Auditor Report of Jay Shree Tea & Industries Ltd.

Mar 31, 2018

Independent Auditor''s Report

To the Members of

Jay Shree Tea & Industries Limited

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of Jay Shree Tea & Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss including other comprehensive income, Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

EMPHASIS OF MATTER

We draw attention to Note 29 to the standalone Ind AS financial statements regarding effect of scheme of arrangement to demerge the Sugar Division of the Company by transferring the same on a going concern basis to wholly owned subsidiary Majhaulia Sugar Industries Private Limited given in the standalone Ind AS financial statements prescribed in the Scheme as approved by the Hon''ble High Court at Calcutta vide order dated August 8, 2016 effective from September 26, 2016 more fully described therein. The accounting treatment has been given effect to from April 1, 2016 which is also the date of transition to Ind AS and the accounting is carried out in accordance with the Scheme as approved by Hon''ble High Court. Our opinion is not qualified in respect of this matter.

OTHER MATTER

The comparative Ind AS financial information of the Company for the year ended March 31,2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standard) Rules, 2006 (as amended) specified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 8, 2017 and May 3, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 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 it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 32 to the standalone Ind AS financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

	For S.R. Batliboi & Co. LLP
	Chartered Accountants
	ICAI Firm Registration Number: 301003E/E300005
	per Sanjay Kumar Agarwal
Place : Kolkata	Partner
Date: 29 May 2018	Membership Number: 060352

"ANNEXURE 1" to the Independent Auditor''s Report

Referred to our report of even date to the members of Jay Shree Tea & Industries Limited as at and for the year ended March 31, 2018

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

(b) The Company has a program of verification of property, plant and equipment to cover all the items in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain property, plant and equipment were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to information and explanation given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties as shown in Note 4 of the financial statements are held in the name of the Company except for (a) 5 (five) tea garden land leases having a gross carrying value of property, plant and equipment thereon (including Plantation and Buildings) of Rs. 3,397.30 lakhs and Rs. 565.22 lakhs respectively (net carrying value of Rs. 3,233.72 lakhs and Rs. 410.23 lakhs respectively) is under renewal; (b) 3 (three) tea garden land and Plantation thereon having a gross carrying value of Rs. 43.95 lakhs and Rs. 62.47 lakhs (net carrying value of Rs. 43.95 lakhs and Rs. 59.93 lakhs respectively) and 2 (two) of Buildings with gross carrying value of Rs. 16.48 lakh (net carrying amount of Rs. 10.01 lakhs), for which registration in the name of the Company is pending.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification. Inventories lying with third parties have been confirmed by them as at March 31, 2018 and no material discrepancies were noticed in respect of such confirmations.

(iii) (a) The Company has granted loans to two companies covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company''s interest.

(b) The Company has granted loans that are re-payable on demand, to the companies covered in the register maintained under section 189 of the Companies Act, 2013. We are informed that the loans are in the nature of current account balance and as such there has been no default on the part of the parties to whom the money has been lent. The payment of interest has been regular.

(c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 of the Companies Act, 2013 in respect of loans to directors including entities in which they are interested are not applicable to the Company and hence not commented upon. In our opinion and according to the information and explanations given to us, provision of section 186 of the Companies Act, 2013 in respect of loans and advances given, investments made and, guarantees and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148( 1) of the Companies Act, 2013, related to manufacture of goods, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income tax, service tax, sales tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues of income tax, sales tax, service tax, duty of excise and value added tax on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs. In Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income tax	67.40	2007-08	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income tax	78.59	2004-05 to 2008-09	Hon''ble High Court, Calcutta
Central Sales Tax Act, 1956	Central Sales Tax	4.65	2006-07,2009-10	Hon''ble High Court, Calcutta
WB Value Added Tax Act, 2003 Central Sales Tax Act, 1956	Sales Tax Central Sales Tax	35.87	2005-06 to 2007-08, 2009-10 to 2013-14	West Bengal Appellate & Revisional Board
WB Value Added Tax Act, 2003 Central Sales Tax Act, 1956	Sales Tax Central Sales Tax	411.48	2014-15	Appeal to be filed with West Bengal Appellate & Revisional Board
WB Value Added Tax Act, 2003 Central Sales Tax Act, 1956	Sales Tax Central Sales Tax	0.73	1999-00 and 2001 -02	DC Commercial Taxes and Assistant Commissioner of Sales Tax
W B Value Added Tax Act, 2003	Sales Tax	97.39	2003-04, 2005-06 to 2007-08, 2011-12	W.B. Taxation Tribunal
The Central Excise Act, 1944	Excise Duty	50.05	2004-05	CESTAT, Kolkata

