1.  We have audited the attached balance sheet of Asian Tea & Exports
 Limited as at 31st March, 2011, the profit and loss account and also
 the cash flow statement for the year ended on that date annexed
 thereto. These financial statements are the responsibility of the
 company''s management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors'' Report) (Amendment) Order
 2004 issued by the Central Government of India in terms of Sub- section
 (4A) of Section 227 of the Companies Act, 1956 and on the basis of such
 checks as we considered appropriate and according to the information
 and explanations given to us, we enclose in the Annexure a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that :
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) In our opinion, proper books of accounts as required by law have
 been kept by the company so far as appears from our examination of
 those books;
 
 (iii) The balance sheet, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the balance sheet, profit and loss account and
 cash flow statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956;
 
 (v) On the basis of written representations received from the
 directors, as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director in terms of para
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 (a) in the case of balance sheet, of the state of affairs of the
 company as at 31st March, 2011;
 
 (b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 (c) in the case of the cash flow statement, of the cash flow for the
 year ended on that date.
 
 Referred to in paragraph 3 of our report of even date.
 
 (I) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have been physically verified by the management
 during the year. No material discrepancies were noticed on such
 verification.
 
 (c) During the year no substantial parts of fixed assets have been
 disposed off by the company. Therefore, the provision of clause (lc) of
 para 4 of the aforesaid order, in our opinion, are not applicable to
 the company.
 
 (II) (a) The company has conducted physical verification of inventory
 at reasonable intervals.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the management are reasonable and adequate in
 relation to the size of the company and nature of its business.
 
 (c) The company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 (III) (a) The company had granted Rs. 5,00,000/- as interest free loan
 to its subsidiary M/s Sarita Nupur Vyapaar Private Ltd. covered in the
 register maintained u/s 301 of the Companies Act, 1956.
 
 [b] The loans given were interest free and repayable on demand.
 However the same is not prima-facie prejudicial to the interest of the
 company.
 
 (c ) The party to whom the Company had granted loans have repaid the
 principal amounts as stipulated.
 
 (d) There is no overdue amount of loans granted to Companies listed in
 the register maintained under section 301 of the Companies Act, 1956.
 
 (e) The company has taken unsecured loan from its subsidiary companies
 covered in the register maintained under section 301 of the Companies
 Act, 1956, details of which are given below:
 
 SI. Name of the party              Maximum          Closing Bal. as
 No.                               Outstanding        on 31.03.11
                                   during the year       (Rs.)
                                      (Rs.)
 
 1.  Greenol Laboratories           26,00,000/-           NIL
    (P) Ltd.
 
 2.  Sarita Nupur Vyapaar            4,00,000/-           NIL
     Pvt. Ltd.JI
 
 (f) The loan taken is interest free and other terms and conditions are
 prima facie not prejudicial to the interest of the company.
 
 (g) There is no stipulation as to the payment of principal and the -
 same is payable on demand.
 
 (IV) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of fixed assets and for the sale of
 goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in internal
 controls.
 
 (V) (a) According to the information and explanations given to us, we
 are of the opinion that particulars of contracts or arrangements
 referred in section 301 that need to be entered into the register
 maintained under above section of the Companies Act, 1956 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five lacs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 (VI) In our opinion and according to the information and explanations
 given to us, the company has not taken deposits from public.
 Therefore, the provisions of para 4(vi) of the Companies (Auditors''
 Report) (Amendment) Order 2004 are not applicable to the company.
 
 (VII) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 (VIII) The Central Government has not prescribed maintenance of cost
 records under section 209(l)(d) of the Companies Act, 1956 as
 applicable to the company, hence the provisions of Para 4(viii) is not
 applicable to the company.
 
 (IX) (a) The company is regular in depositing with appropriate
 authorities undisputed statutory dues including income tax, sales tax,
 wealth tax, service tax, customs duty, excise duty, cess and other
 material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of statutory dues including
 provident fund, investor education & protection fund, employees state
 insurance, income tax, wealth tax, service tax, customs duty, excise
 duty, cess and any other statutory dues were in arrears, as at 31st
 March, 2011 for a period of more than six months from the date they
 became payable.
 
 (c) According to the records of the company and information and
 explanation given to us, there are no dues on account of Income Tax,
 sales tax, wealth tax, service tax, custom duty, excise duty, cess &
 other material statutory dues applicable to it, which have not been
 deposited on account of dispute as on 31st March, 2011.
 
 (X) The company does not have accumulated losses. Therefore, the
 provisions of para 4(x) of the Companies (Auditors'' Report) (Amendment)
 Order 2004 are not applicable to the company.
 
 (XI) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to a
 financial institution or bank and the company does not have any
 borrowings by way of debentures.
 
 (XII) According to the information and explanations given to us, we are
 of the opinion that the company has not granted loans and advances on
 the basis of security by way of pledge of shares, debentures and other
 securities. Therefore, the provisions of para 4(xii) of the Companies
 (Auditors'' Report) (Amendment) Order 2004 are not applicable to the
 company.
 
 (XIII) In our opinion, the company is not a chit fund or a nidhi mutual
 benefit fund/society. Therefore, the provisions of para 4(xiii) of the
 Companies (Auditors'' Report) (Amendment) Order 2004 are not applicable
 to the company.
 
 (XIV) In our opinion and according to the information and explanations
 given to us, the company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly the
 provisions of para 4(xiv) of the order is not applicable to the
 company.
 
 (XV) In our opinion and according to the information and explanations
 given to us, the provisions of para 4(xv) of the Companies (Auditors''
 Report) (Amendment) Order 2004 are not applicable to the company, as
 the company has not given any guarantee for loans taken by there from
 bank or financial institutions.
 
 (XVI) According to the information and explanation given to us, during
 the period covered by our audit report, the company had not raised any
 term loans.
 
 (XVII) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we report
 that the no funds raised on short-term basis have been used for
 long-term investment.
 
 (XVIII) According to the information and explanations given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act.
 
 (XIX) According to the information and explanations given to us, during
 the period covered by our audit report, the company had not is- sued
 debentures.
 
 (XX) According to the information and explanations given to us, the
 provisions of para 4(xx) of the Companies (Auditors'' Report) (Amend-
 ment) Order 2004 are not applicable to the company.
 
 (XXI) During the course of our examination of books of account carried
 out in accordance with generally accepted practices in India and we
 have neither come across any incidence of fraud on or by the Company
 nor have we been informed of any such case by the management.
 
                                        For AGARWAL KEJRIWAL & CO.
 
                                            Chartered Accountants
 
                                         Firm Regn. No. : 316112E
 
                                                      (M. Agarwal)
 
                                                          Partner
 
 Place   :   Kolkata                       Membership No. : 52474
 
 Date    : 30th July''2011