Auditor Report of Cochin Malabar Estates & Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of The Cochin Malabar Estates and Industries Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its 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 Companies Act, 2013, we enclose a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e. On the basis of the written representations received from the directors as on 31st March, 2015 and 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. 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 [Refer Note No. 2.15 A]

ii. The company did not have any long term contracts including derivative contracts for which there were any foreseeable losses.

iii. The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year.

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in our Independent Auditors'' Report to the members of The Cochin Malabar Estates and Industries Limited on the financial statements for the year ended 31st March, 2015.

1. i) The Company has maintained proper records to show full particulars including quantitative details and situation of its Fixed Assets.

(ii) Fixed Assets of the Company were physically verified during the year by the management, wherever possible. According to the information and explanations given to us no material discrepancies were noticed on such verification carried on by the management.

2. No inventories were held by the company at the close of the year and hence the requirements of sub clauses (a) to (c) of clause (ii) of the Order are not applicable.

3. As per the information and explanations provided to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013 and hence the requirements of sub clauses (a) & (b) of clause (iii) of the Order are not applicable.

4. On the basis of checks carried out during the course of audit and as per explanations given to us, in our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls in these respects.

5. The Company has not accepted any deposits from the public during the year.

6. As the Rubber Wood factory are not under operation, Cost records and books of accounts prescribed by the Government of India under sub-section (1) of Section 148 of the Act were not maintained as the need for maintaining the Cost records did not arise during the year.

7. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund,employees'' state insurance, income tax, sales- tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues as applicable with the appropriate authorities and no such dues were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the records of the company and as per the information and explanations provided to us, the dues (net of advances) outstanding in respect of Sales Tax, Income tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess etc., on account of any dispute,are given below:

Name of the Nature of Amount Period to Forum where Statute Dues (Rs.) which the dispute amount pending relates

Central Sales CST Levy on 2,13,331 1988-89 to Supreme Court Tax , 1956 Rubber Cess 1992-93 of India

c) According to the records of the company, no amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. In our opinion, the accumulated loss of the company is not less than fifty percent of its net worth and has not incurred cash losses in the current financial year ended on that date or in the immediately preceding financial year.

9. The company has not borrowed any amount from financial institutions and banks, and hence, the requirements of clause (ix) of the above Order are not applicable to the company.

10. 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.

11. According to the information and explanations given to us by the management, the Company has not availed any term loans, and hence, the requirements of clause (xi) of the above Order are not applicable to the company.

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

Forand on behalf of SINGHI & CO. Chartered Accountants Firm Regn. No. 302049E Pradeep Kumar Singhi Place : Kolkata Partner Date : 15th May, 2015 Membership No. 050773

---

Mar 31, 2014

We have audited the attached financial statements of THE COCHIN MALABAR ESTATES AND INDUSTRIES LIMITED as at 31st March 2014, which comprise the Balance Sheet as at 31st March 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, 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 presentation of the financial statements that give a true and fair view and 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 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 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, subject to our observations in Paragraph 5 below , 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, 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. Emphasis of Matters

Reference is invited to the additional Note appended to Note No. 2.7 of the financial statements regarding non provision of Depreciation in respect of Rubber Wood Division amounting to Rs.11.51 Lacs. (cumulative depreciation unprovided upto 31-03-2014 Rs. 92.12 Lacs) as the Division is not under operation.

6. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order 2003 (as amended) issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies'' Act 1956, we give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that :

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

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

books, except to the extent indicated in paragraph 5 above;

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 dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956, except to the extent indicated in paragraph 5 above;

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

(Referred to in our Report of even date on the financial statements of THE COCHIN MALABAR ESTATES AND INDUSTRIES LIMITED as at and for the year ended 31st March 2014)

1. (i) The Company has maintained proper records to show full particulars including quantitative details and situation of its Fixed Assets.

(ii) Fixed Assets of the Company were physically verified during the year by the management, wherever possible. According to the information and explanations given to us no material discrepancies were noticed on such verification carried on by the management.

(iii) The Company has disposed of a substantial part of fixed assets during the year. However, such disposal does not affect the going concern assumption of the company;

2. No inventories were held by the company at the close of the year.

3. a) As per the information and explanations provided to us, 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 and hence the requirements of sub clauses (b) to (d) of clause (iii) of the Order are not applicable.

b) The company has taken loans, secured and unsecured, from the companies listed in the register maintained under section 301 of the Companies Act, 1956 as per details given below. However the terms and conditions are not prejudicial to the interest of the company.

Particulars No. of Aggregate Aggregate of Parties of Balance Maximum outstanding Balance as on during 31-03- 2014 the year (Rs. in Lacs) (Rs. in Lacs)

Secured Loan 1 Nil 524.27 from Joonktollee Tea and Industries Ltd.

