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Auditor Report of Tyroon Tea Company Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of TYROON TEA COMPANY LIMITED ("the Company"), which comprise of the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss, the Cash Flow Statement, significant accounting policies and other notes for the year ended on that date.

Management's Responsibility for the 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 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 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.

Auditors' Responsibility

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

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

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

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

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 31, 2015;

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, of 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in. the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, 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 accounts as required by law have been kept by the Company so far as appears from our examination of those;

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

d. In our opinion, the Balance Sheet, Statement of Profit and loss and Cash Flow Statement comply with the Accounting Standards 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms .of section 164 (2) of the Act.

f. 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 does not have any Pending litigations having material impact on the financial position of the Company have been disclosed in the financial statement as required in terms of the accounting standards and provisions of the Companies Act, 2013;

ii. The Company does 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 AUDITOR'S REPORT OUR REPORT OF EVEN DATE.

i. (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 where physically verified by the Management according to phased program of verification, which In our opinion is reasonable having regard to the size of the Company and the nature of its business. Discrepancies noticed on such verifications were not material.

ii. (a) As explained to us, the inventories of the Company except materials lying with the third parties have been physically verified by the management at reasonable intervals during the year / at the year-end, in our opinion and according to the information and explanations given to us, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories except in respect of materials lying with third parties followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business,

(c) On the basis of examination of the records of Inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory.

Discrepancies noticed on the physical verification of stocks were not material.

iii. The Company has not granted any loans secured or unsecured to companies, firms or parties covered in the register maintained under Section 189 of the Act. Accordingly, clause 3 (iii) of the Order is not applicable to the Company.

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 nature of its business with regard to the purchase of inventory, fixed assets and sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

v. The Company has not accepted any deposits from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder.

vi. As explained to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Act.

vii. (a) According to the information and explanations given to us and as per the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Professional Tax, Sales Tax, Wealth tax, Service Tax, Excise Duty, Cess and any other statutory dues applicable to It. However, according to the information and explanations given to us, there is no undisputed amounts payable in respect of these which were in arrears as on 31st March. 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no disputed dues of sales tax, Income tax, customs duty, wealth tax, excise duty, service tax, and Cess, as at 31st March, 2015

(c) 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 as at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix. In our opinion and on the basis of 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 financial institutions and banks. There are no debenture holders.

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

xi. As per the information and explanation given to us, the Company has not availed fresh term loan during the year.

xii. During the course of our examination of the books of account carried out in accordance with 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 such case by the Management.

For Lodha & Co. Chartered Accountants Firm ICAI Registration No. 301051E (H. K. Verma) Place : Kolkata Partner Date : 29th May, 2015 Membership No. 055104




Mar 31, 2014

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

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 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.

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 judgement, 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 qualified audit opinion.

Basis for Qualified Opinion

a) Investments in respect of which eventual shortfall in value thereof and recoverability of advances and their impact, if any are currently not ascertainable (Note no. 12.2 and 12.3).

ANNEXURE REFERRED TO IN PARAGRAPH 60F OUR REPORT OF EVEN DATE

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

(b) The Fixed assets of the company were physically verified by the management according to phased program of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. Discrepancies noticed on such verifications were not material.

(c) The company has not disposed off a substantial part of its fixed assets during the year, which affect its going concern status.

ii) (a) As explained to us, the inventories of the Company except materials lying with the third parties have been physically verified by the Management at reasonable intervals during the year/at the year end. In our opinion and according to the information and explanations given to us, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories except in respect of materials lying with third parties followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of examination of the records of Inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of Inventory. Discrepancies noticed on the physical verification of stocks were not material.

iii) On the basis of examination of the records and according to the information and explanations given to us, the company has not taken/granted any loans, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 301 of the Act during the year. Accordingly, the provisions of clause 4(iii) (b) to (g) of the order are not applicable to the company.

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 nature of its business with regard to the purchase of Inventory, Fixed Assets and sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

v) According to the information and explanations given to us, there are no transactions that need to entered into the register in pursuance of section 301 of the Act. Accordingly, the provisions of clause 4(v) (b) of the order are not applicable to the company.

vi) The company has not accepted any deposits from the public during the year within the meaning of the provisions of section 58A, 58AA or any other relevant provision of the Act and rules made thereunder.

vii) The Company has an internal audit system which covers certain specific areas of operations/ process and therefore the scope thereof needs to be enlarged and the system followed needs to be further strengthened.

viii) As explained to us, the Central Government has prescribed the maintenance of cost records under section 209(1)(d) of the Act for manufacture of tea. The Company is in the process of compiling such records. However in the absence of these records we have not been able to carry out the review of the same.

ix) According to the information and explanations given to us and as per the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Professional Tax, Sales Tax, Wealth tax, Service Tax, Excise Duty, Cess and any other statutory dues applicable to it. However, according to the information and explanation given to us, there is no undisputed amounts payable in respect of these which were in arrears as on 31st March, 2014 for a period of more than six months from the date they became payable.

x) There are no accumulated losses as at the close of the financial year. The Company has not incurred cash losses during the year and in the immediately preceding previous financial year.

xi) Based on our examination of documents and records and according to information and explanations given to us, the company has not defaulted in repayment of dues to Financial Institutions and banks. There are no debenture holders.

xii) Based on our examination of documents and records and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a Chit fund or a Nidhi/Mutual benefit fund/society. Accordingly, the provisions of the clause 4(xiii) of the Order are not applicable to the Company.

xiv) The Company is not dealing and trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

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

xvi) As per the information and explanation given to us, the Company has not availed fresh term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the Company has not utilized short term funds for long term purposes.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) On the basis of the examination of the records, the company has not issued any debentures.

