Auditor Report of Norben Tea & Exports Ltd.

Mar 31, 2019

The Internal Auditors report directly to the Audit Committee.

INDEPENDENT AUDITOR''S REPORT

TO THE MEMBERS OF M/s Norben Tea & Exports Ltd.

(CIN - L01132WB1990PLC048991)

1. Report on the Audit of the Standalone Financial Statements :

(a) Opinion :

We have audited the accompanying Standalone financial statements of NORBEN TEA & EXPORTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit & Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone financial statements").

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid Standalone financial statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

(b) Basis for Opinion :

We conducted our audit of the Standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of the Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. 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.

(c) Key Audit Matters :

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. As per our audit and verification of books and records and fact finding etc. we have determined that there are no separate key audit matters applied to this company which are co mmunicated to the audit''s report. Our audit report in unmodified and self-explanatory.

2. Information other than the Standalone Financial Statements and Auditor''s Report Thereon :

The Company''s Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexure to Board''s Report, Corporate Governance Report, Management Discussion and Analysis, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

3. Management''s Responsibility for the Standalone Financial Statements :

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

In preparing the standalone financial statements, management is responsible for assessing the company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company''s financial reporting process.

4. Auditor''s Responsibility for the Audit of the Standalone Financial Statements :

Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can ari se from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this standalone financial statements.

As a part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: -

- Identify and assess the risk of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risk, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materi al misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial control systems in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management''s use of the going concern basis of accounting and, ba sed on the audit evidence obtained, whether a material uncertainty exist related to events or conditions that may cast significant doubt on the company''s ability to continue as a going concern. If we conclude that a material uncertainty exist, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusion are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represents the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individua lly or in aggregate, makes it''s probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationship and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We described this matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

5. Report on Other Legal and Regulatory Requirements

5.1 As required by Section 143(3) of the Act, based on our audit we report:

(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, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account;

(d) In our opinion, the aforesaid Standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors, as on March 31, 2019, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a directors 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 and the operating effectiveness of such controls, refer to our separate Report in "ANNEXURE - A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with requirement of section 197(16) of the Act, as amended in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

(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 does not have any pending litigations which impact its financial position in its Standalone financial statements;

(ii) The Company has not made any provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

5.2 As required by the Companies (Auditors'' Report) Order, 2016 (''the Order"), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "ANNEXURE- B", a statement on the matters specified in paragraph 3 and 4 of the said Order.

Report on the Internal Financial Control under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") - Referred to in paragraph 5.1 (f) of our report of even date to the Standalone financial statements of the Company for the year ended March 31, 2019:

We have audited the internal financial controls over financial reporting of NORBEN TEA & EXPORTS LIMITED ("the Company"), as of March 31, 2019, in conjunction with our audit of the Standalone financial statements of the

Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Board of Directors of the Company 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 includes 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 respective Company''s polic ies, 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 internal financial controls over financial reporting of the Company 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 internal financial controls system over financial reporting of the Company.

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.

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, to the best of our information and according to the explanations given to us, 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 March 31, 2019, 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.

Referred to in paragraph 5.2 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the Standalone financial statements of the Company for the year ended March 31, 2019:

1. In respect of the Company''s - Property, plant and equipment i.e. Fixed Assets:

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

(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its business. Pursuant to the program, a portion of the fixed assets has physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) According to the information and explanations given to us the records examined by us and based on examination of the conveyance deeds/registered sale deeds provided to us, we report that the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the na me of the Company as at the Balance Sheet date.

2. In respect of its Inventories:

(a) The management has conducted the physical verification of inventory at reasonable intervals.

(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

3. The Company has not granted any loans, secured or unsecured, to the companies, firms or other Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company and hence not commented upon.

4. 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 Companies Act, 2013, in respect of loans, investments, guarantees and security.

5. The Company has not accepted any deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from public are not applicable.

