Auditor Report of Teesta Agro Industries Ltd.

Mar 31, 2025

We have audited the accompanying Ind AS Financial Statements of Teesta Agio Industries
Limited (“the Company"), which comprise the Balance sheet as at March 31, 2025, the
Statement of Profit and Loss, the Cash Row Statement for the year then ended, and notes to
the financial statements, including a summary of significant accounting policies and other
explanatory information

In our opinion and to the best of our information and according to the explanations given to
us. the aforesaid Ind AS Financial Statements give the information required by the
Companies Act.2013. as amended (‘the Act") in the manner so required and give a true and
(air view m conformity with the accounting principles generally accepted in India, of the slate
of affairs of the Company as at March 31, 2025. its profit including other comprehensive
income, its cash flows and the changes in equity for the year ended on that date

BASIS FOR OPINION

We conducted our audit of the Ind AS Financial Statements in accordance with the
Standards on Auditing (SAs). as specified under section 143(10) of the Act Our
responsibilities under those Standards are further described in the Auditor''s Responsibilities
lor the Audit of the Ind AS Financial Statements'' section of our report. We are independent of
the Company in accordance with the Code of Ethics'' issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit ot
the financial statements under the provisions of the Act and the Rules theie under and we
have fulfilled our other ethical responsibilities In accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis foi our opinion

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the Ind AS Financial Statements for the financial year ended
March 31. 2025. These matters were addressed in the context of our audit of the Ind AS
Financial Statements as a whole, and In forming our opinion thereon, and we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context

We have determined the matters described below to be the key audit matters to be
communicated in our report. We have fulfilled the responsibilities described in the Auditor''s
responsibilities for the audit of the Ind AS Financial Statements section of our report,
including in relation to these matters Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of
the Ind AS Financial Statements The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion
on the accompanying Ind AS Financial Statements

Revenue Recognition

The key audit matter

How the matter was addressed in our audit

Revenue from sale of goods is recognised when control of the products being sold is transferred to the customer and when there are no longer any unfulfilled obligations. The performance obligations in the contracts are fulfilled at the time of dispatch, delivery or upon formal customer acceptance depending on customer terms

Our audit procedures included • We assessed the appropnateness of the revenue recognition accounting policies, including those relating lo rebates and discounts by comparing with applicable accounting standards • We tested the design, implementation and operating effectiveness of management''s general IT controls and key application controls over the Company’s IT systems which govern revenue recognition • We tested the design, implementation and operating effectiveness of controls over the calculation of discounts and rebates

Provisions for taxation, litigation and other significant provisions

The key audit matter

How the matter was addressed in our audit

Accrual for tax and other contingencies requires the Management to make judgements and estimates in relation to the issues and exposures arising from a range of matters relating to direct tax indirect tax, claims, general legal proceedings, environmental issues and other eventualities ansing in the regular course of business. The key judgement lies in the estimation of provisions where they may differ from the future obligations. By nature, provision is difficult to estimate and includes many variables Additionally, depending on timing, there is a risk that costs could be provided inappropriately that are not yet committed

Our audit procedures included: • We tested the effectiveness of controls around the recognition of provisions. • We used our subject matter experts to assess the value of material provisions in light of the nature of the exposures, applicable regulations and related correspondence with the authonties • We discussed the assumptions and critical judgements made by management which impacted their estimate of the provisions required considering judgements previously made by the authonties in the relevant jurisdictions or any relevant opinions given by the Company''s advisors and assessing whether there was an indication of management bias. • We discussed the status (n respect of significant provisions with the Company''s internal tax and legal team. • We performed retrospective review of management judgements relating to accounting estimate Included in the financial statement of prior year and compared with the outcome

The key audit matter	How the matter was addressed in our audit
The Company is periodically subject	Our audit procedures included
to challenges/scrutiny on range of matters relating to direct tax. indirect	* We tested the effectiveness of controls around the
tax.	recording and re-assessment of contmgem
Assessment of contingent liabilities	liabilities • We used our subject matter experts to assess the
disclosure requires Management to	value of material contingent liabilities in light of the
make judgements and estimates in	nature of exposures, applicable regulations and
relation to the issues and exposures.	related correspondence with the authorities
Whether the liability is inherently	• We discussed the status and potential exposures
uncertain, the amounts involved are	in respect of significant litigation and claims with the
potentially significant and the	Company''s internal legal team including their views
application of accounting standards to	on the likely outcome of each litigation and claim
determine the amount, if any. to be	and the magnitude of potential exposure and
provided as liability, is inherently	sighted any relevant opinions given by the
subjective.	Company s advisors
	• We assessed the adequacy of disclosures made. • We discussed the status in respect of significant provisions with the Company''s internal tax and legal team • We performed review of management judgements relating to accounting estimate Included in the financial statement of prior year and compared with the outcome.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS
REPORT THEREON „

The Company''s Board of Directors is responsible for the other information. The other
information comprises the information included In the Annual report, but does not Include the
Ind AS Financial Statements and our auditors report thereon.

Our opinion on the Ind AS 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 Ind AS Financial Statements, our responsibility is to read
the other information and. in doing so. consider whether such other information is materially
Inconsistent with the financial statements or our knowledge obtained in the 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 (his other information we are required to report that
fact. We have nothing to report in this regard

Management’s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of
the Companies Act. 2013 ("the Act”) with respect to the preparation of these Ind AS 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 (Ind AS) prescribed under Section 133 of the
Act

This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities, selection and application of appropriate
accounting policies, making judgments and estimates that are reasonable and prudent and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensunng the accuracy and completeness of the accounting records
relevant to the preparation and presentation of the Ind AS financial statements that give a
true and fair view and are free from matenal misstatement, whether due to fraud or error.

