ఆడిటర్ నివేదిక Assambrook Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including 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.

Auditors'' 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 misstatements.

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 entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: subject to Note No.26 regarding non-provision of interest and penalties on account of non-payment of Provident Fund Dues, the impact of which is presently not ascertainable

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

(b) In the case of the statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirement

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

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

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 has been kept by the Company so far as appear from our examination of those books.

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (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 March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 INDEPENDENT AUDITORS'' REPORT:

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirement" of our report of even date

1. In respect of its Fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b. As explained to us, all the fixed assets of the Company have been physically verified by the management in phased periodical manner, which in our opinion, is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have been noticed on such physical verification.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a. The inventories of the Company have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. The Company has maintained proper records of inventories. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has neither given nor taken any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii) (a) to (iii) (g) of paragraph 4 of the Order are not applicable.

4. 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 purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, there have been no transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the present internal audit system of the Company requires to be strengthened to make it commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for any of the product of the Company.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income- Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable except the followings:

Sr. Nature of Dues Amount (Rs.) No.

1. Green Leaf Cess 15,06,007

2. Profession Tax 5,14,409

3. Sales Tax 11,24,000

As regards amount of Provident Fund Dues which relates to earlier years the office of P.F. Commissioner, The Board of Trustee vide their letter no. PF (L)/2009/D-96/D-37/D- 51/D-35/D-31/3252-59 Dated: 01/09/2009 had granted installment for payment of arrear due and the same are to be paid in 60 monthly installments from November 2009. The installments during the year are generally paid regularly by the company, and the outstanding amount of P.F. Dues as on the date of Balance sheet is Rs. 3,10,30,845.

10. The Company has accumulated losses of Rs. 9,84,98,000 at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. 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 institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the company is not a dealer or trader in securities.

15. The Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. According to the information and explanations given to us and on an overall examination, the term loan has been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debenture during the year.

20. The Company has not raised any monies by way of public issues during the year.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For TIWARI & COMPANY CHARTERED ACCOUNTANTS Firm Regn No. 309112E Place: Kolkata Dated: 30 May 2014 (P. Tiwari) (Partner) (M.N.16590)

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Mar 31, 2012

1. We have audited the attached Balance Sheet of ASSAMBROOK LIMITED as at 31st March 2012, Profit & Loss Account of the Company for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (the Order) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 (‘the Act') and according to the information and explanation given to us and on the basis of such checks, as we considered appropriate, we further report that:

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

(b) There is a phased program me of verification of such assets, based on which physical verification has been carried out during the year. Discrepancies in respect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its assets.

(c) No substantial part of Fixed Assets of the Company has been disposed off during the year, which affects the going concern status of the Company.

ii. (a) The inventory except which are in transit and lying with third parties, have been

Physically verified during the year by the management. In our opinion and according to the information and explanation given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory 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 the records of inventory and according to the information and explanations given to us, we are of the opinion that the company is

maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.

iii. (a) The Company has not granted any loans secured or unsecured to any company, firm, or

other parties covered in the register maintained under Section 301 of the Act. Therefore provisions of clause 4(iii)(b), (c) and (d) of the Order are not applicable to the Company..

(b) The Company has not taken any loans secured or unsecured from any company, firm, or other parties covered in the register maintained under Section 301 of the Act. Therefore, provisions of clause 4(iii)(e), (f) and (g) of the Order are not applicable to the Company.

iv. In our opinion and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the company and according to information and explanation 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 the information and explanations provided by the management, there were no contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Act. According provisions of clause 4(v)(b) of the Order are not applicable.

vi. The Company has not accepted any deposit from the Public during the year with in the meaning of sec.58A & 58AA of the Act and the Rules.

In our opinion, the present internal audit system requires to be strengthened to make it commensurate with size and nature of its business.

vii. As informed to us the Company has maintained the cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 but we have not however made a detailed examination of the records with a view to determine whether they are accurate or complete.

viii. (a) According to information and explanation given to us and as per the records of the

company, the company is regular in depositing with the appropriate authority undisputed statutory dues as applicable except Greenleaf Cess & Professional Tax which are due for more than 6 months from the date they became due and payable, and the amount outstanding as on date of Balance sheet is as follows:-

Sr. No. Nature of Dues Amount(Rs.)