6. We have broadly reviewed the cost records maintained by the Company pursuant to Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, Value Added Tax, Cess, Goods & Service Taxes (IGST/CGST/SGST) and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, undisputed amounts payable in respect of Professional Tax is Rs.1,14,971/- which were outstanding as at March 31, 2019 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us and on the basis of the documents and records the disputed statutory dues which have not been deposited with the appropriate authorities are as under:

Name of the statute	Nature of dues	Amount of Demand in dispute ( Rs.)	Period to which the amount relates	Forum where dispute is pending	Amount Paid under protest (Rs.)
Income Tax	Income Tax	24,65,000/-	1995-1996	DCIT, Kolkata	Adjusted against TDS
Income Tax	Income Tax	8,45,670/-	2011-2012	CIT(A), Kolkata	1,69,344/-
Income Tax	Income Tax	4,23,930/-	2012-2013	DCIT, Kolkata	45,553/-
Income Tax	Income Tax	62,55,770/-	2013-2014	CIT(A), Kolkata	9,39,366/-
Income Tax	Income Tax	5,80,970/-	2014-2015	CIT(A), Kolkata	1,18,150/-

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken loan either from financial institutions or from the government and has not issued any debentures.

9. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not raised money by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud by the Company or on the Company by its Officer or Employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanation given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanations given by the manage me nt, the Company has not entered into any non-cash transactions with directors or persons connected with him/her. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

41, N. S. Road, For L. K. BOHANIA & Co.

4^th Floor, Room No. - 404, Chartered Accountants

Kolkata - 700 001 FRNo.317136E

Vikash Mohata

Place : Kolkata. Partner.

Dated : The 28^th Day of May, 2019 Membership No.-304011

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Mar 31, 2015

1. We have audited the accompanying financial statements of M/s. Norben Tea & Exports Ltd which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, 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

2. 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 section133 of the Act, read with Rule-7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities; section and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken in to account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

6. 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March, 2015;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

Emphasis of Matters

7. We draw attention to the following matter in the Notes on Financial Statements :

Note No. 11 (b) regarding capitalization of expenses relating to maintenance & plantation of young tea amounting to Rs. 1125 thousands which are of revenue in nature. In the opinion of the management, the cost of deployment of labour for young tea plantation in nursery division and maintenance thereof till to the commencement of commercial production have been capitalized on prudent consideration of accepted accounting principles.

Our Opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

9. 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 appears from our examination of those books and proper returns/statements adequate for the purposes of our audit have been received from garden not visited by us;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns/statements received from garden not visited by us;

d. in our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) rules 2014.

e. on the basis of written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of sub-section (2) of Section 164 of the Act.

f) In our opinion and to the best of our information and according to the explanation given to us:

i) The company does not have any pending litigation which would impact its financial position

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our report to the members of M/s. NORBEN TEA & EXPORTS LTD. for the year ended 31 March, 2015, We report that :

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and

situation of its fixed assets.

(b) As informed, the fixed assets have been physically verified by the management at the year end and no material discrepancies are reported to have been noticed on such verification.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory and in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operation of the company.

(iii) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act' 2013.

(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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit, we have neither come across, nor have we been informed of any continuing failure to correct major weaknesses in internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of section 73 to 76 or any other relevant provisions of the Companies Act, and the rules framed there under and the directives issued by the Reserve Bank of India. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal against the company.

(vi) On the basis of report produced, we are of the opinion that, prima facie, the Cost records as prescribed by the central government under sub-section (1) of section 148 of the Act have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vi i) (a) On the basis of examination of the books of account and according to the information & explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess, except Professional Tax. According to the information and explanations given to us, the undisputed amount payable in respect of Professional Tax is Rs.148 thousands, which were outstanding as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no statutory dues, which have not been deposited on account of any dispute.

(c) According to the information and explanation given to us there is no such amount that is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under.

(viii) The Company has no accumulated losses and it has incurred no cash loss during the financial year covered by our report and also in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders during the year.

(x) According to the information & explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions, the terms & conditions whereof are prejudicial to the interest of the Company.

(xi) On the basis of our examinations and according to the information and explanations given to us, no term loan has been raised during the year.

(xii) During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company, nor have we been informed of any such case by the Management.

