Auditor Report of Sirohia & Sons Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Sirohia & Sons Ltd., ("the Company"), which comprise the Balance Sheet as at March 31st, 2015, the statement of Profit and Loss and the Cash Flow Statement for the year then ended, in which are incorporated the accounts of the Branch as audited by the Branch Auditor and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility:

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 assessment, the auditor considers internal control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the said 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 31st March, 2015;

ii. in the case of the Statement of Profit and Loss, of the "Loss" 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 Matter:

The Company has given business advance for procurement of goods amounting to ' 3.75 Crores during the financial year to a related party, M/s Jai Trading & Co.

The Company had advanced a sum of ' 19 Crore in earlier years to two Tea Estate Companies for acquiring stake in Tea Estate. The stake will be transfered to the company in the next financial year.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards referred to in section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us:

i. The Company has no pending litigations, thus no disclosure is required in the financial statements of the company.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts and the company has no derivative contracts.

iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company;

ADDITIONAL INFORMATION ANNEXED TO THE INDEPENDENT AUDITOR'S REPORT

I. a) The Company is in process of updating the Fixed Asset Register of current year of audit, showing full particulars, including quantitative details and situation of fixed assets.

b) We have been informed that the Fixed Assets, whose records have been updated, have been physically verified by the management during the year and no material discrepancies were noticed on such verification between the available records & physical 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, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

III. The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence, the provisions of sub Clause (a) to (b) of Clause (iii) of paragraph of the Order are not applicable to the Company.

IV. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & sale of services. Further, on the basis of.our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

V. In our Opinion and according to information and explanations given to us, the company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the Provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Therefore, the provision of Clause (V) of Paragraph 4 of the order is not applicable to the company.

VI. In our opinion and according to information and explanations given to us, the maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company during the year under audit

VII. In respect of statutory dues:

a) According to the records, the Company is generally regular in depositing undisputed statutory dues including income tax, wealth Tax, sales Tax, duty of custom, duty of excise, value added tax, cess etc. wherever deducted and any other statutory dues as applicable to the company with appropriate authorities.

The Company neither provides for nor deposits provident fund, employees' state insurance with appropriate authorities.

According to the information and explanations given to us and the records of the company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b) According to the records of the Company examined by us and the information and explanation given to us, there are no disputed dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute.

c) According to the information and explanations given to us, no amount 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 thereunder. Hence, the provisions of Investor Education and Protection Fund are not applicable to the Company.

VIII. The Company does not have any accumulated losses as on 31st March 2015. It has not incurred any cash losses during the financial year covered by our audit and it has also not incurred any cash losses during the immediately preceding financial year.

IX. Based on the audit procedures and as per information and explanations given by the management, there are no dues to debenture holders. Further the company has not defaulted in repayment of dues to any financial institution or banks

X. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

XI. In our opinion and according to the information and explanations given to us the company has not obtained any term loan during the financial year.

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

For S. PODDAR & CO. Chartered Accountants Firm Regn. No: 320294E

Place: Kolkata Date: 28th May 2015 CA. KHUSBOO TAYAL Partner Membership No: 69828