1. Green Leaf Cess 4441813

2. Profession Tax 554689

As regards amount of Provident Fund Dues which relates to earlier years the office of P.F. Commissioner, The Board of Trustee vide their letter no. PF(L)/2009/D-96/D-37/D- 51/D-35/D-31/3252-59 Dt: 01/09/2009 has granted installment for payment of arrear due and the same are to be paid in 60 monthly installments from November 2009 .The

installments during the year are paid regularly by the company ,and the outstanding amount of P.F. Dues as on the date of Balance sheet is Rs.4,53,60,153..

(b) According to information and explanations given to us and as per the records of the Company examined by us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:

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

Bengal Finance (Sales Tax) Act 1925071 1988-89 1941

Central Sales Assistant Tax Act, 1956 1267982 1988-89 Commissioner

West Bengal Sales Sales Tax 57672 2001-02 Commercial Taxes. Tax Act, 1994 57672 2001-02 Calcutta (South)

West Bengal VAT 2036266 2008-09 Circle

Act 2003

Ceital Me* 112815 2008-09 Tax Act, 1956 Income Tax 958380 2009-10

1961 KOLKATA

ix. The accumulated losses at the end of the financial year is Rs.1008.82 lacs. which have not exceeded more than 50% of its net worth. The Company has neither incurred cash losses during the year covered by our audit nor in the immediately preceding financial year.

x. The Company has not defaulted in repayment of dues of any Financial Institution or Bank. The previous pending dues have been settled in the current year.

xi. According to information and explanations given and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of Security by way of pledge of shares, Debentures and other securities.

xii. The Company is not a Chit Fund or a Nidhi Mutual Benefit Fund/Society. Therefore, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiii. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other Investments. Therefore, provisions of clause 4(xiv) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from Banks and financial Institutions.

xv. In our opinion and according to the information and explanation given to us, the Company has availed fresh term loan during the current financial year, from Life Insurance Corporation of India amounting Rs.10.17 Lakhs, secured against a life insurance policy.

xvi. According to the information and explanation given to us and on an overall examination of the records of the Company, we report that the Company has used short-term funds for long-term investment, to the extent of Rs.1866.35 Lakhs.

xvii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

xviii. The Company does not have any outstanding debentures during the year.

xix. The Company has issued 6% Redeemable Preference Shares of Rs.265 Lakhs to Union Bank of India as per the negotiation of settlement of dues.

xx. During the course of our examination of the books of accounts carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the company nor we have been informed of any such case by the management.

4. Further to our comments as given above, we report that :

i. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii. In our opinion, proper Books of Account as required by law have been kept by the Company so far as it appears from our examination of the 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) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 to the extent applicable except as given in note no. 31 regarding non recognition of Deferred Tax Assets as per AS-22 and Note no. 33 regarding non provision of Leave encashment as per Actuary valuation and non compliance of information as per AS-15(Revised).

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

vi) In our opinion and to the best of our information and according to the explanation given to us, the said financial statements together with the notes and subject to Note No.24(b) & 27 regarding non-provision of interest and penalties on account of non-payment of Provident Fund dues, the impact of which is presently not ascertainable, Note No. 32 and 37 regarding, Other Receivables and Debtors, respectively, the recoverability and consequential adjustments arising therefrom,

presently not ascertainable and Note no33 regarding non provision of Leave encashment as per Actuary valuation and non compliance of information as per AS- 15( Revised) attached there to give, in the prescribed manner, the information required by the act, and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

b.. In the case of Statement of Profit & Loss, of the Loss of the Company for the year ended on that date; and

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

For TIWARI &CO.