For GOENKA SHAW & CO. Chartered Accountants FRNo. 319075E

Place : Kolkata. CA. Saroj K. Swain Dated : The 14th Day of May, 2015 Partner. Membership No. 061912

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Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying financial statements of M/s. Norben Tea & Exports Ltd which comprise the Balance Sheet as at 31 March 2014, 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

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing opinion on the effectiveness of the Company''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.

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

Opinion

6. 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014; ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and iii. in the case of the cash flow statement, of the cash flows for the year ended on that date.

Emphasis of Matters

7. Without qualifying our report, we draw attention to :

i) Note No.11 (b) regarding capitalization of expenses relating to maintenance & plantation of young tea amounting to Rs.1339 thousands which are of revenue in nature. In the opinion of the management, the cost of deployment of labour for young tea plantation in nursery division and maintenance thereof till to the commencement of commercial production have been capitalized on prudent consideration of accepted accounting principles.

ii) Note No.29 regarding written back of earlier years liability in respect of W.B.R.E. & P.E. Cess of Rs.278 thousands, which in opinion of the management is not payable.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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.

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns/statements adequate for the purposes of our audit have been received from garden not visited by us;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns/statements received from garden not visited by us;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 AUDITOR''S REPORT

The Annexure referred to in our report to the members of M/s. NORBEN TEA & EXPORTS LTD. for the year ended 31 March, 2014, We report that :

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

(b) As informed, the fixed assets have been physically verified by the management at the year end and no material discrepancies are reported to have been noticed on such verification.

(c) During the year the company has not disposed off any of it''s fixed assets, during the year.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory and in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operation of the company.

(iii) (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act'' 1956.

(b) On the basis of our examination of the books of account and according to the information and explanations given to us, the company has not taken any loan secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act'' 1956.

(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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit, we have neither come across, nor have we been informed of any continuing failure to correct major weaknesses in internal control system.

(v) (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has during the year entered into transaction that needs to be entered into the Register maintained under Section 301 of the Companies Act 1956.

(b) According to the information and explanations given to us, the transaction made in pursuance of such contract or arrangement have been made at prices, which are reasonable having regard to the prevailing market prices as on the date of such transaction.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal against the company.

(vii) According to the information & explanations given to us, the Company has no internal audit system commensurate with the size and nature of its business during the year.

(viii) On the basis of report produced, we are of the opinion that, prima facie, the Cost records as prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) On the basis of examination of the books of account and according to the information & explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues, except Professional Tax. According to the information and explanations given to us, the undisputed amount payable in respect of Professional Tax is Rs.138 thousands, which were outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no statutory dues, which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses and it has incurred no cash loss during the financial year covered by our report and also in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society, therefore the provision of clause (xiii) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xiv) As per records of the Company and the information & explanations given to us by the management, the Company is dealing in or trading in shares, securities, debenture and other investments and in our opinion, proper records have been maintained of the transactions and contracts, and timely entries have been made therein, also the shares, securities, debentures and the other investments have been held by the Company in its own name.

(xv) According to the information & explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions, the terms & conditions whereof are prejudicial to the interest of the Company.

(xvi) On the basis of our examinations and according to the information and explanations given to us, no term loan has been raised during the year.

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

(xviii) The Company has not raised any money by issue of shares during the year. Therefore the provisions of clause (xviii) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year under audit. Accordingly, the provision of clause (xix) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xx) The Company has not raised any money by way of public issue during the year. Therefore the provisions of clause (xx) of the paragraph 4 of the aforesaid Order are not applicable to the Company.

(xxi) During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company, nor have we been informed of any such case by the Management.

For GOENKA SHAW & CO.

Chartered Accountants

FRNo. 319075E

Place : Kolkata. CA. Saroj K. Swain

Dated : The 30th Day of May, 2014 Partner.