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to banks. Based on our audit procedures and as per the information and explanations given by the management, the Company did not have any outstanding dues to a financial institution or government or due to debentures holders.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purposes for which they were raised. Based on the information and explanations given by the management, the Company has not raised any money by way of initial public offer, further public offer and debt instruments.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no material fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and, consequently reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

	For S.R. Batliboi & Co. LLP
	Chartered Accountants
	ICAI Firm Registration Number: 301003E/E300005
	per Sanjay Kumar Agarwal
Place: Kolkata	Partner
Date: 29 May 2018	Membership Number: 060352

"ANNEXURE 2" to the Independent Auditor''s Report

"Annexure 2" to the Independent Auditors'' Report of even date on the standalone Ind AS financial statements of Jay Shree Tea & Industries Limited

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of Jay Shree Tea & Industries Limited ("the Company") as of March 31,2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

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

AUDITOR''S RESPONSIBILITY

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITH REFERENCE TO THESE STANDALONE IND AS FINANCIAL STATEMENTS

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

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITH REFERENCE TO THESE STANDALONE IND AS FINANCIAL STATEMENTS

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

OPINION

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

	For S.R. Batliboi & Co. LLP
	Chartered Accountants
	ICAI Firm Registration Number: 301003E/E300005
	per Sanjay Kumar Agarwal
Place : Kolkata	Partner
Date: 29 May 2018	Membership Number: 060352

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Mar 31, 2017

To The Members of

Jay Shree Tea & Industries Limited

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Jay Shree Tea & Industries Limited (‘the Company^, which comprise the Balance Sheet as at 31st March 2017, 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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 2017, and its loss and its cash flows for the year ended on that date.

EMPHASIS OF MATTER

We draw attention to the following matters in the Notes to the financial statements:

i) Refer Note No. 2.28.D.ii regarding carry forward of minimum alternate tax (MAT) credit entitlement of Rs.113.41 Lakh based on future taxable income projected by the company.

ii) Refer Note No. 2.28.F.ii regarding non-provision for diminution in value of investment of a subsidiary company amounting to Rs.506.20 lakh and non provision for security deposits given to such subsidiary amounting to Rs.251.00 lakh.

Our opinion is not modified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure ‘A'' a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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. The matters described in the ''Emphasis of Matter'' paragraph above, in our opinion, may not have an adverse effect on the functioning of the Company.

f. On the basis of the written representations received from the directors as on 31st March

2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

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

h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer note 2. 28 (A)&(D) (i) to the financial statements;

ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts;

iii. There is no delay in transferring any amounts to the investor Education and Protection Fund by the company during the year.

iv. The Company has provided requisite disclosures in the financial statement as to holdings as well as dealing in the Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedure and relying on the management representation we report that the disclosures are in accordance with books of accounts maintained by the company and as produced to us by the management - Refer Note No. 2.28.V.

The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our Independent Auditor''s Report of even date in respect to statutory audit of Jay Shree Tea & Industries Limited for the year ended 31st March 2017, we report that:

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

(b) According to the information and explanation given to us, based on a phased manner, the fixed assets of the Company have been physically verified by the management and no material discrepancies have been noticed during the year. In our opinion, the frequency of such verification is reasonable.

(c) According to information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties as shown in note no. 2.10 of the financial statements are held in the name of the Company except for (a) 5 (five) leases of Tea Plantation & Buildings there at having a gross carrying value of Rs.3936.74 lakh (Net carrying amount Rs.3794.69 lakh) which is under renewal (b) 3 (three) cases of freehold land & 2 (two) cases of buildings with carrying value of Rs.120.59 lakh (Net carrying amount Rs.114.31 lakh), titles for which is pending registration. Land revenue/tax are being paid regularly to the concerned authorities in all cases.

II. According to the information and explanation given to us, the inventory has been physically verified by the management at reasonable intervals during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

III. The company has granted unsecured loan to a company covered in the register maintained under section 189 of the Companies Act, 2013.