Firm Regn No. 309112E

Place: Kolkata Chartered Accountants

Date: 23rd August, 2012

(P.Tiwari)

Partner M.No. 16590

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Mar 31, 2011

1. We have audited the attached Balance Sheet of ASSAMBROOK LIMITED as at 31st March 2011, Profit & Loss Account of the Company for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Out responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (the Order) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ('the Act') and according to the information and explanation given to us and on the basis of such checks, as we considered appropriate, we further report that:

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

(b) There is a phased programme of verification of such assets, based on which physical verification has been carried out during the year. Discrepancies in respect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its assets.

(c) No substantial part of Fixed Assets of the Company has been disposed off during the year, which affects the going concern status of the Company.

ii(a) The inventory except which are in transit and lying with third parties, have been Physically verified during the year by the management. In our opinion and according to the information and explanation given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory 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 the records of inventory and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.

iii (a) The Company has not granted any loans secured or unsecured to any company, firm, or other parties covered in the register maintained under Section 301 of the Act. Therefore provisions of clause 4(iii)(b), (c) and (d) of the Order are not applicable to the Company..

(b) The Company has not taken any loans secured or unsecured from any company, firm, or other parties covered in the register maintained under Section 301 of the Act. Therefore, provisions of clause 4(iii)(e), (f) and (g) of the Order are not applicable to the Company.

iv. In our opinion and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the company and according to information and explanation 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. According to the information and explanations provided by the management, there were no contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Act. According provisions of clause 4(v)(b) of the Order are not applicable.

vi. The Company has not accepted any deposit from the Public during the year with in the meaning of sec.58A & 58AA of the Act and the Rules.

vii. In our opinion, the present internal audit system requires to be strengthened to make it commensurate with size and nature of its business.

viii. As informed to us the Company has maintained the cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 but we have not however made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix (a) According to information and explanation given to us and as per the records of the company, the company is regular in depositing with the appropriate authority undisputed statutory dues as applicable except Greenleaf Cess & Professional Tax which are due for more than 6 months from the date they became due and payable, and the amount outstanding as on date of Balance sheet is as follows:- Sr. No. Nature of Dues Amount(Rs.)

1. Green Leaf Cess 4509654

2. Profession Tax 543896

As regards amount of Provident Fund Dues which relates to earlier years the office of P.F. Commissioner, The Board of Trustee vide their letter no. PF(L)/2009/D-96/D-37/D-51/D-35/D-31/3252-59 Date: 01/09/2009 has granted installments for payment of arrear due and the same are to be paid in 60 monthly installments from November 2009 .The installments during the year are paid regularly by the company ,and the outstanding amount of P.F. Dues as on the date of Balance sheet is Rs.4,76,50,536.

(b) According to information and explanations given to us and as per the records of the Company examined by us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:

Name of the Nature of the dues Amount Statute (Rs.)

Bengal Finance Sales Tax 1925071 (Sales Tax) Act 1941

Central Sales Sales Tax 1267982 Tax Act, 1956

Bengal Finance Sales Tax 462499 (Sales Tax) Act 1941

West Bengal Sales Sales Tax 57672 Tax Act,1994

West Bengal Sales Sales Tax 37458 Tax Act,1994







Name of the Period to Forum where dispute is Statute which the pending amount relates

Bengal Finance 1988-89 Assistant (Sales Tax) Act Commissioner 1941 Commercial Taxes. Calcutta (South )Circle



Central Sales 1988-89 Assistant Tax Act,1956 Commissioner Commercial Taxes. Calcutta (South )Circle



Bengal Finance 1992-93 Commercial Tax (Sales Tax) Act Officer, 1941 Park Street Charge

West Bengal Sales 2001-02 Assistant Tax Act, 1994 Commissioner Commercial Taxes. Calcutta (South) Circle

West Bengal Sales 2002-03 Assistant Tax Act, 1994 Commissioner Commercial Taxes. Calcutta (South )Circle

ix. The accumulated losses at the end of the financial year is Rs.1008.24 lacs. which have not exceeded more than 50% of its net worth. The Company has neither incurred cash losses during the year covered by our audit nor in the immediately preceding financial year.

x. The Company has defaulted in repayment of dues of Union Bank of India. Pending settlement of dues with U B I , no interest on loan has been provided in the books of accounts Rs. 661.78 including Rs. 132.36 for the current year as per note no.15 of the Schedule 16.

