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Auditor Report of Longview Tea Company Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Longview Tea Company Limited ("the Company"), which comprise the Balance Sheet as at March 31st 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other notes for the year ended on that date.

2) Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 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 are free from material misstatement, whether due to fraud or error.

3) Auditor''s Responsibility

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

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

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

4) Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31st 2014;

(b) In the case of the Statement of profit and loss, of the profit for the year ended on that date; and

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

5) Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act and according to the

information and explanations given to us and also on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

ii. As required by section 227(3) of the Act, we report that :

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting standards referred to in sub section (3C) of Section 211 of the 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;

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

ANNEXURE TO THE AUDITOR''S REPORT (Referred to in paragraph 5 of our Audit Report of even date)

1) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we report that :

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

(b) The fixed assets are physically verified by the management which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed, no material discrepancies were noted on such verification.

(c) The Company has not disposed off substantial part of its fixed assets during the year.

ii) The Company is engaged in trading of tea and ferrous metals. Stock of tea or ferrous metals is physically verified at the time of sale. The company does not have any inventory at the year end. Keeping in view, the nature of operations, in our opinion, the procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

iii) a) The Company has not granted any loans, secured or unsecured to any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii) (a) to (d) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses 4(iii) (e) to (g) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

iv) 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 the purchase of inventory, plant and machinery, equipment and other assets.

v) According to the information and explanation provided by the management, we are of the opinion that during the year there are no transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956. Having regard to the same, clause 4(v) (b) of the order as aforesaid is not applicable.

vi) The Company has not accepted any public deposits during the year. Therefore, the provisions of the clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

vii) The Company''s Internal Audit has been carried out by a firm of Chartered Accountants. The internal audit system in respect of areas covered is commensurate with the size and nature of the business of Company.

viii) There is no requirement for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956.

ix) (a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. There is no such dues outstanding as on 31st March 2014 for a period of more than six months from the date these became payable.

(b) According to the records of the Company, there are no undisputed dues of Wealth tax, Custom Duty and Cess except Income Tax, Sales tax, Excise Duty that have not been deposited on account of dispute as per the statement on disputed dues given as under. No details were made available for our verification in respect of demand of Rs. 2,43,748 on account of Agricultural Income Tax.

Particulars Assessment Year Amount (Rs.) Forum where appeal is pending

Excise Duty 1999-2000 7,92,688 High Court, Calcutta

Sales Tax 1977-78; ''78-79; 1,65,658 No details were made available ''79-''80 & ''80-''81 as to the forum where appeal is pending

1995-''96 3,08,095.51 Assistant Commissioner

1998-''99 19,34,613.28 Assistant Commissioner

2000-''01 1,46,090 Tribunal

x) Based on the financial statements covered pursuant to this report, the accumulated losses of the Company has not exceeded 50% of its net worth at the end of the financial year and the Company has not incurred cash losses during the financial year or in the immediately preceding financial year.

xi) The Company has not borrowed any money from banks, financial institution and against debentures and as such the provisions of the clause 4(xi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xii) The Company has not granted any loans and advances on the basis of security provided by way of pledge of shares. Accordingly, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiv) In respect of investments made by the Company in Shares, Securities, Debentures, etc. proper records have been maintained. These investments are held in the name of the Company.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions and as such the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loans during the year. Accordingly, the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no short-term funds have been used for long term investments during the year.

xviii) The Company has not made any preferential allotment of shares during the year. Therefore, the provisions of the clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xix) The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised money by public issue during the year. Therefore, the provisions of the clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xxi) During the course of our examination of the books of accounts carried out in accordance with the generally accepted auditing practices in India, we have neither come across any incidence on or by the Company nor have we been informed of any of such case by the management.

For LODHA & CO. Chartered Accountants Firm ICAI Registration No.: 301051E

H.K. Verma Place : Kolkata Partner Date : 30th May 2014 Membership No. 055104


Mar 31, 2013

1) Report on the Financial Statements

We have audited the accompanying financial statements of Longview Tea Company Limited ("the Company"), which comprise the Balance Sheet as at March 31st 2013, and 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.

2) Management''s Responsibility for the Financial Statements

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

3) Auditor''s Responsibility

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

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

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

4) Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31st 2013;

(b) In the case of the Statement of profit and loss, of the profit for the year ended on that date; and

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

5) Report on Other Legal and Regulatory Requirements

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

ii. As required by section 227(3) of the Act, we report that:

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

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 5 of our Audit Report of even date)

1) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we report that:

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

(b) The fixed assets are physically verified by the management which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed, no material discrepancies were noted on such verification.