Unsecured Loans 5 Nil 2585.52 taken

c) The rate of interest and other terms and conditions in respect of the unsecured loans taken by the company, are prima facie not prejudicial to the interest of the company.

d) There is no specific stipulations regarding the repayment of the loan and interest amount in respect of the unsecured loans taken. However, as per the information & explanations provided to us, the repayment of the loan and interest amount has been made promptly, as and when demanded.

4. On the basis of checks carried out during the course of audit and as per explanations given to us, in our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory and Fixed Assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls in these respects.

5. As per the information and explanations given to us, no transactions have been undertaken during the year in pursuance of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956;

6. The company has not accepted any deposits from the public during the year, to which the provisions of Section 58-A, 58-AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply;

7. The company does not have a separate Internal Audit system. However, in our opinion, the existing internal control procedures are commensurate with the size and nature of its business;

8. As the Rubber Wood factory are not under operation, Cost records and books of account prescribed by the Government of India under Section 209 (1) (d) of the Act were not maintained as the need for maintaining the Cost records did not arise during the year.

9. a) The company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, cess and other material statutory dues with the appropriate authorities;

b) According to the information and explanations given to us and the books and records examined by us, there was no undisputed amount outstanding as on 31st March'' 2014 in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, cess and other statutory dues for a period of more than six months from the date they became payable;

c) According to the records of the company and as per the information and explanations provided to us, the dues (net of advances) outstanding in respect of Sales Tax, Income tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess etc., on account of any dispute, are given below :

Name of the Nature of Amount Period to Forum Statute Dues (Rs.) which the where amount dispute relates pending

Central Sales CST Levy 2,13,331 1988-89 to Supreme Tax , 1956 on Rubber 1992-93 Court of Cess India

10. In our opinion, the accumulated losses of the company are not less than fifty percent of its net worth and it has not incurred any cash loss in the current financial year. However, it has incurred cash losses in the immediately preceding previous year;

11. The company has not borrowed any amount from financial institutions and banks and hence, the requirements of Para 4 (xi) of the above Order are not applicable to the company;

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities;

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

14. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments, and hence, the requirements of Para 4 (xiv) of the above Order are not applicable to the company;

15. 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;

16. According to the information and explanations given to us by the management, the Company has not availed any term loans, and hence, the requirements of Para 4 (xvi) of the above Order are not applicable to the company;

17. According to the information and explanations given to us, in our opinion, short term funds have not been used for long term purposes or vice versa.

18. During the year, the company has not made any preferential allotment of shares.

19. The company has not issued debentures during the year.

20. The company has not raised any money by way of public issue during the year;

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SINGHI & CO. Chartered Accountants Firm Regn. No. 302049E Sudesh Choraria Place : Chennai Partner Date : 29th May, 2014 Membership No. 204936

---

Mar 31, 2013

1. REPORT ON THE FINANCIAL STATEMENTS

We have audited the attached financial statements of THE COCHIN MALABAR ESTATES AND INDUSTRIES LIMITED as at 31st March 2013, which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date, 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 presentation of the financial statements that give a true and fair view and 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 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 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, subject to our observations in Paragraph 5 below, 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, 2013;

b) in the case of the Statement of Profit & Loss, of the Loss 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. EMPHASIS OF MATTERS

Reference is invited to the following observations, impact of which on the Company''s Profit/Loss, wherever ascertainable, is stated in the respective notes below:

i) We are unable to express an opinion about the profitability ofKinalur estate, the physical condition ofthe assets ofthe estate and adjustment arising out of cancellation of contract as detailed in additional note appended to Note No. 2.7 ofthe financial statements.

ii) Additional Note appended to Note No. 2.8 ofthe financial statements regarding non provision of Depreciation in respect of Rubber Wood Division and Kinalur Estate amounting to f 13.19 Lacs. (cumulative depreciation unprovided upto 31-03- 2013 f 92.11 Lacs).

6. The Cochin Plantation division of the company has been demerged w.e.f. 01.04.2011 pursuant to the Scheme of Arrangement as outlined in Note No. 2.23 B additional notes to the financial statements. Accordingly, the financial statements of the company have been drawn up giving effect to the said Scheme.

7. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor''s Report) Order 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraph 4&5 ofthe said Order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; except to the extent indicated in paragraph 5 above;

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, except to the extent indicated in paragraph 5 above;

c) The Balance Sheet, Statement of Profit & 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 & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except to the extent indicated in paragraph 5 (ii) above;

e) On the basis of the written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(Referred to in our Report of even date on the Financial Statements of THE COCHIN MALABAR ESTATES AND INDUSTRIES LIMITED as at and for the year ended 31st March, 2013).

1. (i) The Company has maintained proper records to show full particulars including quantitative details and situation of its Fixed Assets.