Financial Institutions Principal Amount Interest Total Overdue Since /Banks Overdue Amount Amount (Rs. in '000) Overdue (Rs. in'000)

Cash Credit :

Union Bank 8396 8786 17182 31.12.2004

Term Loan :

Union Bank 27727 2690 30417 31.12.2005

xi. According to information and explanations given and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of Security by way of pledge of shares, Debentures and other securities.

xii. The Company is not a Chit Fund or a Nidhi Mutual Benefit Fund/Society. Therefore, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiii. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other Investments. Therefore, provisions of clause 4(xiv) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks and financial Institutions.

xv. In our opinion and according to the information and explanations given to us, the Company has not availed fresh term loans during the current financial year.

xvi. According to the information and explanations given to us and on an overall examination of the records of the Company, we report that the Company has not used short-term funds for long term investment.

xvii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

xviii. The Company does not have any outstanding debentures during the year.

xix. The Company has not raised any money through a public issue during the year.

xx. During the course of our examination of the books of accounts carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the company nor we have been informed of any such case by the management.

4. Attention is invited to the following Notes of Schedule 16 :

i)Note No.8 & 3(b) regarding non-provision of interest and penalties on account of non-payment of Provident Fund dues, the impact of which is presently not ascertainable.

ii) Note No. 14 and 18.a regarding, Other Receivables and Debtors, respectively, the recoverability and consequential adjustments arising there from, presently not ascertainable.

iii) Note No. 1(K) and 15 regarding non-provision of up to date retirement benefits i.e. Gratuity and Leave Encashment etc. and non compliance of AS 15 (Revised 2005) for want of certificate and information.

iv) Note No. 16 regarding non-provision of interest estimated to Rs. 132.36 lacs for the current year and Rs.529.43 lacs for earlier years in respect of loan from Union Bank. Due to this profit for the year is higher by Rs.132.36 lacs and current liabilities is lower and debit balance of profit and loss Account lower by Rs.661.78 lacs.

5. We refer to point no. 19 of schedule 16 regarding Kerala Tea Estates and the legal opinion obtained by the company. No further adjustment is required to be carried out and the accounts already incorporated are presumed to be correct. In the absence of any specific claims, we have accepted the position as explained by the Company in the matter.

6.We further report that without giving the effect of the items as referred in Para 4(i), 4(ii), 4(iii), 4(v), above, the impact of which is not ascertainable, and had the impact of items referred in Para 4(iv) above been given effect in the accounts, the Loss for the year after tax would have been Rs.113.89 lacs as against the reported Profit figure of Rs.18.47 lacs, the current liabilities would have been Rs.7573.32 lacs as against the reported figure of Rs.7440.96 lacs and debit balance in Profit and loss account would have been Rs.1670.02 lacs as against the reported figure of Rs.1008.24 lacs.

7. Further to our comments as given above, we report that :

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

ii. In our opinion, proper Books of Account as required by law have been kept by the Company so far as it appears from our examination of the 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. The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 to the extent applicable except as given in Note No. 12 regarding non recognition of Deferred Tax assets as per AS 22, and Note No.14 regarding provision of liability for Gratuity and Leave Encashment as per actuarial valuation and non compliance of AS – 15 (Revised 2005).

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Para 4 above along with their impact including their overall impact to the extent ascertainable as given in Para 6 above and read together with other notes thereon, give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

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

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

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

For TIWARI & CO.

Firm Regn No. 309112E

Place : Kolkata Chartered Accountants

Date : 30th August, 2011

(P.Tiwari)

Partner

M.No. 16590

---

Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures In the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 (the Order) Issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 (the Acf) and according to the information and explanation given to us and on the basis of such checks, as we considered appropriate, we further report that:

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

(b) There is a phased programme of verification of such assets, based on which physical verification has been carried out during the year. Discrepancies in respect of fixed assets verified during the year were not material. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its assets.