(c) The Company has not disposed off substantial part of its fixed assets during the year.

ii) The Company is engaged in trading of tea and ferrous metals. Stock of tea or ferrous metals is physically verified at the time of sale. The company does not have any inventory at the year end. Keeping in view, the nature of operations, in our opinion, the procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

iii) a) The Company has granted unsecured loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year and year-end balance of such loan given aggregating to Rs. 9,48,89,000 and Rs. 7,69,58,574 respectively.

b) According to the information and explanations given to us, the rate of interest and other terms and conditions on which such loan granted were prima facie not prejudicial to the interest of the company.

c) According to the information and explanations given to us, stipulation and repayment terms on which this loan is given on demand basis. The company was regular in receipt of interest.

d) In respect of the loan granted there was no amount overdue at the year-end.

e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses 4(iii) (e) to (g) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

iv) 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 the purchase of inventory, plant and machinery, equipment and other assets.

v) According to the information and explanation given to us, we are of the opinion that the company has entered all the transactions required to be entered in the register maintained under section 301 of the Companies Act, 1956.

vi) The Company has not accepted any public deposits during the year. Therefore, the provisions of the clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

vii) The Company''s internal audit has been carried out by a firm of Chartered Accountants. The internal audit system in respect of areas covered is commensurate with the size and nature of the business of Company.

viii) There is no requirement for maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956.

ix) (a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. There is no such dues outstanding as on 31sl March 2013 for a period of more than six months from the date these became payable.

(b) According to the records of the Company, there are no undisputed dues of Wealth tax, Custom Duty and Cess except Income Tax, Sales tax, Excise Duty that have not been deposited on account of dispute as per the statement on disputed dues given as under. No details were made available for our verification in respect of demand of Rs. 2,43,748 on account of Agricultural Income Tax.

Particulars Assessment Year Amount (Rs.) Forum where appeal is pending

Excise Duty 1999-2000 7,92,688 High Court, Calcutta

Sales Tax 1977-78; 78-79; 1,65,658 No details were made available as to

79-''80 & 80-''81 the forum where appeal is pending

1995-''96 095.51 Assistant Commissioner

1998-''99 19,34,613.28 Assistant Commissioner

2000-''01 1,46,090 Tribunal

x) Based on the financial statements covered pursuant to this report, the accumulated losses of the Company has not exceeded 50% of its net worth at the end of the financial year and the Company has not incurred cash losses during the financial year or in the immediately preceding financial year.

xi) The Company has not borrowed any money from banks, financial institution and against debentures and as such the provisions of the clause 4(xi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xii) The Company has not granted any loans and advances on the basis of security provided by way of pledge of shares. Accordingly, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiv) In respect of investments made by the Company in Shares, Securities, Debentures, etc. proper records have been maintained. These investments are held in the name of the Company.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions and as such the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loans during the year. Accordingly, the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no short-term funds have been used for long term investments during the year.

xviii) The Company has not made any preferential allotment of shares during the year. Therefore, the provisions of the clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xix) The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised money by public issue during the year. Therefore, the provisions of the clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xxi) During the course of our examination of the books of accounts carried out in accordance with the generally accepted auditing practices in India, we have neither come across any incidence on or by the Company nor have we been informed of any of such case by the management.

For LODHA & CO.

Chartered Accountants

Firm ICAI Registration No.: 301051E

H.K. Verma Place : Kolkata Partner

Date : 30 th May 2013 Membership No. 055104


Mar 31, 2012

We have audited the attached Balance Sheet of Longview Tea Company Limited as at 31st March, 2012 and the Statement of Profit and Loss along with the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test 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.

1) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we report that:

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

(b) The fixed assets are physically verified by the management which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed, no material discrepancies were noted on such verification.

(c) The Company has not disposed off substantial part of its fixed assets during the year.

ii) The Company is engaged in trading of tea. Stock of tea is physically verified at the time of sale. The company does not have any inventory at the year end. Keeping in view, the nature of operations, in our opinion, the procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

iii) The company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clause 4(iii) (b) to (g) of the Companies (Auditors' Report) Order, 2003 are not applicable.

iv) 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 the purchase of inventory, plant and machinery, equipment and other assets.

v) In our opinion and according to the information and explanations given to us, there were no transactions that need to be entered into the register in pursuance of section 301 of the Companies Act 1956. Therefore the provisions of clause 4(v) (b) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

vi) The Company has not accepted any public deposits during the year. Therefore, the provisions of the clause 4(vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

vii) No internal audit has been conducted during the year.

viii) There is no requirement for maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956.

ix) (a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. There is no such dues outstanding as on 31st March 2012 for a period of more than six months from the date these became payable.

(b) According to the records of the Company, there are no undisputed dues of Wealth tax, Custom Duty and Cess except Income Tax, Sales tax, Excise Duty that have not been deposited on account of dispute as per the statement on disputed dues given as under. No details were made on available for our verification in respect of demand of Rs. 2,43,748 on account of Agricultural Income Tax.