In preparing the Ind AS 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 is also responsible for overseeing the Company''s financial reporting
process

Auditor''s Responsibility for the Audit of Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whethei the Ind AS financial
statements as a whole are free from material misstatement, 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 arise 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
these Ind AS financial statements.

As 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 risks of material misstatement of the Ind AS financial
statements, whether due to fraud or error, design and perform audit proceduies
responsive to those risks, and obtain audit evidence that Is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a matenal 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 control relevant to the audit in order to design audit
procedures that are appropnate 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 controls with reference to financial statements 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 in preparation of Ind AS financial statements and. based on the audit
evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the appropriateness of this assumption If
we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the Ind AS financial statements or. if such
disclosures are inadequate, to modify our opinion. Our conclusions 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 Ind AS financial
statements, including the disclosures, and whether the Ind AS financial statements
represent the undertying transactions and events in a manner that achieves fair
presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of such
entities or business activities within the company to express an opinion on the Ind AS
financial statements, of which we are the independent auditors We are responsible for
the direction, supervision and performance of the audit of financial information of such
entities. For the other entity included In the Ind AS financial statements, which have
been audited by other auditor, such olher auditor remains responsible for the direction,
supervision and performance of the audit earned out by them, We remain solely
responsible for our audit opinion Our responsibilities in this regard are further
described in the section tilled Other Matters'' in this audit report.

Materiality is the magnitude of misstatements in the Ind AS Financial Statements that
individually or in aggregate, makes it 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 pf our audit work and in evaluating
the results of our work; and (il) to evaluate the effect of any identified misstatements in the
financial statements

We believe that the audit evidence obtained by us along with the consideration of audit
report of the other auditor referred to in the Other Matters paragraph below, is sufficient and
appropnate to provide a basis for our audit opinion on the Ind AS financial statements.

We communicate with those charged with governance of the Company and such olher
entities included in the Ind AS financial statements of which we are the independent auditors
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 prov''de those charged with governance with a statement that we have complied
with relevant ethical requirements regarding Independence and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards

We also performed procedures in accordance with the circular issued by the SEBI under
Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Ind AS financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine 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

Other Matters

We did not audit the financial statements of Chittorgarh Unit whose financial statements
reflect total assets of Rs 65 23 crores as at 31 March 2025. tolai revenues of Rs 96 53
crores for the year ended on that date, as considered in the Ind AS financial statements
These financial statements have been audited by other auditor whose report has been
furnished to us by the Management and our opinion on the Ind AS financial statements, In so
far as it relates to the amounts and disclosures included in respect of this unit, and our report
in terms of section 143<3) of the Act, in so far as it relates to the aforesaid unit is based

solely on the audit report of the other auditor

»

Our opinion on the Ind AS financial statements, and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matter with respect
to our reliance on the work done and the report of the other auditor.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditors Report) Order. 2020 (''the Order"), issued by
the Central Government in terms of section 143(11) of the Act. and on the basis of such
checks of the books and records of the company a% we considered appropriate and
according to the information and explanations given to us, we give in ''Annexure A" a
statement on the matters specified In paragraphs 3 and 4 of the Order.

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

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

b in our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;

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

d in our opinion, the aforesaid Ind AS financial statements comply with the Accounting
Standards specified under section 133 of the Act.

e On the basis of written representations received from the directors as on March 31,
2025 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31. 2025 from being appointed as a director in terms of Section 164 (2)
of the Act.

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

g. With respect to the other matters to be included in the Auditor''s Report in accordance
with the requirements of section 197(16) of the Act, as amended:

In our opinion and lo the best of our information and according to the explanations
given to us, the remuneration paid by the company to its directors 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. 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 would impact its
financial position;

il. The Company has made provision, as required under ihe applicable law or
accounting standards, for material foreseeable losses, if any. on long-term
contracts including derivative contracts, and

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

iv (a) The Management has represented that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been
advanced or loaned or Invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Company to or in any other person or
entity, including foreign entity ("Intermediaries"), with the understanding, whethei
recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest In other persons or entities identified in any manner
whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries’) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(b) The Management has represented, that, to the best of its knowledge and
belief, no funds (which are matenal either individually or in the aggregate) have
been received by the Company from any person or entity, including foreign entity
("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that Ihe Company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries") or provide any guarantee, security or
the like on behalf of Ihe Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e),
as provided under (a) and (b) above, contain any material misstatement.

v. The company has not proposed or declared any dividend during the year. Hence this
clause is not applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules. 2014 for maintaining booksol
account using accounting software which has a feature of recording audit trail (edit log)
facility is applicable to the Company. Based on our examination which included test
checks, the Company has used an accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software
Further, during the course of our audit we did not come across any Instance of audit
trail feature being tampered with.