(a) In our opinion, the rate of interest and other terms and conditions on which the loan has been granted to such company were, prima facie, not prejudicial to the interest of the Company.

(b) The loan and interest thereon is repayable on demand. In view of negative net-worth of the borrower company, we have drawn on emphasis of matter in respect of such advance in our main audit report.

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

V. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act 2013 and the rules framed there under.

VI. The Central Government has prescribed maintenance of cost records under section 148 (1) of the Companies Act relating to plantation, chemical units of the Company. We have broadly reviewed such accounts and records and are of the opinion that prima facie, the prescribed accounts & records have been made and maintained but no detailed examination of such records and accounts have been carried out by us.

VII. (a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company, the Company is generally been regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues during the year by the Company with the appropriate authorities and no such dues were in arrears, as at 31st March, 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax and cess as at 31st March, 2017 which have not been deposited on account of dispute and the forum where the disputes are pending are as under:

Statute	Nature of dues	Forum where dispute is pending	Amount involved (Rs.in lakh)	Period to which it relates
The Income Tax Act, 1961	Income tax	Commissioner of Income Tax (Appeals)	112.70	Assessment Year 2005-06 to 2013-14
The Central Sales Tax Act, 1956	C.S.T	Hon''ble High Court	1.56	2006-07

W.B. Value Added Tax Act, 2003/ The Central Sales Tax Act, 1956	Sales Tax/ C.S.T	West Bengal Appellate & Revisional Board	682.16	2005-06,2006-07,2007-08,2009 10,2010-11,2011-12,2012-13,2013-14.
W.B. Value Added Tax Act, 2003/ The Central Sales Tax Act, 1956	Sales Tax/ C.S.T	DC Commercial Taxes and Assistant Commissioner of Sales Tax	0.73	1999-00 and 2001-02
W.B. Value Added Tax Act, 2003	Sales Tax	W.B. Taxation Tribunal	46.11	2003-04, 2005-06 and 2007-08
The Central Excise Act, 1944	Excise Duty	CESTAT, Kolkata	50.05	2004-05
The West Bengal Tax on Entry of Goods into Local Areas Act, 2012	Entry Tax	Calcutta High Court	110.78	2013-14, 2014-15, 2015-16 and 2016-17

VIII. Based on our audit procedures and on the basis of information and explanations given by the management, the company has not defaulted in repayment to dues to financial institutions and banks during the year.

IX. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained.

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

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

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

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

XIV. According to the information and explanations given to us and based on our examination of the records of the Company, the Company did not make any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

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

XVI. The Company is not required to be registered under section 45-iA of the Reserve Bank of India Act, 1934.

The Annexure referred to in paragraph 2 (g) under the heading "Report on Other Legal and Regulatory Requirements" of our Independent Auditors'' Report of even date in respect to the internal financial control under clause (i) of sub-section 3 of section 143 of the Act of Jay Shree Tea & Industries Limited for the year ended 31st March 2017, we report that:

We have audited the internal financial controls over financial reporting of Jay Shree Tea & Industries Limited ("the Company") as of 31st March 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

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

AUDITOR''S RESPONSIBILITY

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

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

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

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For SINGHI & CO. For JITENDRA K AGARWAL & ASSOCIATES

Chartered Accountants Chartered Accountants

(Firm Registration No. 302049E) (Firm Registration No. 318086E)

Aditya Singhi Abhishek Mohta

Partner Partner

(Membership No. 305161) (Membership No. 066653)

Place : Kolkata

Dated, the 8th day of May, 2017

---

Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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 general circular 15/2013 dated 13th September 2013 by Ministry of Company Affairs in respect of section 133 of the Companies Act 2013. Tis 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. Tose 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. Te 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.

OPINION

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

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

b) In the case of the Statement of Profit & 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.

EMPHASIS OF MATTER

A. Refer note no. 2.28.E.iii regarding carry forward of minimum alternate tax (MAT) credit entitlement of Rs. 418.43 Lacs based on the future taxable income projected by the Company.

B. Refer note no. 2.28.I.ii regarding non-provision for diminution in value of investment of a Subsidiary Company amounting to Rs. 356.20 Lacs and non-provision for advances and security deposits given to such subsidiary amounting to Rs. 277.45 Lacs.

Our opinion is not qualified in respect of above matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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 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.