(c) No substantial part of Fixed Assets of the Company has been disposed off during the year, which affects the going concern status of the Company.

ii(a) The inventory except which are in transit and lying with third parties, have been Physically verified during the year by the management. In our opinion and according to the information and explanation given to us, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory 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 the records of inventory and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with In the books of accounts.

iii (a) The Company has not granted any loans secured or unsecured to any company, firm, or other parties covered in the register maintained under Section 301 of the Act. Therefore provisions of clause 4(iii)(b), (c) and (d) of the Order are not applicable to the Company.

(b) The Company has not taken any loans secured or unsecured from any company, firm, or other parties covered in the register maintained under Section 301 of the Act. Therefore, provisions of clause 4(iii)(e), (f) and (g) of the Order are not applicable to the Company.

iv. In our opinion and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the company and according to information and explanation 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. According to the information and explanations provided by the management, there were no contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Act. According provisions of clause 4(v)(b) of the Order are not applicable.

vi. In respect of deposits accepted from the public in earlier years, the Company has repaid all the public deposit with in the time extended from time to time by Company Law Board, Eastern Region Bench, Kolkata and during the year the Company has paid the post maturity interest on public Fixed Deposits with in the extended time up to 31.12.2009. However, as per the information given to us, during the year the company has not taken any Fixed Deposit from public.

vii. In our opinion, the present internal audit system requires to be strengthened to make it commensurate with size and nature of its business.

viii. As informed to us the Company has maintained the cost records as prescribed by the Central Government under section 209( 1 )(d) of the Companies Act, 1956 but we have not however made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to information and explanations given to us and as per the records of the company, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Following are the outstanding statutory dues as at the last day of the financial year 2009-10 for a period of more than 6 months from the date they become payable.

Sr. No. Nature of Dues Amount (Rs.)

1. Provident Fund and Other Funds 54855657

2. Sales Tax 1123808

3. Green Leaf Cess 4616400

4. Profession Tax 532009

(b) According to information and explanations given to us and as per the records of the Company examined by us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except the dues as given below:

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

Bengal Finance (Sales Tax) 1925071 1988-89 Assistant Sales Tax Act Commissioner 1941 Commercial Taxes. Calcutta (South) Circle

Central Sales Sales Tax 1267982 1988-89 Assistant Commissioner Tax Act, 1956 Commercial Taxes. Calcutta (South ) Circle

Bengal Finance Sales Tax 462499 1992-93 Commercial (Sales Tax) Act Tax Officer, 1941 Park Street Charge

West Bengal Sales Sales Tax 57672 2001-Q2 Assistant Commissioner Tax Act, 1994 Commercial Taxes. Calcutta (South Circle

West Bengal Sales Sales Tax 37458 2002-03 Assistant Commissioner Tax Act, 1994 Commercial Taxes. Calcutta (South) Circle



x. The accumulated losses at the end of the financial year is Rs. 1026.71 lacs, which have not exceeded more than 50% of its net worth. The Company has neither incurred cash losses during the year covered by our audit nor in the immediately preceding financial year.

xi. In our opinion and according to information and explanations given to us, the Company has entered into Negotiated Settlement and restructuring of Loans with certain Banks and Financial institutions as given in Note No. 17 and 18 of Schedule 17. Further to these, in the following cases the Company has defaulted in repayment of dues to financial institutions and Banks. The amount of interest overdue shown as under does not include non provision of interest of these loans amounting to Rs. 529.43 lacs including Rs. 132.36 lacs for the current year as referred in Note No. 17 of Schedule 17.

Financial Principal Amount Interest Amount Total Amount Overdue Since Institutions /Banks Overdue Overdue (Rs. in 000) (Rs. in 000) (Rs. in 000)

Cash Credit:

Union Bank 8396 8786 17182 31.12.2004

Term Loan :

Union Bank 27727 2690 30417 31.12.2005



xii. According to information and explanations given and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of Security by way of pledge of shares, Debentures and other securities.

xiii. The Company is not a Chit Fund or a Nidhl Mutual Benefit Fund/Society. Therefore, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other Investments. Therefore, provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks and financial Institutions.