Table showing the accounting software used by the Company

Name of the Accounting Software	Records maintained (Books of Account)	Hosting Location	Maintained In house or Outsourced	Data Base	Operating System	Audit trail enabled
Tally Prime Edit Log	Journal entries, sub ledgers and general ledgers	Company data center / Accounts department	In House	Tally	Windows	Yes _

For IVfantry & Associates
Chartered Accountants

(Registration No. 315048E)

^Ai^Wd/ni _Ten \ Place: Sillguri

^{3 U} '' /j?/ Date; 30/05/2025

CA. Manjarl Mantry ''. \____^

Partner

Membership No. 307960
UDIN: 25307960BM08GF2053

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Mar 31, 2024

Teesta Agro Industries Limited

REPORT ON THE AUDIT OF THE IND AS FINANCIAL STATEMENTS

OPINION

We have audited the accompanying Ind AS Financial Statements of Teesta Agno Industries Limited (‘the Company"), which compose the Balance sheet as at March 31, 2024, the Statement d1 Profit and Loss, the Cash Flow Statement Tor Uie year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best ol our information and according to the explanations given to us. the aforesaid Ind AS Financial Statements give the information required by the Companies Act,2D13. as amended [''Ifre Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, ils profit including olher comprehensive income, its cash flows and the changes in equity for the year ended an that date.

BASIS FOR OPINION

We conducted our audit of the Ind AS Financial Statements in accordance wilh the Standards on Auditing (SAs), as specified under section 143(10} of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics’ issued by the Institute of Chartered Accountants of India tagather with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance wllh these requirements and Ihp Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit metiers are those matters lhai, in our professional judgment, were of most significance >n our audit of Ihe Ind AS Financial Statement for the financial yeai ended March 31 2024 These matters were addressed in Ihe context of our audit of the Ind AS Finaociai Statements as a whole, and In forming our opinion thereon, and we do eol provide a separate opinion on these matters For each matter below, our dascription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to he communicated in our report We have fulfilled the responsibilities described in the Auditor''s respansibililias for the audit of the Ind AS Financial Statements section of our report,

ini-iudmo in relation In Pibmi mnlinri Accordingly, our audit included the performance of Pftx injures rtestgoed in respond to our nsEmanmflni nf lhe nsks of matanal misstatement of Iho ind AS Fmnncjiil Statements I ho rosutts of nnr nudit procedures, including the procedures performed to address the matter* below, provida I he basis for our audit opinion on the accompanying Ind AS Financial Statements

Revenue Recognition

The key audit matter	Hqw the matter was addressed in our audit
Revenue (rom seta of goods is locogmsed when coni rot of the praducls being sold is transferred to Ihr customer and when there ere no longer any unfulfilled Obligations The performance obligations in the contracts are fulfilled at (he time or dispatch. delivery or upon formal customer acceptance depending on customer terms	Our audit procedures included ¦ We assessed the appropriateness of the revenue recognition accounting policies, including those relating to rebates and discounts by comparing with applicable accounting standards. ¦ We tested the design, implementation and operating effectiveness of management''s geneiai IT controls and key application controls over the Company''s IT systems which govern revenue recognition * Wa tested the design, implementation and operating effectiveness of contra Is aver the calculation of discounts and rebates.
Provisions tor taxation, litigation and other significant provisions
The key audit matter	How the matter was addressed in our audit
Accrual fur Lax and Other contingencies requires the Management to make judgements end estimates m relation to the issues and exposures arising from a range of matters relating lo direct lax, indirect tax. claims, general legal proceedings, environmental issues and other eventualities arising In the regular course of business. The Key judgement lies in the estimation of previsions where they may differ Trom the future obligations. By nature, provision Is difficult to estimate and includes many variables Additionally, depending on liming, there is a risk that costs could ba provided inappropriately that are not yet commit! ad.	Our audit procedures included- ¦ We tested the effectiveness of controls around the recognition of provisions * We used our subject matter experts to assess IbE value of material provisions rn tight Of the nature of the exposures, applicable regulations and related correspondence wrth the authorities ¦ We discussed the assumptions and critical judgements made by management which impacted their estimate of the provisions required, considering judgements previously made by the authorities in the relevant Jurisdictions or any relevant opinions given by the Company''s advisors and assessing whether there was an indication of management bias ¦ We discussed the status in respect oE significant provisions with the Company''s internal lax and legal team • Wo performed retrospective review of management judgements relating to accounting estimate included In the financial statement of prior year and compared wrtli the outcome

Assessment of contingent liabilities relating to litigations and claims
The key audit matter	Hdw tho matter was addressed in our audit
The Company is periodically subject to challengesfscmtiny or range of matters relating to direct tax, indirect tax. Assessment of contingent liabilities disclosure requires Management to make lodgements and estimates in ielation to the issues and exposures. Whether the liability is inherently uncertain, the amounts involved are potentially significant and the application of accounting standards to determine the amount, if any. io be provided as liability. Is inherently subjective.	Our audit procedures included: ¦ We tested the effectiveness of controls around the recording and reassessment of contingent liabilities * We used our subject matter experts to assess the value of material contingent liabilities m light of the nature of exposures, applicable regulations end related correspondence with tee authorities. * We discussed the status and potential exposures in respect of significant litigation and claims wilh the Company''s internal legal team including their views on the likely outcome of each litigation and claim and lire magnitude or potential exposure and sighted any relevant opinions given by the Company''s advisors. * We assessed the adequacy of disclosures made. ¦ We discussed the status in respect of significant provisions wilh the Company''s internal tax and legal team. ¦ We performed review of management judgements relating to accounting estimate included m the financial statement or prior year and compared with the outcome.

INFORMATION OTHER THAR T*E FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the other information. The other information ogmpn&es the in formation included in the Annual report, but does not include the kid AS Financial Statements and our auditors'' report thereon.

Our opinion on the |nd AS Financial Statements does not cover the other information and we do not express any form at assurance conclusion thereon.