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

I. 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;

II. 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;

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

IV. 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 read with general circular 15/2013 dated 13th September 2013 by Ministry of Company Affairs in respect of section 133 of the Companies Act 2013;

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

Annexure to the Independent Auditors'' Report

The Annexure referred to in paragraph 1 with the heading "Report on other legal and regulatory requirement" of the Our Report of even date to the members of Jay Shree Tea & Industries Limited on the accounts of the Company for the year ended 31st March, 2014.

(i) In respect of its fixed assets :

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

(b) The fixed assets were physically verified during the year by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets during the year. (ii) In respect of its inventories :

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

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

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

(iii) (a) According to the information and explanations given to us, the Company has granted unsecured loans /advances to 2 (two) Subsidiary Companies and 1 (one) step down subsidiary Company amounting to Rs. 80.93 Lacs (balance at the year-end) (maximum amount outstanding during the year was Rs. 324.27 Lacs) which is repayable on demand. Te terms and conditions of the loans/advances are prima-facie not prejudicial to the interest of the Company.

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

(c) The company has taken unsecured loans/advances from two subsidiaries company amounting to Rs. 131.96 Lacs (balance at the year end) (maximum amount outstanding during the year was Rs. 229.83 Lacs) which is repayable on demand. Te terms and conditions of the loans are prima-facie not prejudicial to the interest of 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 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 control system.

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 :

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, certain transactions for purchase and sale of goods and materials with the subsidiary Companies for which alternate quotations were not available, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Act, and the rules framed there under and the directives issued by the Company Law Board, National Company Law Tribunal or the Reserve Bank of India, or any Court or any other Tribunal where applicable, with regard to the deposits accepted from the public.

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

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to plantation and the manufacture of Sulphuric Acid & Sugar pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

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

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

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax and other material statutory dues for a period of more than six months from the date they become payable.

(b) Te following disputed statutory liabilities have not been deposited in view of pending Appeals :

Statute Nature of Forum where dispute is dues pending

The Income Tax Income Tax Commissioner of Income Tax Act 1961 (Appeals)

The W.B Value Sales Tax/ First Appellate Authorities / Added Tax Act C.S.T. Revisional Board.

2003/ The Central Sales Tax Act 1956

Statue Amount involved Period to which relates (Rs. in Lacs)

Te Income Tax Act 1961 610.99 Assessment Year 2007-08 to 2011-12

Te W.B Value Added Tax Act 2003/ The Central Sales Tax Act 1956 188.56 1996-97, 1997-98,

1999-00, 2001-02,

2005-06, 2006-07,

2007-08, 2008-09,

2009-10 & 2010-11

Statute Nature of Forum where dispute is dues pending

The W.B Value Sales Tax W.B. Taxation Tribunal Added Tax Act 2003

Statute Amount involved Period to which relates (Rs. in Lacs)

The W.B Value Added Tax Act 2003 28.73 1996-97,2003-04 & 2006-07

(x) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

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

(xiii) In our opinion, the nature of activities of the company is such that the provisions of any special statute including chit fund/ nidhi/mutual benefit fund/societies are not applicable to it.

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

(xv) According to the information and explanations given to us, the Company has given corporate guarantee to banks amounting to Rs. 5470.70 Lacs and pledged its own investment amounting to Rs. 3930.50 Lacs for banking facilities taken by a wholly owned subsidiary Company and a step-down subsidiary Company from the banks and the terms & conditions whereof are prima facie not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, on an overall basis, no funds raised on short-term basis been used during the year 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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company did not have any outstanding debenture during the year.

(xx) The Company has not raised monies by public issue during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For SINGHI & Co.

Chartered Accountants

(Firm Registration No.302049E)

Aditya Singhi

Partner Kolkata : the 26th day of May, 2014 (Membership No. 305161)

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of JAY SHREE TEA & INDUSTRIES LTD (''the Company''), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Proft and Loss and Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

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

Opinion

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

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

b) In the case of the Statement of Proft and Loss, of the proft for the year ended on that date, and

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

Emphasis of Matter

1. Refer note no. 2.28.E.iii & 2.28.E.iv regarding recognition and carry forward of minimum alternate tax (MAT) credit entitlement of Rs. 418.43 lacs (including Rs. 45.65 lacs (net) further recognised during the year) and deferred tax assets (DTA) of Rs. 340.11 Lacs (including Rs. 112.78 lacs (net) further recognised during the year) on carry forward capital loss up to 31st March 2013 based on the future taxable income projected by the Company.