Membership No. 061912

---

Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of M/S. NORBEN TEA & EXPORTS LTD. which comprise the Balance Sheet as at 31 March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

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

3. Auditor''s Responsibility

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

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

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

4. Further attention is invited to the following notes:

a) Note No.20.1 regarding non-provision of actuarial gratuity liability(amount not ascertained) and it''s impact on the profit for the year, reserve & surplus and current liabilities at the year end, if any is currently not ascertainable and commented upon by us.

b) Nofe No. 9 (b) regarding capitalization of expenses relating to maintenance & plantation of young tea amounting to Rs.4545 thousands and as a result the profit for the year, fixed assets and reserve & surplus at the year end have been overstated to that extent.

5. The overall impact of the adjustments to be carried out as per remarks as given above or otherwise has not been ascertained and therefore can not be commented upon by us.

6. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements read in conjunction with Significant Accounting Policies and Notes on Financial Statement as referred to in Note No. 1 to 33 subject to the attention drawn to Para 4 above and our inability to ascertain and comment on the overall impact with respect to these as state in Para 5 above, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2013:

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

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

7. Report on Other Legal and Regulatory Requirements

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

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

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

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns/statements adequate for the purposes of our audit have been received from garden not visited by us;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and the returns/statements received from garden not visited by us;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards except, AS-15 "Accounting For Employee Benefits" in respect of provision for employee benefits referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

e) on the basis of written representations received from the directors as on 31 March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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.

ANNEXURE TO THE AUDITOR''S REPORT

The Annexure referred to in our report to the members of M/s. NORBEN TEA & EXPORTS LTD. for the year ended 31 March, 2013, We report that:

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

(b) As informed, the fixed assets have been physically verified by the management at the year end and no material discrepancies are reported to have been noticed on such verification.

(c) During the year the company has not disposed off a substantial part of it''s fixed assets, which effects the going concern concept.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory and in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operation of the Company.

(iii) (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act'' 1956.

(b) In view of our comment in paragraph iii (a) above clauses iii(b), iii(c) & iii(d) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(c) On the basis of our examination of the books of account and according to the information and explanations given to us, the company has taken unsecured loan from a director during the year. The total amount involved in the transaction was Rs.1405 thousands and the year end balance was Rs.Nil.

(d) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the company are not prima facie prejudicial to the interest of the company.

(e) In our opinion and according to the information and explanations given to us, the payment of the principal amount and interest are also regular.

(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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit, we have neither come across, nor have we been informed of any continuing failure to correct major weaknesses in internal control system.

(v) a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has during the year entered into transaction that needs to be entered into the Register maintained under Section 301 of the Companies Act 1956.

(b) According to the information and explanations given to us, the transaction made in pursuance of such contract or arrangement have been made at prices, which are reasonable having regard to the prevailing market prices as on the date of such transaction.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal against the company.

(vii) According to the information & explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business during the year.

(viii) On the basis of report produced, we are of the opinion that, prima facie, the Cost records as prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act have been made and maintained.

(ix) (a) On the basis of examination of the books of account and according to the information & explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues ,except West Bengal Rural Employment and Production I Primary Education(W.B.R.E.PPE) Cess and Professional Tax. According to the information and explanations given to us, the undisputed amounts payable are W.B.R.E.P.RE. Cess of Rs.278 thousands and Professional Tax of Rs.126 thousands, which were outstanding as at 31" March 2013 for a period of more than six months from the date they became payable. In respect of W.B.R.E.RRE. Cess, the different association in tea industry has disputed the cess liabilities in different forums. Pending the out come of the disputes, the management is of the opinion that the cess is not payable. (b) According to the information and explanations given to us there are no statutory dues, which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses and it has incurred no cash loss during the financial year covered by our report and also in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society, therefore the provision of clause (xiii) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xiv) As per records of the Company and the information & explanations given to us by the management, the Company is dealing in or trading in shares, securities, debenture and other investments and in our opinion, proper records have been maintained of the transactions and contracts, and timely entries have been made therein, also the shares, securities, debentures and the other investments have been held by the Company in its own name.

(xv) According to the information & explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions, the terms & conditions whereof are prejudicial to the interest of the Company.

(xvi) On the basis of our examinations and according to the information and explanations given to us, no term loan has been raised during the year.