In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the other information and, In doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained In the 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 in format ion, wo are required to report that fact. We have nothing (o report in this regard

Management’s Responsibility tortiw Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5} of the Companies Ad, 2013 ("the Acf) with respect to ihe preparation or these lnd AS 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

''^,l India, including Ihe Accounting Standards {Inti AS) ptmcrlbed under Section 113 of (hi? Act

This responsibility also Includes maintenance of adequate iiccuunlmg regards In accordance wiin the provisions of the Ad for BBteguerdlna the assets nf the Company and for preventing and detecting frauds and other irregularities. selection and application of appropriate accounting policies. making judgments and estimates thal are reasonable and prudent. and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy end completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give n true and fair view and are free tram material mis&tatoment, whether due to fraud or error

in preparing the Ind AS Financial Statements, management is responsible for assessing (he 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 is also responsible for overseeing the Company''s financial reporting process

Auditor''s Responsibility for the Audit of Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and t-j issue an auditor''s report that includes out opinion. Reasonable assurance is a high level of assurance, bui is not a guarantee that an audit, conducted in accordance with SAs will always deled a material misstatement when h exists. Misstatements can arise 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 or these ind AS financial statements.

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

* Identify and assess the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from amor, 35 fraud may involve collusion, forgery, intentional omissions, misrepresentations, or ihe override of internal control

* Obtain an understanding of internal control relevant to the audit m order to design audit procedures that are appropriate in the circumstances. Under section U3(3)(i} of the Act, we are also responsible for expressing our opinion on whether Ihe conn pan y has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

- Conduce on the apprOpnatandtS of rnanaqumnnts use of (ho going concarn basis of accounting m preparation of tnd AS financial statements and, bated on ihe audit flvKfcnce fibijiined wheltw a material uncertainty eulsis related jo events of conrtilions th.ii may i significant doubt on Ihg appropriateness of 1his assumption If wo conclude that a matonal uncertainly exisls, we are required to draw attention in our audltx‘8 report In Ihe related disclosures in the Inri AS financl.il slHtemHnhs nr, if such disclosures ate inadequate to modify our opinion. Our conclusions are based on (he audit evidence obtained up to the date of our auditor''s report However, future everts or condition & may cause lhe Company to cease to continue as a going concern

¦ Evaluate the overall presentation, structure and content of the fnd AS financial statements including the disclosures, and whether the Ina AS fmancial statements represent the underlying transactions and avenls in a manner that achieves fair presentation

¦ Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within the company lo express an opinion on lhe Ind AS financial statements, of which we are lhe independent auditors. We are responsible for the direction, supervision and performance of the oudil of finance! information of such entities For ihe other entity included in the Ind AS financial statements, which have been audited hy other auditor, such other auditor remains responsible for the direction, supervision and performance of Ihe audit carried out by them We remain solely responsible for our audit opinion Our responsibilities in this regard are further described in Ihe section tilled ''Older Matters'' m this audit report

Materiality i& the magnitude of misstatements in the Ind AS Financial Statements that, individually or in aggregate, makes it 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 (t) planning the scope of our audit work and m evaluating the results of our work, and to evaluate lhe effect or any identified misstatements in lhe financial statements

We believe lhal the audit evidence obtained by us along with the consideration of audit report of the other auditor referred to m the Other Matters paragraph below. is sufficient ami appropriate to provide a basis for our audit opinion on Ihe Ind AS financial statements

We communicate wrih those charged with governance of lhe Company and such other entities included m the Ind AS financial statements of which we are the independent auditors regarding, among other matters, Lhe planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that wo identify during our audit

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

We also performed procedures in accordance with lha circular issued by the SE0I under Regulation 33{B) of the Listing Regulations, as amended, lo lha extent applicable

From the mailers communicated witti those charged with governance, we determina these matters that were at mDsl significance in the audit Df Ihe Ind AS financial statements of tha current period and are Ihnrefore the koy audit matters We describe these matters In our auditor''s report unless law nr regulation precludes public disclosure about the matter or when in extremely rare circumstances, wo determine that a matter should not be communicated In our report because the adverse consequences of doing so would reasonably be expected to outweigh tho public interest benefits of such communication

Other Matters

We did not audit the financial statements of Chittorgarh Unit whose financial statements reflect tol&l assets of Rs, 57.75 crones as at 31 March 2024, total revenues of Rs. 75.56 trores for ihe year ended on that dale, as considered in the Ind AS financial statements. These financial statements have been audited by qther auditor whose report has been furnished to us by the Management and our opinion on die Ind AS financial statements, in so far as il relates to the amounts and disclosures included in reaped of this unit, and cur repon in terms of section 143(3) of the Ad, in so far as it relates to the aforesaid unit is based solely on the audit report of the other auditor.

Our opinion on the ln

Report on Other Legal and Regulatory Requirements

1. As required by Ihe Companies (Auditor''s Report) Order, 202D (^Htbe Order"), issued by the Central Government in terms of section 143(11) of the Act, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in '' Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a we have sought and obtained all (he information and explanations which to the best of our knowledge and bel ief wore nece&sa ry for the purpose of out a udit;

b. ift our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

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

d. in our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act.

e_ On the basis of written representations received from the directors as on March 31. 2024 taken on record by the Board of Directors, none of the directors is disqualified es on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Anrexure B"

With respect to the other matters to be included in ihe Auditor''s Report in accordance with the requirements 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 in accordance with the provisions of Section 197 of the Act.