2. Refer note no. 2.28.I.ii regarding non-provision for diminution in value of investment of a Subsidiary Company amounting to Rs. 356.20 lacs and non-provision for advances and security deposits given to such subsidiary amounting to Rs. 266.44 lacs.

Our opinion is not qualifed in respect of above matters.

Report on other Legal and Regulatory Requirements

1. 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 sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

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

I. 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;

II. 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;

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

IV.In our opinion, the Balance sheet, the Statement of Proft and Loss, and the 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;

V. On the basis of 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 disqualifed 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.

Other Matter

We have incorporated the fnancial position as at 31st March 2013 and fnancial performance for the year then ended of Sungma Tea Estate, North Tukvar Tea Estate, Singbulli Tea Estate, Balasun Tea Estate and Marionbarie Tea Estate as audited by the branch auditor as required by clause (c) of sub-section (3) of section 228 of the Companies Act, 1956 and our opinion is based solely on the reports of the other auditors.

Our opinion is not qualifed in respect of other matter.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Jay Shree Tea & Industries Limited on the fnancial statements of the company for the year ended 31st March, 2013.

(i) In respect of its fxed assets:

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

(b) The fxed assets were physically verifed during the year by the management which in our opinion provides for physical verifcation of all the fxed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verifcation.

(c) The Company has not disposed off substantial part of fxed assets during the year. (ii) In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) (a) According to the information and explanations given to us, the Company has granted unsecured loans /advances to 2 (two) Subsidiary Companies and 1 (one) step down subsidiary Company amounting to Rs. 278.47 lacs (balance at the year-end)(maximum amount outstanding during the year was Rs. 2527.76 lacs) which is repayable on demand. The terms and conditions of the loans/advances are prima-facie not prejudicial to the interest of the Company.

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

(c) The company has taken unsecured loans from one subsidiary company amounting to Rs. 83.43 lacs (balance at the year end) (maximum amount outstanding during the year was Rs. 83.43 lacs) which is repayable on demand. The terms and conditions of the loans are prima-facie not prejudicial to the interest of 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 the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, certain transactions for purchase and sale of goods and materials with the subsidiary Companies for which alternate quotations were not available, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Act, and the rules framed there under and the directives issued by the Company Law Board, National Company Law Tribunal or the Reserve Bank of India, or any Court or any other Tribunal where applicable, with regard to the deposits accepted from the public.

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

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to plantation and the manufacture of Sulphuric Acid & Sugar pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

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

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax and other material statutory dues have generally regularly been deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax and other material statutory dues for a period of more than six months from the date they become payable.

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

Statute Amount involved Nature of dues Forum where dispute is pending Period to which relates (in lacs)

Income Tax Act Assessment Year 2007-08 to Income Tax Commissioner of Income Tax (Appeals) 569.43 2010-11

1996-97, 1997-98, 1999-00, First Appellate Authorities / Revisional W.B. Sales Tax Act Sales Tax 135.72 2001-02, 2005-06, 2006-07, Board.

2007-08, 2008-09 & 2009-10. W. B. Sales Tax Act Sales Tax W.B. Taxation Tribunal 20.30 2003-04

(x) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediately preceding fnancial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to fnancial institutions and banks.

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

(xiii) In our opinion, the nature of activities of the company is such that the provisions of any special statute including chit fund/nidhi/mutual beneft fund/societies are not applicable to it.

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

(xv) According to the information and explanations given to us, the Company has given corporate guarantee to banks amounting to Rs. 6301.12 lacs and pledged its own investment amounting to Rs. 2700.00 lacs for banking facilities taken by a wholly owned subsidiary Company and a step-down subsidiary Company from the banks and being subsidiaries the terms & conditions whereof are prima facie not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, on an overall basis, no funds raised on short-term basis been used during the year 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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company did not have any outstanding debenture during the year.

(xx) The Company has not raised monies by public issue during the year and hence the question of disclosure and verifcation of end use of such monies does not arise.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For SINGHI & CO.