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

xxi) During the course of our examination of the books of account carried out in accordance with 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 such case by the Management.

For Lodha & Co.

Chartered Accountants Firm ICAI Registration No. : 301051E

Place: Kolkata (H. K. Verma)

Dated: the 29th day of May, 2014 Partner

Membership No. 055104


Mar 31, 2012

We have audited the attached Balance Sheet of Tyroon Tea Company Limited as at 31st March, 2012, and also the Statement of Profit and Loss also the Cash Flow Statement for the year ended on that date. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amount 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.

I. As required by the Companies (Auditor's Report) Order, 2003 (the order) as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (the Act), and according to the information and explanations given to us and 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 said order.

II. Attention is invited to the following notes to the financial statements regarding :

i) Computation of income tax based on certain opinion / interpretation and their impact, if any, are currently not ascertainable (Note 10 (a)).

ii) Investments in respect of which eventual shortfall in value thereof and recoverability of advances and their impact, if any are currently not ascertainable (Note no. 12 (a)).

iii) Certain loans which have become overdue for re-payment in respect of which eventual shortfall in values thereof and their impact, if any, are currently not ascertainable (Note 13(a)).

III. We further report that the overall impact of items mentioned in Para II above has not been ascertained and therefore, cannot be commented upon by us.

IV. 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 purpose of our audit;

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

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

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

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director of the company 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 as given in Para II above with their resultant impact and including overall impact as given in para III above (presently not ascertainable) and Note 8(a) to the financial statement, regarding non-availablity of details relating to Micro, Small and Medium Enterprise Development Act, 2006 and read together with the other notes thereon 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 :

i) In the 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 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 REFERRED TO IN PARAGRAPH 1 OF AUDITOR'S REPORT OF EVEN DATE

i) (a) The company has maintained proper records showing full particulars including quantitative

details and situations of fixed assets.

(b) The Fixed assets of the company were physically verified by the management according to phased program of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. Discrepancies noticed on such verifications were not material.

(c) The company has not disposed off a substantial part of its fixed assets during the year, which affect its going concern status.

ii) (a) As explained to us, the inventories of the Company except materials lying with the third

parties have been physically verified by the Management at reasonable intervals during the year/at the year end. In our opinion and according to information and explanations given to us, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories except in respect of materials lying with third parties followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of examination of the records of Inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of Inventory. Discrepancies noticed on the physical verification of stocks were not material.

iii) On the basis of examination of the records and according to the information and explanations given to us, the company has not taken/granted any loans, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 301 of the Act during the year. Accordingly, the provisions of clause 4(iii) (b) to (g) of the order are not applicable to the company.

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 nature of its business with regard to the purchase of Inventory, Fixed Assets and sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

v) According to the information and explanations given to us, there are no transactions that need to entered into the register in pursuance of section 301 of the Act. Accordingly, the provisions of clause 4(v) (b) of the order are not applicable to the company.

vi) The company has not accepted any deposits from the public during the year within the meaning of the provisions of section 58A, 58AA or any other relevant provision of the Act and rules made there under.

vii) The Company has an internal audit system which covers certain specific areas of operations/ processes and therefore the scope thereof needs to be enlarged and the system followed needs to be further strengthened.

viii) As explained to us, the Central Government has prescribed the maintenance of cost records under section 209(1 )(d) of the Act for manufacture of tea. The Company is in the process of compiling such records. However in the absence of these records we have not been able to carry out the review of the same.

ix) According to the information and explanations given to us and as per the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Professional Tax, Sales Tax, Wealth tax, Service Tax, Excise Duty, Cess and any other statutory dues applicable to it. However, according to the information and explanation given to us, there is no undisputed amounts payable in respect of these which were in arrears as on 31st March, 2012 for a period of more than six months from the date they became payable.

x) There are no accumulated losses as at the close of the financial year. The Company has not incurred cash losses during the year and in the immediately preceding previous financial year.

ix) Based on our examination of documents and records and according to information and explanations given to us, the company has not defaulted in repayment of dues to Financial Institutions and banks. There are no debenture holders.

xii) Based on our examination of documents and records and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a Chit fund or a Nidhi/Mutual benefit fund/society. Accordingly, the provisions of the clause 4(xiii) of the Order are not applicable to the Company.

xiv) The Company is not dealing and trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

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

xvi) As per the information and explanation given to us, the Company has not availed fresh term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the Company has not utilized short term funds for long term purposes.

xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act.

xix) On the basis of the examination of the records, the company has not issued any debentures.

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

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 such case by the Management.

