and explanations given to us

a) The company has not granted any Inter Corporate Loans to any companies, firms and any other parties listed in the register maintained under Section 301 of the Act. Hence, Clause 3 (b), 3(c) & 3(d) of the Order are not applicable to the company.

b) The Company has not taken any secured/unsecured loan from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly clauses 3(f) and 3(g) of the paragraph 4 of the order are not applicable to the company.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets, and for the sale of goods. During the course of audit, no major weakness has been noticed in the internal control in respect of these areas.

5) In respect of the contracts and arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the explanation given to us the transaction made in pursuance of contracts or arrangements, that needed to be entered in the Register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information given to us there are no transactions in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000 (Rs. Five Lakhs only) or more in respect of any party in the said financial year.

6) According to the information and explanations given to us, the Company has not accepted any deposits from the public under section 58A and 58AA of the Companies Act, 1956. Therefore the provisions of Clause (vi) of the Order are not applicable to the Company.

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

8) The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of tea manufacturing activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie the prescribed accounts and reports have been made and maintained. We have, however not carried out detailed examinations of the same.

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

a) Undisputed Statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Custom Duty, Excise Duty, Cess whichever applicable to the Company has generally been regularly deposited with the appropriate Authorities during the year.

b) The following disputed statutory liabilities have not been deposited as the Tribunal has decided the matter in favour of the company. However the effect order of the same is yet to be passed by the assessing officer.

Nature Assessment Year Forum Amount Involved

Income Tax 2000-2001 Income Tax Appellate 5,94,267/- Tribunal

Income Tax 2001-2002 -do- 2,42,699/-

Income Tax 2002-2003 -do- 2,37,564/-

Income Tax 2003-2004 -do- 920/-

10) The Company does not have any accumulated losses at the end of the financial year and it has not incurred any cash losses in the immediately preceding financial year. Howeverthe Company has incurred cash losses in the current financial year.

11) Based on our audit procedures and as per the information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to bank.

12) In our opinion and according to the information and explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion the Company is not a chit fund or nidhi/mutual benefit fund/socities.Therefore, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company.

14) According to the information and explanations given to us, the Company is not dealing / trading in shares and securities, debentures and other investments. Therefore, the provisions of Clause 4 (xiv) of the Order are not applicable to the Company. However, the share and other securities kept as long term investment have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from the Bank or Financial Institutions.

16) To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the Company were prima facie, applied for the purpose for which these loans were obtained.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash flow Statement of the Company, we report that no fund raised on short term basis have been used for long term investment.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year and hence the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19) The Company has not raised any debentures during the year and hence question of creating any securities in respect of debentures does not arise.

20) The Company has not raised any money through 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 & 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 being informed of such case by the Management.

For DAS & PRASAD

Chartered Accountants

Firm Registration No. 0303054E

4, Chowringhee Lane, P. K. AGARWAL

Kolkata Partner

30th May, 2012 Membership No.056921

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Mar 31, 2010

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

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004, (together "the Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of "The Companies Act, 1956" of India (The "Act") and on the basis of such checks of the books & 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 & 5 of the said Order.

4. Furtherto our comments in the annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations , which to the best of our knowledge and belief were necessary forthe purpose of our audit;

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

c) The Balance Sheet, the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, the Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on 31 st March, 2010 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31 st March, 2010 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit & Loss Account and Cash Flow Statement read together with the Statement of Significant Accounting Policies and Notes as given in Schedule 12 give the information required by the Companies Act, 1956 in the prescribed manner so required and also give a true and fair view in conformity with accounting principles generally accepted in India:

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

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 forthe year ended on that date.

ANNEXURE TO AUDITORS REPORT

(Referred to in paragraph 3 of the Auditors Report of even date to the Members of Ledo Tea Company Limited on the Financial Statements for the year ended 31 st 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 at all its locations were physically verified by the Management at reasonable intervals during theyear. As informed, no material discrepancies were noticed on such verification.

c) . According to the information and explanations given to us, there were no substantial dispositions of fixed assets during the year.

2) a) As explained to us, the Management has conducted physical verification of inventory at reasonable intervals. In our opinion the same is adequate in relation to the size of the Company and the nature of its business.

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 is reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) In respect of loans granted / obtained by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and according to the information and explanations given to us :-

a) The Company has not granted any Inter Corporate Loans to any companies, firms and any other parties listed in the register maintained under Section 301 of the Act. Hence, Clause 3 (b), 3(c) & 3(d) of the Order are not applicable to the Company.

b) The Company has taken unsecured loan from a Company under the same Management. At the year end the outstanding balance of such loan was Rs. NIL and maximum amount involved during the year was Rs. 19,00,000/-.

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

d) In respect of aforesaid loan the Company is regular in repayment of the principal amount as stipulated and is also regular in payment of interest wherever applicable.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets, and for the sale of goods. During the course of audit, no major weakness has been noticed in the internal control in respect of these areas.

5) In respect of the contracts and arrangements referred to in Section 301 of the Companies Act,1956:

a) In our opinion and according to the explanation given to us the transaction made in pursuance of contracts or arrangements, that needed to be entered in the Register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information given to us there are no transactions in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/- (Rs. Five Lakhs only) or more in respect of any party in the said financial year.

6) According to the information and explanations given to us, the Company has not accepted any deposits from the public under section 58A and 58AA of the Companies Act, 1956. Therefore, the provisions of Clause (vi) of the Order are not applicable to the Company.

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

8) The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of tea manufacturing activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie tho prescribed accounts and reports have been made and maintained. We have, however not carried out detailed examinations of the same.

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

a) Undisputed Statutory Dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess whichever applicable to the Company has generally been regularly deposited with the appropriate Authorities during the year.

b) The following disputed statutory liabilities have not been deposited in view of pending Appeals;

Nature Forum Amount involved

Income Tax Income Tax Appellate 5,94,267/- (Asst. Year 2000-2001) Tribunal

Income Tax -do- 2,42,699/- (Asst. Year 2001-2002)

Income Tax -do- 2,37,564/- (Asst. Year 2002-2003)

Income Tax -do- 920/-

(Asst. Year 2003-2004)

The Tribunal has decided the matter in favour of the Company. However the effect of the order is yet to be given by the assessing officer.

10) The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediate preceding financial year.

11) Based on our audit procedures and as per the information and explanations given to us by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to bank.

12) In our opinion and according to the information and explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion the Company is not a chit fund or nidhi/mutual benefit fund/societies.Therefore, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company.

14) According to the information and explanations given to us, the Company is not dealing / trading in shares and securities, debentures and other investments. Therefore, the provisions of Clause 4 (xiv) of the Order are not applicable to the Company. However, the share and other securities kept as long term investment have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from the Bank or Financial Institutions.

16) To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the Company were prima facie, applied for the purpose for which these loans were obtained.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, we report that no fund raised on short term basis have been used for long term investment.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year and hence the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19) The Company has not raised any debentures during the year and hence question of creating any securities in respect of debentures does not arise.

20) The Company has not raised any money through 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 & 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 DAS & PRASAD

Chartered Accountants

FRN Registration No. 0303054E

4, Chowringhee Lane, P. K. AGARWAL

Kolkata Partner

29th May, 2010 Membership No.056921