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

(xviii) The Company has not raised any money by issue of shares during the year. Therefore the provisions of clause (xviii) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year under audit. Accordingly, the provision of clause (xix) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xx) The Company has not raised any money by way of public issue during the year. Therefore the provisions of clause (xx) of the paragraph 4 of the aforesaid Order are not applicable to the Company.

(xxi) During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company, nor have we been informed of any such case by the Management.

For GOENKA SHAW & CO,

Chartered Accountants

FRNO.319075E

Place : Kolkata. CA.Saroj K. Swain

Dated : The 30lh

Day of May''2013 Partner. Membership No. 061912

---

Mar 31, 2012

1. Wehave audited the attached Balance Sheet of NORBEN TEA & EXPORTS LIMITED asat31stMarch 2012, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance wit!- the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on 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.

3. As required by the Companies (Auditor's Report) Order, 2003, 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 227of the Companies Act 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4&5 of the said Order.

4. Further attention is invited to the following notes to the Notes on Account:

a) Note No. 18.01 regarding non-provision of actuarial gratuity liability (amount not ascertained) and it's impact on the profit for the year, reserve & surplus and current liabilities at the year end, if any is currently not ascertainable and commented upon by us.

b) Note No.7.02 regarding capitalization of expenses relating to maintenance & plantation of young tea amounting to Rs.4060 thousands and as a result the profit for the year, fixed assets and reserve & surplus at the year end have been overstated to that extent.

5. The overall impact of the adjustments to be carried out as per remarks as given in Para 4 above or otherwise has not been ascertained and therefore can not be commented upon by us.

6. Further to above and also our comments in Annexure referred to in paragraphs 3 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 purposes 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 , Statement of Profit & Loss and 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 dealt with by this report comply with the Accounting Standards(AS) except, AS-15 " Accounting For Employee Benefits" in respect of provision for employee benefits referred to in sub-section (3C) of section 211 of the Companies Act 1956;

(v) We have no such observations, which have an adverse effect on the functioning of the company.

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

(vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read in conjunction with Significant Accounting Policies and Notes on Financial Statement as referred to in Note No I to 33 subject to Para 4 above and our inability to ascertain and comment on the overall impact with respect to these as state in Para 5 above, gives 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 case of the Statement of Profit and Loss of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT Re: NORBEN TEA & EXPORTS LIMITED (Referred to in paragraph 3 of our report of even date)

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

(b) As informed, the fixed assets have been physically verified by the management at the year end and no material discrepancies are reported to have been noticed on such verification.

(c) During the year the company has not disposed off a substantial part of it's fixed assets, which effects the going concern concept.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory and in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operation of the company.

(iii) (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act' 1956.

(b) In view of our comment in paragraph iii(a) above clauses iii(b), iii(c) & iii(d) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(c) On the basis of our examination of the books of account and according to the information and explanations given to us, the company has taken unsecured loan from a director during the year. The total amount involved in the transaction was Rs. 8872 thousands and the year end balance was Rs. Nil.

(d) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the company are not prima facie prejudicial to the interest of the company.

(e) In our opinion and according to the information and explanations given to us, the payment of the principal amount and interest are also regular.

(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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit, we have neither come across, nor have we been informed of any continuing failure to correct major weaknesses in internal control system.

(v) (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has during the year entered into transaction that needs to be entered into the Register maintained under Section 301 of the Companies Act 1956.

(b) According to the information and explanations given to us, the transaction made in pursuance of such contract or arrangement have been made at prices, which are reasonable having regard to the prevailing market prices as on the date of such transaction.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal against the company.

(vii) According to the information & explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business during the year.

(viii) On the basis of report produced, we are of the opinion that, prima facie, the Cost records as prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act have been made and maintained.

(ix) (a) On the basis of examination of the books of account and according to the information & explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues .except West Bengal Rural Employment and Production / Primary Education(W.B.R.E.P.P.E) Cess and Professional Tax. According to the information and explanations given to us, the undisputed amounts payable are W.B.R.E.P.P.E. Cess of Rs.2.25 lacs and Professional Tax of Rs.113 thousands, which were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no statutory dues, which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses and it has incurred no cash loss during the financial year covered by ' our report and also in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society, therefore the provision of clause (xiii) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xiv) As per records of the Company and the information & explanations given to us by the management, the Company is dealing in or trading in shares, securities, debenture and other investments and in our opinion, proper records have been maintained of the transactions and contracts, and timely entries have been made therein, also the shares, securities, debentures and the other investments have been held by the Company in its own name.