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

t The Company does not have ary pending litigations winch would impact its financial position;

ii. The Company has made provision, as required under tire applicable law or accounting Standards, tor material foreseeable losses, if any, on long-form contracts including derivative contracts; and

iiE There were no amounts which are required to be transferred to the investor Education and Protection Fund hy the Company.

jv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that. lo the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by ihe Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (^Ultimate Beneficiaries*) or provide any guarantee, security or the like on behalf of the Uttimaie Beneficiaries;

(c) Based on Ihe audit procedures that have been considered reasonable and appropriate In the cincum stances, nothing has cc*me to our notice lhat has caused us to believe (hat (he representations under sub-ciause (i] and (ii) of Rule 11 (e). » provided under fa} and (b) above, contain any material misstatement;

v The company has not proposed of declared any dividend during the year Hence this clause is not applicable

vi. Proviso to Rule 3( 1) of the Companies (Accounts) Rules. 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company. Based on our examination which included test checks. the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit Jog) facility and the same has operated throughout the year for all relevant transactions recorded in the software Further, during the course of our audit we did not came across any instance of audit trail feature being tampered with

Table showing the accounting software used by the Company

Name of the Accounting Software	Records maintained (Books of Account)	Hosting Location	Maintained In house or Outsourced	Data Base	Operating System	Audit trail enabled
TaJly Prime Edit Log	Journal entries, sub ledgers and general ledgers	Company data center 1 Accounts department	In House	Tally	Windows	Yes

for Mantry & Associates Chartered Accountants

(fteEistratlon No. 315CWIEI

¦ \ Place: SJIIgurf

) j D_ate:lW/202i

CA. Manjari Man try V''VX. /jff

Partner

Membership No. 307960 UPIN: 243079 G0EJKFWT1O9O

---

Mar 31, 2016

To the Members of Teesta Agro Industries Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Teesta Agro Industries Limited ("the Company") which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

Auditor''s Responsibility

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

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

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

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

Opinion

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2016;

(ii) In the case of the Statement of Profit and Loss, of the profit of the company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), as amended, issued by the Central Government of India in terms of section 143(11) of the Act, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

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

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

e. On the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2016 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.3 to the financial statements;

ii. In our opinion and as per the information and explanations provided to us, the Company had not entered in to any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses, and;

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

REFERRED TO IN OUR REPORT OF EVEN DATE

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) Most of the fixed assets of the Company have been physically verified during the year by the Management and no material discrepancy between the book records and the physical inventory have been noticed.

(c) Title deeds of immovable properties are held in the name of the company.

(d) Fixed assets disposed off during the year, in our opinion do not constitute a substantial part of the fixed assets of the Company and such disposal has not affected going concern status of the company.

2. (a) The stocks of finished goods, stores, spare parts, and raw materials (other than items in transit and lying with third parties) of the company have been physically verified by the management at the year-end.

(b) In our opinion, the procedures of physical verification of aforesaid stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The company has maintained proper records of inventories. In our opinion, the valuation of stock of finished goods, stores, spare parts and raw materials has been fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year. The discrepancies noticed on physical verification of the inventory as compared to book records have been properly dealt with in the books of account.

3. (a) The Company has granted interest free unsecured loan in earlier years of Rs.30.84 lakhs to Nepun Cement and Power Limited & Rs. 45.00 lakh to Paramdeep Singh, Director of the company listed in the Register maintained under Section 189 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loan, secured or unsecured taken by the Company during the year from companies, firms and other parties listed in the register maintained under Section 189 of the Act are prima-facie not prejudicial to the interest of the Company.

(c) Interest free small advances in the nature of loans given to certain employees are generally being repaid as stipulated.

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 I86 of the Act In respect of loans, investments, guarantees, and security.

5. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 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 the public are not applicable.

6. We have broadly reviewed the books of account maintained by the Company pursuant Section 148 of the Act, and are of the opinion that prima facie, the cost records prescribed have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. (a) The Company has been regular in depositing Provident Fund, Excise, Custom, Income Tax, Service Tax, Cess & Other material statutory dues applicable with appropriate authorities during the year. PF is deposited considering the grace period allowed by the Provident Fund Department. As explained to us, the E.S.I. Act is not applicable to the Company as on 31st March, 2016.

(b) There were no amounts outstanding in respect of undisputed Income Tax, Wealth Tax, Sales Tax, Value Added Tax, Customs Duty, Service Tax and Excise Duty which were due for more than six months from the date they became payable.

Details of dues of Income-tax which has not been deposited as on 31st March, 2016 on account of any dispute is given below:

Nature of Dues	Forum where Dispute is pending	Period to which the amount relates	Amount involved Rs. In Lakhs
Income Tax	CIT (Appeals), Kolkata	AY 1994-95	82.50

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 any 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 moneys byway 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 explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanations 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 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 Act 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 management, the company has not entered into any non-cash transactions with directors or persons connected with him. 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 lAof 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.

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Teesta Agro Industries Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under section 143(10) of the Act, 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 Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, 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, 2016, based on the internal financial control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

For MANTRY & ASSOCIATES

Chartered Accountants

(Firm Registration No. 315048E)

CA. Manjari Mantry

Place: Siliguri, Partner

Date: August29,2016 (M. No. 307960)

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Mar 31, 2014

We have audited the accompanying financial statements of Teesta Agro Industries Limited (''the company'') which comprise the Balance Sheet as at 31st March, 2014 , the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

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 notified under the Companies Act, 1956 ("the Act") read with the general circular no.15/2013 dated September 131 , 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

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 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2014 ;

(ii) In the case of the Statement of Profit and Loss, of the profit of the company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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 accounts as required by the law have been kept by the Company so far as appears 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 accounts;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read the general circular no.15/2013 dated September 131h, 2013 of the Ministry of Corporate affairs in respect of Section 133 of the Companies Act, 2013 ;

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

ANNEXURE TO THE AUDITORS'' REPORT REFERRED TO IN OUR REPORT OF EVEN DATE

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) All the fixed assets of the Company have been physically verified during the year by the Management and no material discrepancy between the book records and the physical inventory have been noticed.