Particulars Assessment Year Amount (Rs.) Forum where appeal is pending

Excise Duty 1999-2000 7,92,688 High Court, Calcutta

Sales Tax 1977-78; 78-79; 1,65,658 No details were made available as to 79-'80 & '80-'81 the forum where appeal is pending 1995-'96 3,08,095.51 Assistant Commissioner

1998-'99 19,34,613.28 Assistant Commissioner

2000-'01 1,46,090 Tribunal

x) Based on the financial statements covered pursuant to this report, the accumulated losses of the Company has not exceeded 50% of its net worth at the end of the financial year and the Company has not incurred cash losses during the financial year or in the immediately preceding financial year.

xi) The Company has not borrowed any money from banks, financial institution and against debentures and as such the provisions of the clause 4(xi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xii) The Company has not granted any loans and advances on the basis of security provided by way of pledge of shares. Accordingly, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) In respect of investments made by the Company in Shares, Securities, Debentures, etc. proper records have been maintained. These investments are held in the name of the Company except for 600 shares of Deepak Spinners Ltd.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions and as such the provisions of clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loans during the year. Accordingly, the provisions of clause 4(xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no short-term funds have been used for long term investments during the year.

xviii)The Company has not made any preferential allotment of shares during the year. Therefore, the provisions of the clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xix) The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised money by public issue during the year. Therefore, the provisions of the clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xxi) During the course of our examination of the books of accounts carried out in accordance with the generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any of such case by the management.

2) Attention is invited to following Notes

i) Note No. 12.1 regarding non-provision of overdue debtors amounting to Rs. 3,500,000 resulting in higher balance of debtors by Rs. 3,500,000 and loss being lower to that extent.

ii) Note No. 14.1 regarding accrual of income on certain loans and advances considering these as good and recoverable. Consequently, the loans & advances and interest receivable are higher by Rs. 41,40,829 and Rs. 1,65,89,203 respectively and profit for the year higher by Rs. 2,07,30,032.

3) Further to the above we report that, had the impact of the items mentioned in Para 2(i) and 2(ii) above have been given in the accounts, the loss for the year would have been Rs. 1,76,82,203. (as against reported figures of profit of Rs. 65,47,600), Profit and Loss balance in the balance sheet would have been Rs. 3,71,60,573 (as against reported figure of Rs. 1,29,30,541), Interest Receivable would have been nil (as against reported figure of Rs. 1,65,89,203), Loans and advances would be Rs. 8,17,84,112 (as against reported figure of Rs. 8,59,24,941.) and debtors would have been nil (as against reported figure of Rs. 35,00,000).

4) Further to the above, we report that:

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

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

(c) The Balance Sheet, 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 dealt with by this report comply with the Accounting Standards referred to in Sub-Section 3(C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors and taken on record the Board of Directors, we report that none of the directors of the Company is 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;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to our remarks with the resultant impact as given in para 2 above and together with the overall impact (to the extent ascertainable) as given in para 3 above and read together with other Notes, give the information required by the Companies Act, 1956 in the manner so required give a true and fair view in conformity with Accounting Principles generally accepted in India.:

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

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

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

For Lodha & Co.

Chartered Accountants

Firm's ICAI Registration No. 301051E

H.K VERMA

Place : Kolkata Partner

Date : 29th May, 2012 Membership No. 55104


Mar 31, 2010

We have audited the attached Balance Sheet of Longview Tea Company Limited as at 31st March, 2010 and the Profit and Loss Account along with the Cash Flow Statement for the year ended on that date annexed thereto.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test 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.

1) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we report that :

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

(b) The fixed assets are physically verified by the management which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed, no material discrepancies were noted on such verification.

(c) The Company has not disposed off substantial part of its fixed assets during the year.

ii) The company does not have any inventory. Accordingly, the provision of Clause (ii) of the Companies

(Auditor's Report) Order, 2003 is not applicable to the Company.

iii) The company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clause 4(iii) (b) to (g) of the Companies (Auditors' Report) Order, 2003 are not applicable.

iv) 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 the purchase of stores, raw materials, plant and machinery, equipment and other assets.

v) In our opinion and according to the information and explanations given to us, there were no transactions that need to be entered into the register in pursuance of section 301 of the Companies Act 1956. Therefore the provisions of clause 4(v)(b) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

vi) The Company has not accepted any public deposits during the year. Therefore, the provisions of the clause 4(vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

vii) No internal audit has been conducted during the year. viii) There is no requirement for maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956.

ix) (a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. There is no such dues outstanding as on 31 st March 2010 for a period of more than six months from the date these became payable.

(b) According to the records of the Company, there are no undisputed dues of Wealth tax, Custom Duty and Cess except Income Tax, Sales tax, Excise Duty that have not been deposited on account of dispute as per the statement on disputed dues given as under.