(xv) According to the information & explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions, the terms & conditions whereof are prejudicial to the interest of the Company.

(xvi) On the basis of our examinations and according to the information and explanations given to us, no term loan has been raised during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no firnds raised during the year on short-term basis have been used for long-term investment.

(xviii)The Company has not raised any money by issue of shares during the year. Therefore the provisions of clause

(xviii) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year under audit. Accordingly, the provision of clause

(xix) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xx) The Company has not raised any money by way of public issue during the year. Therefore the provisions of clause (xx) of the paragraph 4 of the aforesaid Order are not applicable to the Company.

(xxi) During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company, nor have we been informed of any such case by the Management.

For GOENKA SHAW & CO.

Chartered Accountants

FRNO.319075E

CA. S. K. SWAIN

Place : Kolkata. Partner

Dated : The 30th Day of May' 2012 Membership No. 061912

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Mar 31, 2010

1. We have audited the attached Balance Sheet of NORBEN TEA & EXPORTS LIMITED as at 31st March 2010, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227of the Companies Act 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4&5 of the said Order.

4. Further attention is invited to the following notes to the Schedule-XVIII:

a) Note No. B(2) regarding non-provision of actuarial gratuity liability(amount not ascertained) and its impact on the profit for the year, reserve & surplus and current liabilities at the year end, if any is currently not ascertainable and commented upon by us.

b) Note No.B(14) regarding capitalization of expenses relating to maintenance & plantation of young tea amounting to Rs. 16.16lacs and as a result the profit for the year, fixed assets and reserve & surplus at the year end have been overstated to that extent.

c) Note No. B(17) regarding amortisation of AMGR claim during the year and consequently profit for the year has understated by Rs. 1.34 lacs.

5. The overall impact of the adjustments to be carried out as per remarks as given in Para 4 above or otherwise has not been ascertained and therefore can not be commented upon by us.

6. Further to above and also our comments in Annexure referred to in paragraphs 3 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 purposes 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards(AS) except, AS-15 "Accounting For Employee Benefits" in respect of provision for employee benefits referred to in sub-section (3C) of section 211 of the Companies Act 1956;

(v) We have no such observations, which have an adverse effect on the functioning of the company.

(vi) On the basis of written representations received from the Directors of the company, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at 31st March2010 from being appointed as a Director of the company in terms of clause(g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read in conjunction with Significant Accounting Policies and Notes on Accounts as referred to in Schedule "XVIII", subject to Para 4 above and our inability to ascertain and comment on the overall impact with respect to these as state in Para 5 above, gives 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 case of the Profit and Loss Account of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

Re: NORBEN TEA & EXPORTS LIMITED

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

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

(b) As informed, the fixed assets have been physically verified by the management at the year end and no material discrepancies are reported to have been noticed on such verification.

(c) During the year the company has disposed off some of its fixed assets, which in our opinion do not constitute substantial part of fixed assets owned by the company. Therefore the provision of the clause (ic) of paragraph 4 of the aforesaid Order in our opinion is not applicable to the Company.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory and in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operation of the company.

(iii) (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956.

(b) In view of our comment in paragraph iii(a) above clauses iii(b), iii(c) & iii(d) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(c) On the basis of our examination of the books of account and according to the information and explanations given to us, the company has taken unsecured loan from a director during the year. The maximum amount involved in the transaction was Rs.71.43lacs and the year end balance was Rs. Nil.

(d) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the company are not prima facie prejudicial to the interest of the company.

(e) In our opinion and according to the information and explanations given to us, the payment of the principal amount and interest are also regular.

(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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit, we have neither come across, nor have we been informed of any continuing failure to correct major weaknesses in internal control system.