(c) Fixed assets disposed off during the year, in our opinion do not constitute a substantial part of the fixed assets of the Company and such disposal has not affected going concern status of the company .

2. (a) The stocks of finished goods, stores, spare parts, and raw materials (other than items in transit and lying with third parties) of the company have been physically verified by the management at the year-end .

(b) In our opinion, the procedures of physical verification of aforesaid stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The company has maintained proper records of inventories. In our opinion, the valuation of stock of finished goods, stores, spare parts and raw materials has be.en fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year. The discrepancies between the physical stocks and book stocks were not material, and hence taken as per book records.

3. (a) In our opinion , the rate of interest and other terms and conditions of loan, secured or unsecured taken by the Company during the year from companies , firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are prima-facie not prejudicial to the interest of the Company .

(b) The Company has granted interest free unsecured loan of Rs.30.36 lakhs to Nepun Cement and Power Limited & Rs.45.00 /akh to Paramdeep Singh, Director of the company listed in the Register maintained under Section 301 of the Companies Act, 1956.

(c) Interest free small advances in the nature of loans given to certain employees are generally being repaid as stipulated.

4. In our opinion , the Company''s internal control procedures for purchase of raw materials including components , plant and machinery, equipment and other similar assets and sale of goods are generally commensurate with the size and nature of its business and such procedures of the Company relating to purchase of stores are being strengthened to make it commensurate with its size and nature of business of the Company .

5. In respect of contracts or assignments entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to in the Section 301 that needed to be entered in the Register maintained under the said Section have been so entered .

b) Where such transactions are in excess of Rs.5 Lakhs in respect of any party, the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except in cases of certain transactions being of specialized nature, where as explained, no alternative quotations I sources are available in respect of which we are therefore, unable to comment.

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

7. In our opinion, the Company has an internal audit system (a firm of Chartered Accountants having been appointed for the purpose) . The internal audit is commensurate with the size and nature of its business.

8. As explained to us and on the basis of the records produced, we are of the opinion that prima facie, the cost records prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete .

9. (a) The Company has been regular in depositing Provident Fund, Excise, Custom, Income Tax, Service Tax, Cess & Other material statutory dues applicable with appropriate authorities during the year. PF is deposited considering the grace period allowed by the Provident Fund Department. As explained to us, the E.S.I. Act is not applicable to the Company as on 31st March, 2014 .

(b) There were no amounts outstanding in respect of undisputed Income Tax, Wealth Tax, Sales Tax, Value Added Tax, Customs Duty, Service Tax and Excise Duty which were due for more than six months from the date they became payable.

Details of dues of Income-tax, VAT which have not been deposited as on 31st March, 2014 on account of any dispute are given below:

Nature of Dues Forum where Dispute Period to Amount is pending which the involved Rs. amount relates In Lakhs

Income Tax CIT (Appeals), Kolkata AY 1994-95 87.15

Income Tax CCIT (Appeals), Kolkata AY-1997-98 20.50

West Bengal West Bengal Taxation 31.03.2010 to 871.07 VAT & CST Tribunal 30.03.2014

10. The company has no accumulated losses and has not incurnd cash losses during the current financial year and in the immediately preceding financial year.

11. During the year, the company has not defaulted in repayment of its dues to financial institutions and banks.

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

13. In our opinion, the provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company .

14. In our opinion the company is not dealing or trading in shares, securities, debentures or other investments and therefore, the requirement of paragraph 4(xiv) of the Order is not applicable to the company .

15. The company has not given any guarantee for the loans taken by others from banks or financial institutions.

16. The company did not have any term loan outstanding during the year.

17. On the basis of our examination of the cash flow statement and overall examination of balance sheet, we report that the funds raised on short-term basis have not been used for long-term investments and vice versa .

18. The company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act , 1956 during the year as per SEBI guidelines.

19. The company did not have any outstanding debentures during the year.

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

21. During the course of our examination of the books and records of the company carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the company noticed or reported during the year nor have we been informed of such case by management.

For MANTRY & ASSOCIATES Chartered Accountants

R. B. Mantry Partner (M. No. 052131)

Place: Siliguri, Date: 4th September, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Teesta Agra Industries Limited (''the company'') which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

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.

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 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 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so roquired 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 st March, 2013;

(i) In the case of the Statement of Profit and Loss, of the profit of the company for the year ended on that date; and

(ii) 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 Requirements

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 tne 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 accounts as required by the law have been kept by the Company so far as appears from our examination ofthose 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 accounts;

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;

e) On the basis of written representations received from the directors as on 31st March, 20 i„, nri taken on record by the Board of Directors, none of the directors is disqualified as on 31 st 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 AUDITORS''REPORT REFERRED TO IN OUR REPORT OF EVEN DATE

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b)AII the fixed assets of the Company have been physically verified during the year by the Management and no material discrepancy between the book records and the physical inventory have been noticed.

(c) Fixed assets disposed off during the year, in our opinion do not constitute a substantial part of the fixed assets of the Company and such disposal has not affected going concern status of the company.