Chartered Accountants Firm Registration No.302049E

PRADEEP KUMAR SINGHI

1-B, Old Post Offce Street Partner

Kolkata, the 6th day of May, 2013 (Membership No.50773)

---

Mar 31, 2012

We have audited the attached Balance Sheet of JAY SHREE TEA & INDUSTRIES LIMITED as at 31st March, 2012, the statement of Profit & Loss and the Cash Flow Statement of the said Company 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India 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 paragraphs 4 & 5 of the said order.

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

i) 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.

ii) 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.

iii) We have incorporated the statement of garden expenditure of Sungma Tea Estate, North Tukvar Tea Estate, Singbulli Tea Estate, Balasun Tea Estate and Marionbarie Tea Estate audited by branch auditor as required by clause (c) of sub-section (3) of section 228 of the Companies Act, 1956.

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

v) In our opinion, the Balance Sheet, the statement of Profit & Loss and the 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.

vi) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vii) Without qualifying our opinion, attention is invited to the following:

a. Note no 2.28.E.iii and 2.28.E.iv regarding carry forward of Minimum Alternate Tax (MAT) Credit Entitlement of Rs 372.78 lacs and recognition of deferred tax assets of Rs 227.33 lacs on capital loss up to 31st March 2012, based on the future taxable income projected by the company. However, we are unable to express our opinion on the convincing evidence of future taxable income and the corresponding recognition thereof;

b. Note no 2.28.I regarding non-provision for diminution in value of investment of a Subsidiary Company amounting to Rs 356.20 lacs and non-provision for advances and security deposits given to such subsidiary amounting to Rs 292.63 lacs in view of the reason stated in the said note.

viii) In our opinion and to the best of our information and according to the explanations given to us, the said account together with notes thereon and attached thereto, 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:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b) In the case of the statement of Profit & 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

As required by the Companies (Auditors' Report) (Amendment) Order 2004, we report that:

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

(ii) In respect of its inventories:

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

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

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

(iii) (a) According to the information and explanations given to us, the company has granted unsecured loans /

advances to three (three) Subsidiaries Companies and 1 (one) step down subsidiary company amounting to Rs1994.53 lacs (balance at the year end)(maximum amount outstanding during the year was Rs 4241.33 lacs) which is repayable on demand. The terms and conditions of the loans/advances are prima-facie not prejudicial to the interest of the Company.

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

(c) The company has taken unsecured advances from one subsidiary company amounting to Rs 79.12 lacs (balance at the year end) (maximum amount outstanding during the year was Rs 79.12 lacs) which is repayable on demand. The terms and conditions of the loans are prima-facie not prejudicial to the interest of 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 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 control system.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, certain transactions for purchase and sale of goods and materials with the subsidiary Companies for which alternate quotations were not available, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Act, and the rules framed there under and the directives issued by the Company Law Board, National Company Law Tribunal or the Reserve Bank of India, or any Court or any other Tribunal where applicable, with regard to the deposits accepted from the public.

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

(viii)We have broadly reviewed the books of account and records maintained by the Company relating to plantation and the manufacture of Sulphuric Acid & Sugar pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

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

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax and other material statutory dues were in arrears as at 31st March, 2012, for a period of more than six months from the date they become payable.

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

Amount involved

Statute Nature Forum ( in lacs) Related year

Income Tax Act Income Tax CIT (A) 86.51 2006-07 & 2007-08

Income Tax Act Income Tax CIT(A) 94.96 2008-09

W B Sales Tax Act Sales Tax First appellate 164.29 1999-00, 1996-97 , 1997-98,

Authorities/ 2001-02, 2002-03, 2003-04,

revisional board 2005-06, 2006-07, 2007-08

& 2008-09

W B Sales Tax Act Sales Tax Taxation Tribunal 20.30 2003-04

(x) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

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

(xiii)In our opinion, the nature of activities of the company is such that the provisions of any special statute including chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

(xiv)In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company in its own name except beneficial interest in shares amounting to Rs 9969.70 lacs have been held by two separate trusts.

(xv) According to the information and explanations given to us, the Company has given a guarantee to a bank amounting to Rs 4070.40 lacs and pledged its own investment amounting to Rs1400 lacs for banking facility taken by a subsidiary company from a bank during the year and the terms & conditions whereof are not prejudicial to the interest of the Company.

(xvi)To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xvii)According to the information and explanations given to us, on an overall basis, no funds raised on short-term basis been used during the year 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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company did not have any outstanding debenture during the year.

(xx) The Company has not raised monies by public issue during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi)To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For SINGHI & CO.