(v) (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has during the year entered into transaction that needs to be entered into the Register maintained under Section 301 of the Companies Act 1956. (b) According to the information and explanations given to us, the transaction made in pursuance of such contract or arrangement have been made at prices, which are reasonable having regard to the prevailing market prices as on the date of such transaction.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal against the company.

(vii) According to the information & explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business during the year.

(viii) On the basis of report produced, we are of the opinion that, prima facie, the Cost records as prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act have been made and maintained.

(ix) (a) On the basis of examination of the books of account and according to the information & explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues, except provident fund, Income Tax (T.D.S.), West Bengal Rural Employment and Production/Primary Education(W.B.R.E.P.P.E) Cess and Professional Tax.

According to the information and explanations given to us, the undisputed amounts payable are Provident and Allied Fund of Rs.44.50lacs, W.B.R.E.P.P.E. Cess of Rs.2.25lacs, Professional Tax of Rs.0.74 lacs and Central sales tax & VAT of Rs. 1.15 lacs, which were outstanding as at 31" March 2010 for a period of more than six months from the date they became payable. In respect of W.B.R.E.P.P.E cess, the Govt, of West Bengal, vide Gazette granted installments to be paid within 31st March 2010 in respect of dues up to 31.03.2004 alongwith interest thereon (Amount not ascertained).

(b) According to the information and explanations given to us there are no statutory dues, which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses and it has incurred no cash loss during the financial year covered by our report and also in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society, therefore the provision of clause

(xiii) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xiv) As per records of the Company and the information & explanations given to us by the management, the Company is dealing in or trading in shares, securities, debenture and other investments and in our opinion, proper records have been maintained of the transactions and contracts, and timely entries have been made therein, also the shares, securities, debentures and the other investments have been held by the Company in its own name.

(xv) According to the information & explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions, the terms & conditions whereof are prejudicial to the interest of the Company.

(xvi) On the basis of our examinations and according to the information and explanations given to us, the company has during the year not raised any term loans.

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

(xviii) The Company has not raised any money by issue of shares during the year. Therefore the provisions of clause (xviii) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year under audit. Accordingly, the provision of clause (xix) of paragraph 4 of the aforesaid Order is not applicable to the Company.

(xx) The Company has not raised any money by way of public issue during the year. Therefore the provisions of clause (xx) of the paragraph 4 of the aforesaid Order are not applicable to the Company.

(xxi) During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management.



For GOENKA SHAW & CO.

Chartered Accountants

FR NO. 319075E

CA. S K SWAIN

Partner

Membership No. 061912

Place: Kolkata

Dated : The 11 th day of August, 2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of NORBEN TEA & EXPORTS LIMITED as at 31 st March 2009, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the 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 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4S5 of the said Order.

4. Further to our comments in Annexure referred to in paragraphs 3 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 purposes 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In ouropinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards (AS) except, AS-15 "Accounting For Employee Benefits" in respect of provision for employee benefits referred to in sub-section (3C) of section 211 of the Companies Act 1956;

(v) We have no such observations, which have an adverse effect on the functioning of the company;

(vi) On the basis of written representations received from the Directors of the company, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at 31st March, 2009 from being appointed as a Director of the company in terms of clause(g) of sub-section (1) of section 274 of the companies Act, 1956;

(vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read in conjunction with Significant Accounting Policies and Notes on Accounts as referred to in Schedule "XVIII", subject to Note No. 6(2), B(13) & B(16) regarding Non-provision of gratuity liabilities (Amount not ascertained), Capitalisation of expenses relating to maintenance.of young tea amounting to Rs.42.8Slacs and Amortisation ofAMGR claim of Rs. 1.34 lacs during the year respectively arid the resultant effect thereof on the Profit for the year, 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, 2009.

b. In case of the Profit and Loss Account of the Profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORSREPORT RE: NORBEN TEA & EXPORTS LIMITED (Referred to in paragraph 3 of our report of even date)

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

(b) As informed, the fixed assets have been physically verified by the management at the year end and no material discrepancies are reported to have been noticed on such verification.