2. (a) The stocks of finished goods, stores, spare parts, and raw materials (other than items in transit and lying with third parties) of the company have been physically verified by the management at the year-end.

(b) In our opinion, the procedures of physical verification of aforesaid stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The company has maintained proper records of inventories. In our opinion, the valuation of stock of finished goods, stores, spare parts and raw materials has been fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year. The discrepancies between the physical stocks and book stocks were not material, and hence taken as per book records.

2 (a) In our opinion, the rate of interest and other terms and conditions of loan, secured or unsecured taken by the Company during the year from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are prima- facie not prejudicial to the interest of the Company.

(b)The Company has granted interest free unsecured loan of Rs. 30.20 lakhs to Nepun Cement and Power Limited & Rs. 45.00 lakh to Paramdeep Singh, Director of the company listed in the Register maintained under Section 301 of the Companies Act, 1956.

(c) Interest free small advances in the nature of loans given to certain employees are generally being repaid as stipulated.

4. In our opinion, the Company''s internal control procedures for purchase of raw materials including components, plant and machinery, equipment and other similar assets and sale of goods are generally commensurate with the size and nature of its business and such procedures of the Company relating to purchase of stores are being strengthened to make it commensurate with its size and nature of business of the Company.

5. In respect of contracts or assignments entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to in the Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where such transactions are in excess of Rs. 5 Lakhs in respect of any party, the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except in cases of certain transactions being of specialized natura, where as explained, no alternative quotations / sources are available in respect of which we are therefore, unable to comment.

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

7. In our opinion, the Company has an internal audit system (a firm of Chartered Accountants having been appointed for the purpose). The internal audit is commensurate with the size an
8. As explained to us and on the basis of the records produced, we are of the opinion that prima facie, the cost records prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 have been maintained. However, we are not required to and have not carried out any detailed examination of such records.

9. (a) The Company has been regular in depositing Provident Fund, Excise, Custom, Incorrect Tax, Service Tax, Cess & Other material statutory dues applicable with appropriate authorities during the year. PF is deposited considering the grace period allowed by *'' Provident Fund Department. As explained to us, the E.S.I. Act is not applicable to ii- Company as on 31st March, 2013.

(b) There were no amounts outstanding in respect of undisputed Income Tax, Wealth Tax, Sales Tax, Value Added Tax, Customs Duty, Service Tax and Excise Duty which were due for more than six months from the date they became payable.

Details of dues of Income-tax, VAT which have not been deposited as on 31st March, 2013 on account of any dispute are given below:

Nature of Dues Forum where Dispute is pending Period to Amount which the involved Rs. amount relates In Lakhs

Income Tax CIT (Appeals), Kolkata AY 1994 -95 87.15

Income Tax CCIT (Appeals), Kolkata AY-1997 -98 20.50

West Bengal West Bengal Taxation Tribunal 31.03.2010 to VAT & CST 31.03.2013 649.58

10. The company has no accumulated losses and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

11. During the year, the company has not defaulted in repayment of its dues to financial institutions and banks.

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

13. In our opinion, the provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures or other investments and therefore, the requirement of paragraph 4(xiv) of the Order is not applicable to the company.

15. The company has not given any guarantee for the loans taken by others from banks or financial institutions.

16. The company has not taken any term loan during the year.

17. On the basis of our examination of the cash flow statement and overall examination of balance sheet, we report that the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. The company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year as per SEBI guidelines.

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

20. The company has not raised any money by public issue.

21. During the course of our examination of the books and records of the company carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the company noticed or reported during the year nor have we been informed of such case by management.



For MANTRY & ASSOCIATES

Chartered Accountants



R. B. Mantry

Place: Siliguri, Partner

Date: 29th August, 2013 (M. No. 052131)

---

Mar 31, 2012

We have audited the Balance Sheet of Teesta Agro Industries Limited as at 31st March, 2012, signed by us under reference to this report and the relative Statement of Profit and Loss and 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.

We conducted our audit in accordance with auditing standaids 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 reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section 4Aof Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company 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 and 5 of the said Order.

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

1. 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.

2. In our opinion, proper books of accounts as required by the law have been kept by the company, so far as appears from our examination of those books.

3. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

4. In ouropinion, the Balance Sheet and Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

5. Based on the representations made by the Directors of the Company and the information and explanations given to us, none of the Directors of the Company is, prima-facie, as at 31st March, 2012, disqualified from being appointed as Director of a Company in terms of section 274(1)(g) of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Notes, 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:

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

- in the case of Statement of Profit and Loss, of the profit of the company for the year ended on that date; and

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

ANNEXURETO THE AUDITORS'REPORT REFERRED TO IN OUR REPORT OF EVEN DATE

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

(b) All the fixed assets of the Company have been physically verified during the year by the Management and no material discrepancy between the book records and the physical inventory have been noticed.

(c) Fixed assets disposed off during the year, in our opinion do not constitute a substantial part of the fixed assets of the Company and such disposal has not affected going concern status of the company.

2. (a) The stocks of finished goods, stores, spare parts, and raw materials (other than items in transit and lying with third parties) of the company have been physically verified by the management at the year-end.

(b) In our opinion, the procedures of physical verification of aforesaid stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The company has maintained proper records of inventories. In our opinion, the valuation of stock of finished goods, stores, spare parts and raw materials has been fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year. The discrepancies between the physical stocks and book stocks were not material, and hence taken as per book records.

3. (a) In our opinion, the rate of interest and other terms and conditions of loan, secured or unsecured taken by the Company during the year from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are prima-facie not prejudicial to the interest of the Company.