Chartered Accountants

Firm Registration No.302049E

PRADEEP Kumar SINGHI

1-B, Old Post Office Street Partner

Kolkata, the 30th day of May, 2012 (Membership Mo.50773)

---

Mar 31, 2011

We have audited the attached Balance Sheet of JAY SHREE TEA & INDUSTRIES LIMITED as at 31st March, 2011, the Profit & Loss Account and the Cash Flow Statement of the said Company 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India 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 paragraphs 4 & 5 of the said order.

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

i) 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.

ii) 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.

iii) We have incorporated the statement of garden expenditure of Sungma Tea Estate, North TukvarTea Estate, Singbulli Tea Estate, Balasun Tea Estate, Marionbarie Tea Estate and accounts of Jay Shree Sugar Mill audited by branch auditor as required by clause (c) of sub-section (3) of section 228 of the Companies Act, 1956.

iv) The Balance Sheet and the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

v) In our opinion, the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement dealt with by this report, subject to clause (vii) (a) below, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

vi) On the basis of written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vii) Attention is invited to the following:

a. Note no. H in schedule 23 regarding giving impact to the scheme of amalgamation and arrangement based on approval of Hon'ble High Court at Calcutta pending completion of formalities relating to filing the scheme with appropriate authorities to make the scheme effective;

b. Note no. D (iii) and (iv) in schedule 23 regarding carry forward of Minimum Alternate Tax (MAT) Credit Entitlement of Rs.407.01 lacs and recognition of deferred tax assets of Rs.197.69 lacs on capital loss upto 31st March 2011, based on the future taxable income projected by the company. However, we are unable to express our opinion on the convincing evidence of future taxable income and the corresponding recognition thereof;

c. Note No. Fin schedule 23 regarding non-provision for diminution in value of investment of a Subsidiary Company amounting to Rs. 356.20 lacs and non-provision for advances and security deposits given to such subsidiary amounting to Rs.258.63 lacs in view of the reason stated in the said note.

viii) In our opinion and to the best of our information and according to the explanations given to us, the said account together with notes thereon and attached thereto, subject to point no (vii) (a) above and read with para (vii) (b) & (c) above, 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:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

b) In the case of the Profit & Loss Account, 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.

(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 and fixed assets and for the sale of goods and services;

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register, have been so entered.

(b) According to the information and explanations given to us, certain transactions for purchase and sale of goods and materials with the subsidiary Companies for which alternate quotations were not available, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Act, and the rules framed there under and the directives issued by the Company Law Board, National Company Law Tribunal or the Reserve Bank of India, or any Court or any other Tribunal where applicable, with regard to the deposits accepted from the public.

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

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to plantation and the manufacture of Sulphuric Acid pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

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

(a) The Company has generally been regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities during the year except Professional Tax of Rs.91,835/-, House Tax of Rs.57,052/- and Panchayat Tax of Rs.2,20,000/- which are outstanding for more than six months.

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

Statute Nature Forum Amount involved Related year (in lacs)

Income Tax Act Income Tax CIT (A) 107.82 2006-07 & 2007-08

WB Sales Tax Act Sales Tax W.B Appellate & 243.64 1996-97 to 1997-98, revisional Board 2000-01 & 2003-04 2005-06 & 2006-07 WB Sales Tax Act Sales Tax Joint Commissioner 17.33 1999-00, 2001-02 of Commercial Taxes & 2006-07

Provident Fund Act Provident Fund Hon'ble Calcutta 24.39 1999 to 2005 High Court

(x) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

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

(xiii) In our opinion, the nature of activities of the company is such that the provisions of any special statute including chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

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

(xv) According to the information and explanations given to us, the Company has given a guarantee to a bank amounting to Rs. 3568.40 lacs for loan taken by a subsidiary company from the bank during the year and the terms & conditions whereof are not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, on an overall basis, funds raised on short-term basis, prima facie to the tune of Rs. 2568.68 lacs been used during the year 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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does notarise.

(xix) No debentures is outstanding at the year end. Hence, this clause is not applicable.

(xx) The Company has not raised monies by public issue during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

PRADEEP KUMAR SINGHI

1-B, Old Post Office Street, Partner

Kolkata, the 24th day of August, 2011 (Membership No. 50773)

---

Mar 31, 2010

We have audited the attached Balance Sheet of JAY SHREE TEA & INDUSTRIES LIMITED as at 31st March, 2010, the Profit & Loss Account and the Cash Flow Statement of the said Company 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India 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 paragraphs 4& 5 of the said order.