For Lodha & Co.

Chartered Accountants

Firm ICAI Registration No. : 301051

Place: Kolkata (H. S. Jha)

Dated: the 31st day of July, 2012 Partner

Membership No. 55854


Mar 31, 2010

We have audited the attached Balance Sheet of Tyroon Tea Company Limited as at 31st March, 2010, the Profit and Loss account and also the Cash Flow Statement for the year ended on that date. 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.

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 misstatements. An audit includes examining, on a test basis, evidence supporting the amount 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.

I. As required by the Companies (Auditors Report) Order, 2003 ("the order") as amended by the Comapnies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ("the Act"), and according to the information and explanations given to us and 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 said order.

II. Attention is invited to the following notes of Schedule 15 regarding :

i) Certain loans which have become overdue for payment in respect of which eventual shortfall In values thereof and their impact, if any. are currently not ascertainable (Note 5).

ii) Computation of income tax based on certain opinion / interpretation and their impact, it any, are currently not ascertainable (Note 7(i)).

iii) Investments in respect of which eventual shortfall in value thereof and recoverability of advances and their impact, if any are currently not ascertainable (Note no. 9 and 10)

III. We further report that the overall impact of hems mentioned in Para II above has not been ascertained and therefore, cannot be commented upon by us.

IV. 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 purpose of our audit;

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

c) The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of accounts;

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

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2010 from being appointed as a director of the company 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 as given in Para II above with their resultant impact and including overall impact as given in para III above (presently not ascertainable) and Note 13 of Schedule 15 regarding non-availablity of details relating to Micro, Small and Medium Enterprise Development Act, 2006 and read together with the other notes thereon 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 :

i) In the case of the Balance Sheet, of the State of affairs of the company as at 31st March, 2010;

ii) In case of Profit and Loss account, of the profit for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF AUDITORS REPORT OF EVEN DATE

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

(b) The Fixed assets of the company were physicaly verified by the management according to phased program of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. Discrepancies noticed on such verifications were not material.

(c) The company has not disposed off a substantial part of its fixed assets during the year, which affect its going concern status.

II) (a) As explained to us, the inventories of the company except materials lying with the third parties have been physically verified by the Management at reasonable intervals during the year/at the year end. In our opinion and according to information and explanations given to us, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories except in respect of materials lying with third parties followed by the Management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) On the basis of examination of the records of Inventory and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of Inventory. Discrepancies noticed on the physical verification of stock were not material.

III) On the basis of examination of the records and according to the information and explanations given to us, the company has not taken/granted any loans, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 301 of the Act during the year. Accordingly, the provisions of clause 4(iii) (b) to (g) of the order are not applicable to the company. However, interest amounting to Rs. 20,79,050 is overdue from a company covered in the register maintained under Section 301 of the Act.

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 nature ol its business with regard to the purchase of Inventory, Fixed Assets and sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

V) According to the information and explanations given to us, there are no transactions that need to entered into the register in pursuance of section 301 of the Act. Accordingly, the provisions of clause 4(v) (b) of the order are not applicable to the company.

VI) The company has not accepted any deposits from the public during the year within the meaning of Ihe provisions of section 58A, 58AA or any other relevant provision of the Act and rules made thereunder.

VII) The Company has an internal audit system which covers certain specific areas of operations/ processes and therefore the scope thereof needs to be enlarged and the system followed needs to be further strengthened.

VIII) As explained to us, the Central Government has prescribed the maintenance of cost records under section 209(1 )(d) of the Act for the manufacture of tea. The Company is in the process of compiling such records. However in the absence of these records we have not been able to carry out the review of the same.

IX) According to the information and explanations given to us and as per the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Professional Tax, Sales Tax, Wealth tax, Service Tax, Excise Duty, Cess and any other statutory dues applicable to it. However, according to the information and explanation given to us, there is no undisputed amounts payable in respect of these which were in arrears as on 31st March, 2010 for a period of more than six months from the date they became payable.

X) The accumulated losses of the company as at the close of the financial year does not exceed fifty percent of its net worth and it has not incurred any cash losses in the financial year and in the immediately preceding financial year. The effect of unquantified qualifications has not been taken into consideration for the purpose of making comment in respect of this clause.

XI) Based on our examination of documents and records and according to information and explanations given to us, the company has not defaulted in repayment of dues to Financial Institutions and banks. There are no debenture holders.

XII) Based on our examination of documents and records and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII) The company is not a Chit fund or a Nidhi/Mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the order are not applicable to the company.

XIV) The company is not dealing and trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the company.

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

XVI) As per the information and explanation given to us, the Company has not availed fresh term loan during the year.

XVII) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the company has not utilised short term funds for long term investment.

XVIII)The company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act.

XIX) On the basis of the examination of the records, the company has not issued any debentures.

XX) The company has not raised any money by public issue during the year.

XXI) During the course of our examinations 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 such case by the Management.



For Lodha & Co.

Chartered Accountants

Firm ICAI Registration No. : 301051E

Place: Kolkata (H. S. Jha)

Dated: the 31st day of July, 2010 Partner

Membership No. 55854

 
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