(c) During the year the company has disposed off some of its fixed assets, which in our opinion do not constitute substantial part of fixed assets owned by the company. Therefore the provision of the clause (ic) of paragraph 4 of the aforesaid Order in our opinion is not applicable to the Company.

II. (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory and in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operation of the company.

III. (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) In view of our comment in paragraph iii(a) above clauses iii(b), iii(c) & iii(d) of paragraph 4 of the aforesaid Order are not applicable to the Company.

(c) On the basis of our examination of the books of account and according to the information and explanations given to us, the company has taken unsecured loan from a director during the year. The maximum amount involved in the transaction was Rs.99.39 lacs and the year end balance was Rs.54.16 lacs.

(d) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the company are not prima facie prejudicial to the interest of the company.

(e) In our opinion and according to the information and explanations given to us, the payment of the principal amount and interest are also regular.

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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit, we have neither come across, nor have we been informed of any continuing failure to correct major weaknesses in internal control system.

V. (a) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has during the year entered into transaction that needs to be entered into the Register maintained under Section 301 of the Companies Act 1956. (b) According to the information and explanations given to us, the transaction made in pursuance of such contract or arrangement have been made at prices, which are reasonable having regard to the prevailing market prices as on the date of such transaction.

VI. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal against the company.

VII. According to the information & explanations given to us. the Company has an internal audit system commensurate with the size and nature of its business during the year.

VIII. On the basis of report produced, we are of the opinion that, prima facie, the Cost records as prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act have been made and maintained.

IX. (a) On the basis of examination of the books of account and according to the information & explanations given to us, the

Company is regular in depositing with appropriate authorities undisputed statutory dues, except provident fund, Income Tax (T.D.S.), West Bengal Rural Employment and Production I Primary Education (W.B.R.E.P.RE.) Cess and Professional Tax. According to the information and explanations given to us, the undisputed amounts payable are Provident and Allied Fund of fis.3S.25 tecs, Income Tax (T.D.S.) of Rs.3.33 lacs, W.B.R.E.P.RE. Cess of Rs.2.25 lacs and Professional Tax of Rs.0.76 lacs which were outstanding as at 31st March 2009 for a period of more than six months from the date they became payable. In respect of W.B.R.E.RP.E. cess, the Govt, of West Bengal, vide Gazette granted installments to be paid within 31st March, 2009 in respect of dues up to 31.03.2004 alongwith interest thereon (Amount not ascertained). (b) According the the information and explanations given to us there are no statutory dues, which have not been deposited on account of any dispute.

X. The Company has no accumulated losses and it has incurred no cash loss during the financial year covered by our report and also in the immediately preceding financial year.

XI. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in.repayment of dues to financial institution, banks or debenture holders during the year.

XII. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

XIII. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society, therefore the provision of clause (xiii) of paragraph 4 of the aforesaid Order is not applicable to the Company.

XIV. As per records of the Company and the information & explanations given to us by the management, the Company is dealing in or trading in shares, securities, debenture and other investments and in our opinion, proper records have been maintained of the transactions and contracts, and timely entries have been made therein, also the shares, recurities, debentures and the other investments have been held by the Company in its own name.

XV. According to the information & explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions, the terms & conditions whereof are prejudicial to the interest of the Company.

XVI. On the basis of our examinations and according to the information and explanations given to us, the company has during the year not raised any term loans.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that Rs.43.84 lacs raised during the year on short-term basis have been used for long-term investment.

XVIII. The Company has not raised any money by issue of shares during the year. Therefore the provisions of clause (xviii) of paragraph 4 of the aforesaid Order are not applicable to the Company.

XIX. The Company has not issued any debentures during the year under audit. Accordingly, the provision of clause (xix) of paragraph 4 of the aforesaid Order is not applicable to the Company.

XX. The Company has not raised any money by way of public issue during the year. Therefore the provisions of clause (xx) of the paragraphs of the aforesaid Order are not applicable to the Company.

XXI. During the course of our examination of the books of account carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the Management.

For GOENKA SHAW & CO. Chartered Accountants CA. SAROJ KUMAR SWAIN Partner. Place: Kolkata. Dated : The 31st Day of July, 2009. Membership No. 061912