(b) The Company has granted interest free unsecured loan of Rs. 30.04 lakhs to Nepun Cementand Power Limited & Rs. 45.00 lakh to Paramdeep Singh, Director of the company listed in the Register maintained under Section 301 of the Companies Act, 1956.

(c) Interest free small advances in the nature of loans given to certain employees are generally being repaid as stipulated.

4. In our opinion, the Company's internal control procedures for purchase of raw materials including components, plant and machinery, equipment and other similar assets and sale of goods are generally commensurate with the size and nature of its business and such procedures of the Company relating to purchase of stores are being strengthened to make it commensurate with its size and nature of business of the Company.

5. In our opinion, the transaction of purchase of goods and materials made in pursuance of contracts or agreements entered in the Register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 5,00,000 or more in respect of each party were made at prices which were reasonable having regard to prevalent market prices for such materials or the prices at which transactions for similar goods or materials were made with other parties.

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

7. In our opinion, the Company has an internal audit system (a firm of Chartered Accountants having been appointed for the purpose). The internal audit is commensurate with the size and nature of its business.

8. As explained to us and on the basis of the records produced, we are of the opinion that prima facie, the cost records prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 have been maintained. However, we are not required to and have not carried out any detailed examination of such records.

9. (a) The Company has been regular in depositing Provident Fund dues with the concerned authorities during the year considering the grace period allowed by the Provident Fund Department. As explained to us, the E.S.I. Act is not applicable to the Company. As on 31st March, 2012, there were no amounts outstanding in respect of undisputed Income Tax, Wealth Tax, Sales Tax, Value Added Tax, Customs Duty, Service Tax and Excise Duty which were due for more than six months from the date they became payable.

(b) Disputed value added tax, income tax, excise duty and customs duty have been disclosed in the note, under the head "contingent liabilities not provided for" in the accounts.

10. The company has no accumulated losses and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

11. During the year, the company has not defaulted in repayment of its dues to financial institutions and banks.

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

13. In our opinion, the provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures or other investments and therefore, the requirement of paragraph 4(xiv) of the Order is not applicable to the company.

15. The company has not given any guarantee for the loans taken by others from banks or financial institutions.

16. The company has not taken any term loan during the year.

17. On the basis of our examination of the cash flow statement and overall examination of balance sheet, we report that the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. The company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year as per SEBI guidelines.

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

20. The company has not raised any money by public issue.

21. During the course of our examination of the books and records of the company carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the company noticed or reported during the year nor have we been informed of such case by management.

R. B. Mantry

Partner

For and on behalf of

Siliguri, MANTRY & ASSOCIATES

August 2,2012 Chartered Accountants

---

Mar 31, 2010

We have audited the Balance Sheet of Teesta Agro Industries limited as at 31st March, 2010, signed by us under reference to this report and the relative Profit and Loss Account and 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require mat 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 reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 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 of the books and records of the company 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 and 5 of the said Order.

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

1. 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.

2. In our opinion, proper books of accounts as required by the law have been kept by the company, so far it appears from our examination of those books.

3. The Balance Sheet and the Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

5. Based on the representations made by the Directors of the Company and the information and explanations given to us, none of the Directors of the Company is, prima-facie, as at 31st March, 2010, disqualified from being appointed as Director of a Company in terms of section 274(1) (g) of the Companies Act, 1956.



ANNEXURE TO THE AUDITORS REPORT

REFERRED TO IN OUR REPORT OF EVEN DATE

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

(b)AU the fixed assets of the Company have been physically verified during the year by the Management and no material discrepancy between the book records and the physical inventory have been noticed.

(c) No substantial part of fixed assets of the Company has been disposed off during the year.

2. (a) The stocks of finished goods, stores, spare parts, and raw materials {other than items in transit and lying with third parties) of the company have been physically verified by the management at the year-end.

(b)In our opinion, the procedures of physical verification of aforesaid stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c)The company has maintained proper records of inventories. In our opinion, the valuation of stock of finished goods, stores, spare parts and raw materials has been fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year. The discrepancies between the physical stocks and book stocks were not material, and hence taken as per book records.

3. (a) In our opinion, the rate of interest and other terms and conditions of loan, secured or unse- cured taken by the Company during the year from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are prima-f acie not prejudicial to the interest of the Company.

(b) The Company has granted interest free unsecured loan ofRs.29.83 lakhs to Nepun Cement and Power Limited & R$.15.00 lakh to Paramdeep Singh, Director of the company listed in the Register maintained under Section 301 of the Companies Act, 1956.

(c) Interest free small advances in the nature of loans given to certain employees are generally being repaid as stipulated.

4. In our opinion, the Companys internal control procedures for purchase of raw materials including components, plant and machinery, equipment and other similar assets and sale of goods are generally commensurate with the size and nature of its business and such procedures of the Company relating to purchase of stores are being strengthened to make it commensurate with its size and nature of business of the Company.

15. The company has not taken any term loan during the year.

16. On the basis of our examination of the cash flow statement and overall examination of balance sheet, we report that the funds raised on short-term basis have not been used for long-term investments and vice versa.

17. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

18. The company has not issued debentures during the financial year.

19. The company has not raised any money by public issue.

20. During the course of our examination of the books and records of the company carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the company noticed or reported during the year nor have we been informed of such case by management

R.B. Mantry

Partner

For and on behalf of

MANTRY & ASSOCIATES

Siliguri Chartered Accountants

September 2, 2010