(ii) Fixed Assets of the Company, otherthanthose of Kinalur Estate Division, were physically verified during the year by the management. According to the information and explanations given to us no material discrepancies were noticed on physical verification carried on bythe management.

(iii) Pursuant to the Scheme of Arrangement between Joonktollee Tea & Industries Ltd and the company as approved by Shareholders of the respective companies on 5th April 2012 and sanctioned by the Hon''ble High Court at Calcutta on 3rd December 2012 under the provisions of The Companies Act, 1956, the Cochin Plantation Division of the Company has been demerged from the company w.e.f. 01.04.2011.

2. No inventories were held by the company at the close ofthe year.

3. a) As per the information & explanations provided to us, the company has granted unsecured Loan to its subsidiary company (upto 12.02.2013) listed in the register maintained under Section 301 of the Companies Act, 1956. However the terms and conditions are not prejudicial to the interest of the company. The maximum balance during the year is Rs. 3,08,718 and the closing balance as on 31st March, 2013 is Rs. 3,08,718.

b) The company has taken loans, secured and unsecured, from the companies listed in the register maintained under Section 301 of the Companies Act, 1956 as per details given below. However, the terms and conditions are not prejudicial to the interest of the company.

c) The payment of the principal amount and interest are aspertheagreedterms.

Particulars No. of Aggregate of Parties Balance outstanding as on 31st March, 2013 (Rs. in Lacs)

Secured Loan 1 524.27 from Joonktollee Tea & Industries Ltd.

Unsecured Loans taken 1 1,885.52

Particulars Aggregate of Rate of Security Details Maximum Balance Interest during the year (Rs. in Lacs)

Secured Loan from joonktolle Tea & Industries Ltd. 524.27 Nil Secured against equitable mortgage of Kinalur estate, rubber wood factory and landed properties at Goa

Unsecured Loans taken 1,885.52 18% -

4. On the basis of checks carried out during the course of audit and as per explanations given to us, in our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory and Fixed Assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls in these respects.

5. As per the information and explanations given to us, no transactions have been undertaken during the year in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. The company has not accepted any deposits from the public during the year, to which the provisions of Section 58-A, 58-AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

7. The company has an Internal Audit System commen- surate with the size and nature of its business.

8. As the Kinalur Estate and Rubber Wood factory are not under operation Cost records and books of accounts prescribed by the Government of India under Section 209 (1) (d) of the Act were not maintained as the need for maintaining the Cost records did not arise during the year.

9. a) The company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues with the appropriate authorities;

b) According to the information and explanations given to us and the books and records examined by us, there was no undisputed amount outstanding as on 31st March, 2013 in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues for a period of more than six months from the date they became payable;

c) According to the records of the company and as per the information and explanations provided to us, the dues (net of advances) outstanding in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess etc, on account of any dispute, are given below:

Name of the Statute Nature of Dues Amount Period to which the Forum where (Rs.) amount relates dispute pending

Central Sales Tax,1956 CST Levy on 213,331 1988-89 to 1992-93 Supreme Court of India Rubber Cess

10. In our opinion, the accumulated losses of the company are not less than fifty percent of its net worth and it has incurred cash losses in the current financial year.

11. The company has not borrowed any amount from financial institutions and banks, and hence, the requirements of Para 4 (xi) of the above Order are not applicable to the company.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments, and hence, the requirements of Para 4 (xiv) ofthe above Order are not applicable to the company.

15. 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.

16. According to the information and explanations given to us by the management, the Company has not availed any term loans, and hence, the requirements of Para 4 (xvi) of the above Order are not applicable to the company.

17. According to the information and explanations given to us, in our opinion, short term funds have not been used for long term purposes or vice versa.

18. During the year, the company has not made any preferential allotment of shares.

19. The company has not issued debentures during the year.

20. The company has not raised any money by way of public issue during the year;

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

Sudesh Choraria

Place : Chennai Partner

Dated : 11th May, 2013 Membership No. 204936

---

Mar 31, 2010

We have audited the attached Balance Sheet of The Cochin Malabar Estates and Industries Limited as at 31st March, 2010, and the Profit & Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. 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 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 (Auditors Report) Order 2003 (as amended) issued by the Central Government in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit except to the extent indicated in paragraph (f) below.

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 such books except to the extent indicated in paragraph (f) below.

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

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

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

f) Reference is invited to the following observations, impact of which on the Companys Profit is stated in the respective notes below:

i) We are unable to express an opinion about the profitability of Kinalur Estate and also the physical condition of the assets of the estate.

ii) Note No. B-6 of Schedule 13 regarding non provision of Depreciation in respect of Rubber Wood Division and Kinalur Estate of Rubber Division amounting to Rs.13.84 Lacs.

Hi) Note No. B-7 of Schedule 13 regarding valuation of closing stock of Finished Goods at the lower of cost and net realizable value, which was hitherto being valued at net realizable value. Due to this change in the method of valuation the Profit for the year as well as the closing Inventories is stated lower to the tune of Rs. 57.52 Lacs.