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

i) 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.

ii) 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.

iii) We have incorporated the statement of garden expenditure of Sungma Tea Estate, Singbulli Tea Estate, Balasun Tea Estate and Marionbarie Tea Estate audited by the Branch Auditor as required by clause (c) of sub-section (3) of section 228 of the Companies Act, 1956.

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

v) In our opinion, the Balance Sheet, the Profit & Loss Account and the 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.

vi) On the basis of 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 are 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.

vii) Attention is invited to the following notes in Schedule 23:

A. Note No. D (iii) regarding recognition of Minimum Alternate Tax (MAT) Credit Entitlement of Rs.354.11 lacs upto 31st March 2010, based on the future normal taxable income projected by the company. However, we are unable to express our opinion on the convincing evidence of future normal taxable income, and the corresponding recognition of MAT Credit Entitlement;

B. Note No. F regarding non-provision for diminution in value of investment of a subsidiary Company amounting to Rs. 356.20 lacs and non-provision for advances given to such subsidiary amounting to Rs. 139.62 lacs in view of the reason stated in the said note.

viii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with Para (vii) above, 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:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b) In the case of the Profit & Loss Account, 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.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date) As required by the Companies (Auditors Report) (Amendment) Order 2004, we report that:

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

(ii) In respect of its inventories:

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

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

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

(iii) (a) According to the information and explanations given to us, the company has granted unsecured loan to 2 (two) Subsidiary Companies amounting to Rs. 231.61 lacs (balance at the year end)(maximum amount outstanding during the year was Rs. 337.45 lacs) which is repayable on demand. The other terms and conditions of the loan are prima-facie not prejudicial to the interest of the Company.

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

(c) 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 act, hence clause (f) & (g) of the Order 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 and fixed assets and for the sale of goods and services;

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register, have been so entered.

(b) According to the information and explanations given to us, certain transactions for purchase and sale of goods and materials with the subsidiary Company for which alternate quotations were not available, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Act, and the rules framed there under and the directives issued by the Company Law Board, National Company Law Tribunal or the Reserve Bank of India, or any Court or any other Tribunal where applicable, with regard to the deposits accepted from the public.

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

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to plantation and the manufacture of Sulphuric Acid pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

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

(a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, employees state insurance, investor education and protection fund, income tax, sales tax, wealth tax, service tax ,custom duty, excise duty, cess and any other statutory dues with the appropriate authorities during the year except professional tax of Rs. 1,28,297/-, house tax of Rs.65,814/- and panchayat tax of Rs.3,20,000/-, which are outstanding for more than six months.

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

Statute Nature Forum

Income Tax Act Income Tax CIT (A)

WB Sales Tax Act Sales Tax WB Appellate & Revisional Board

WB Sales Tax Act Sales Tax Sr.Joint Commissioner of Comm. Taxes

WB Sales Tax Act Sales Tax Joint Commissioner of Comm. Taxes

Provident Fund Act Provident Fund Calcutta High Court

Central Excise Act Excise Duty Guwahati High Court



Statue Amount involved Related year (Rs. in lac)

Income Tax Act 34.33 2006-07

WB Sales Tax Act 204.93 1996-97 to 1997-98, 2000-01 & 2003-04

WB Sales Tax Act 300.75 2005-06 & 2006-07

WB Sales Tax Act 113.01 1999-00,2001-02, 2005-06 & 2006-07

Provident Fund Act 24.39 1999 to 2005

Central Excise Act 16.10 1998-99 to 2002-03

(x) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

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

(xiii) In our opinion, the nature of activities of the company is such that the provisions of any special statute including chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in marketable securities and mutual funds. According to information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. 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 guarantee for loans taken by others from banks or financial institutions.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year 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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does notarise.

(xix) No debentures have been issued during the year or exist on the Balance Sheet date. Hence, this clause is not applicable.

(xx) The Company has not raised monies by public issue during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For SINGHI & CO. Chartered Accountants

Firm Registration No. 302049E

PRADEEP KUMAR SINGHI

1-B, Old Post Office Street, Partner

Kolkata, the 28th day of April, 2010 (Membership No. 50773)