Particulars Assessment Year Amount (Rs.) Forum where appeal is pending

Excise Duty 1999-2000 7,92,688 High Court, Calcutta

Sales Tax 1995-96 3,08,095.51 Assistant Commissioner

1998-99 19,34,613.28 Assistant Commissioner

2000-01 1,46,090 Tribunal

x) Based on the financial statements covered pursuant to this report, the accumulated losses of the Company has not exceeded 50% of its net worth at the end of the financial year and the Company has incurred cash losses during the financial year and the immediately preceding financial year.

xi) The Company has not borrowed any money from banks, financial institution and against debentures and as such the provisions of the clause 4(xi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xii) The Company has not granted any loans and advances on the basis of security provided by way of pledge of shares. Accordingly, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) In respect of investments made by the Company in Shares, Securities, Debentures, etc. proper records have been maintained. All the investments have been held by the company in its own name.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions and as such the provisions of clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loans during the year. Accordingly, the provisions of clause 4(xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no short-term funds have been used for long term investments during the year.

xviii) The Company has not made any preferential allotment of shares during the year. Therefore, the provisions of the clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xix) The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised money by public issue during the year. Therefore, the provisions of the clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xxi) During the course of our examination of the books of accounts carried out in accordance with the generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any of such case by the management.

2) According to the information and explanations given to us and on the basis of test checks carried out by us during the course of the audit of the Company, our report on the matters specified under para 3A and 3C of Non Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 1998 is as follows :

i) The company is engaged in the business of Non-banking financial institution and it has not obtained a Certificate of Registration with the Reserve Bank of India as Non Banking Financial Company carrying on the business without accepting public deposits.

ii) The company is not an Asset Finance Company (AFC) as defined in Non Banking Financial Company Acceptance of public Deposits (Reserve Bank) Directions 1998 with reference to the business carried on by it during the financial year and therefore provisions of Para 3(A)(III) are not applicable to the company.

iii) The Board of Directors have passed the resolution for non-acceptance of the public deposits.

iv) The Company has not accepted any public deposits during the year.

v) Except as stated in para 3 below, the company has complied with prudential norms on income recognition, accounting standard, asset classification and provisioning for bad and doubtful debts as specified in directions issued by the Reserve Bank of India in terms of the Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

vi) The company is not a Systematically Important Non Deposit taking NBFCs as defined in paragraph 2(1)(xix) of the Non - Banking Financial (Non Deposit Accepting or holding ) Companies Prudential Norms (Reserve Bank) Directions ,2007 and therefore provisions of Para3(C)(iv)are not applicable to the company.

3) Attention is invited to following notes of Schedule 14

i) Note No.3 regarding non-provision of overdue debtors amounting to Rs. 3,575,371 resulting in higher balance of debtors by Rs. 3,575,371 and loss being lower to that extent.

ii) Note No.4 regarding non-confirmation of certain balances and pending reconciliation and adjustments arising there from, impact whereof is presently not ascertainable.

iii) Note No.6 regarding accrual of income on certain loans and advances considering and provisioning against same considering these as good and recoverable instead of treating the advances as non- performing asset (NPA) as defined in the prudential norms for Non Banking Financial Companies issued by the Reserve Bank of India. Consequently, the loans & advances and interest receivable are higher by Rs. 4,140,829 and Rs1,22,09,377 respectively and loss for the year lower by Rs. 1,63,50,206

4) Further to the above we report that without considering the items mentioned in Para 3(H), had the impact of the items mentioned in Para 3(i) and 3(iii) above have been given in the accounts, the loss for the year would have been Rs. 2,19,01,967 (as against reported figures of Rs 19,76,390), Profit and Loss balance in the balance sheet would have been Rs. 4,57,37,212 (as against reported figure of Rs. 2,58,11,635) Interest Receivable would have been 73,48,421 (as against reported figure of Rs. 1.62,57,798), Loans and advances would be Rs. 6,77,82,373 (as against reported figure of Rs. 7,19,23,202) and debtors would have been nil (as against reported figure of Rs. 3,575,371).

5) Further to the above, we report that :

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

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

(c) The Balance Sheet, Profit and Loss Account 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section 3(C) of Section 211 of the Companies Act,1956;

(e) On the basis of written representations received from the directors and taken on record the Board of Directors, we report that none of the directors of the Company 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;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to our remarks with the resultant impact as given in para 2 and 3 above and together with the overall impact (to the extent ascertainable) as given in para 2 and 3 above and together with the overall impact (to the extent ascertainable) as given in para 4 above and read together with Notes of Schedule 14, give the information required by the Companies Act, 1956 in the manner so required give a true and fair view in conformity with Accounting Principles generally accepted in India.:

(i) in case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; (ii) in case of the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

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

For Lodha & Co Chartered Accountants Firm's ICAI Registration No. 301051E

H. K. VERMA Partner Membership No. 55104

Place: Kolkata Date : 31st May, 2010