Subject to our comments in para 2 (f) above and read together with the other Notes thereon, the said Accounts, in our opinion, and to the best of our information and according to the explanations given to us, give the information required by the Companies Act, 1956 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

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

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

ANNEXURE TO THE AUDITORS REPORt (Referred to in our Report of even date on the Accounts of THE COCHIN MALABAR ESTATES AND INDUSTRIES LIMITED as at and for the year ended 31st March, 2010)

1. (i) The Company has maintained proper records to show full particulars including quantitative details and situation of its Fixed Assets.

(ii) Some of the Fixed Assets of the Company were physically verified during the year by the management in accordance with the programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals except in the case of Kinalur Estate Division. According to the information and explanations given to us no material discrepancies were noticed on physical verification carried on by the management.

(iii) The Company has not disposed off any substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. (i) The inventories have been physically verified during the year by the management at all its locations other than the Rubber Wood Division and Kinalur Estate of Rubber Division which were non-operational. In our opinion, the frequency of verification is reasonable.

(ii) The procedures of physical verification of inventories, followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business.

(iii) The Company is maintaining proper records of inventory. As far as we can ascertain and according to the information and the explanations given to us, the discrepancies noticed between the physical stocks and book stocks were not material and the same have been properly dealt with in the books of account.

3. a) As per the information & explanations provided to us, 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.

b) The Company has taken loans, secured and unsecured, from the Companies listed in the register maintained under Section 301 of the Companies Act, 1956 as per details given below. However the terms and conditions are not prejudicial to the interest of the Company.

Name of the Party Closing Maximum Rate of Nature

Balance Balance Interest (Rs. in Lacs) (Rs. in Lacs)

Joonktollee Tea and Industries Ltd. 524.27 524.27 Nil Secured against first charge on

Kinalur, Chemoni and Pudukad Estates, Rubber Wood Factory and Properties at Goa.

Credwyn Holding (India) Pvt Ltd 590.00 690.00 13% Un-Secured

Wind Power Vinimay Pvt Ltd 425.00 425.00 13% un-Secured

PDGD Investments & Trading Pvt. Ltd. 50 50 13% Un-Secured

c) The payment of the principal amount and interest are regular.

d) The loans taken from others are not prejudicial to the interest of the Company. In respect of advances in the nature of loans, the parties are generally repaying the principal amount and are also regular in the payment of interest where applicable. *

4. On the basis of checks carried out during the course of audit and as per explanations given to us, in our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory and Fixed Assets and for the sale of goods and services.

During the course of our Audit, no major weakness has been noticed in the internal controls in these respects.

5. As per the information and explanations given to us, no transactions have been undertaken during the year in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

6. The Company has not accepted any deposits from the public during the year, to which the provisions of Section 58-A, 58-AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

7. The Company has an Internal Audit System commensurate with the size and nature of its business.

8. On the basis of records produced, we are of the opinion that, prima facie, the records and books of accounts prescribed by the Government of India under Sec 209 (1) (d) of the Act have been maintained. We have broadly reviewed the records, books of accounts and have not carried out any detailed examination of such records and accounts.

9. a) The Company has been generally regular in

depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty Excise Duty, Cess and other material statutory dues with the appropriate authorities.

b) According to the information and explanations given to us and the books and records examined by us, there was no undisputed amount outstanding as on 31st March, 2010 in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues for a period of more than six months from the date they became payable.

c) According to the records of the Company and as per the information and explanations provided to us, the dues (net of advances) outstanding in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax,Service Tax, Excise Duty, Cess etc., on account ofanvdisoute.areaiven below:

Name of the Nature of Dues Amount Period to which the Forum where

Statute (Rs.) amount relates dispute pend ing

Central Sales Tax, 1956 CST Levy on 2,13,331 1988-89 to 1992-93 Supreme Court

Rubber Cess of India

Customs Act Interest on 30,29,925 1992 to 2006 High Court of Customs Duty Madras, Chennai

10. In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth and it has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. As per the information and explanations given to us by the management, the Company has not taken any loans from financial institutions and banks. Hence, the requirements of Para 4 (xi) of the above Order are not applicable to the Company.

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

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

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments, and hence, the requirements of Para 4 (xiv) of the above Order are not applicable to the Company.

15. 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.

16. No term loans were raised by the Company during the year.

17. According to the information and explanations given to us, in our opinion, short term funds have not been used for long term purposes or vice versa.

18. During the year, the Company has not made any preferential allotment of shares.

19. The Company has not issued debentures during the year.

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

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For SINGHI & CO.

Chartered Accountants

FR No. 302049E

Sudesh Choraria

Place : Chennai Partner

Dated : 05.08.2010 Membership No. 204936