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed fresh term loans during the current financial year.

xvii According to the information and explanations given to us and on an overall examination of the records of the Company, we report that the Company has used short-term funds to the extent of Rs. 131.89 Iocs for long term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year. However during the Company has issued 6% Redeemable Preference shares of Rs. 535.00 lacs to Allahabad Bank & Catholic Syrian Bank and issued Eduity shares for Rs. 150.00 lacs to IDBI as per the negotiated settlement with them.

xix The Company does not have any outstanding debentures during the year.

xx. The Company has not raised any money through a public issue during the year.

xxi. During the course of our examination of the books of accounts carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the company nor we have been informed of any such case by the management.

4. Attention is invited to the following Notes of Schedule 17 :

I) Note No. 9 & 3(b) regarding non-provision of interest and penalties on account of non-payment of Provident Fund dues, the impact of which is presently not ascertainable.

II) NoteNo. 15 and 20 regarding. Other Receivables and Debtors, respecth/ely, therecoverabilityand consequential adjustments arising therefrom, presently not ascertainable.

iii) Note No. 1(K) and 16 regarding non-provision of up to date retirement benefits I. e. Gratuity and Leave Encashment etc. and non compliance of AS 15 (Revised 2005) for want of certificate and Information.

Iv) NoteNo. 17regarding non-provision of[Inlerestestimatedto Rs. 132.36 lacs for the current year and Rs. 397.07 toes for earlier years in respect of loan from Union Bank. Due to this profit for the year is hlgherbyRs.132.36 toes andcurrentliabilities is loweranddebitbalance ofprofitandloss Account lower by Rs.529.43 toes.

v) NoteNos. 3(a) and 10 of schedule 17 regarding non provision of contingent liabilities In respect of Sales Tax and land revenue In respect of Dhultie Tea Estate respectively, the impact of which presently not ascertainable.

5.1. We refer to point no 21 of schedule 17 regarding Kerala Tea Estates and the legal opinion obtained by the company. No further adjustment is required to be carried out and the accounts already incorporated are presumed to be correct. In the absence of any specific claims, we have accepted the position as explained by the Company in the matter.

5.2. We refer to Note No. 7 regarding impairment of asset as per Accounting Standard 28 issued by ICAI in respect of which, a Certificate has been obtained from a technical Expert certifying that no provision for impairment of assets is required during the year. In view of the same no provision for impairment has been done.

6. We further report that without giving the effect of the items as referred in Para 4(i), 4(il], 4(111]. 4(v], above, the Impact of which is not ascertainable, and had the impact of items referred in Para 4(iv] above been given effect in the accounts, the Loss for the year after tax would have been Rs 19.84 lacs as against the reported Prof it figure ofRs. 112.52 lacs, the current liabilities would hove been Rs.6801.77 lacs as against the reported figure ofRs.6669.41 lacs and debit balance in Profit and loss account would have been Rs. 1556.14 lacs as against the reported figure of Rs. 1026.71 lacs.

7. Further to our comments as given above, we report that:

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

ii. In our opinion, proper Books of Account as required by law have been kept by the Company so far as it appears from our examination of the 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. Excepting as given in Note No. 14 regarding provision of Deferred Tax as per AS 22 and Note No. 16 regarding provision of liability for Gratuity and Leave Encashmen t as per actuarial valuation and non compliance of AS 15 (Revised 2005). the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of section 2 ll of the Companies Act, 1956 to the extent applicable.

v. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Para 4 above along with their impact including their overall impact to the extent ascertainable as given in Para 6 above and read together with other notes thereon, give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

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

5. In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date; and

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



For TIWARI&CO.

Firm Regn No. 309112E

Place: Kolkcrta Chartered Accountants

Date: 2 September 2010

(R.Tiwari)

Partner

M.No. 16590