1.  We have audited the attached Balance Sheet of ASSAMBROOK LIMITED as
 at 31st March 2012, Profit & Loss Account of the Company for the year
 ended on that date and the Cash Flow Statement for the year ended on
 that date annexed thereto. These financial statements are the
 responsibility of the Company''s Management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India.  Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining on a test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditors'' Report) Order 2003 as
 amended by Companies (Auditor''s Report) (Amendment) Order, 2004 (the
 Order) issued by the Central Government in terms of Section 227 (4A) of
 the Companies Act, 1956 (‘the Act'') and according to the
 information and explanation given to us and on the basis of such
 checks, as we considered appropriate, we further report that:
 
 i.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed assets.
 
 (b) There is a phased program me of verification of such assets, based
 on which physical verification has been carried out during the year.
 Discrepancies in respect of fixed assets verified during the year were
 not material. In our opinion, the frequency of such verification is
 reasonable having regard to the size of the company and the nature of
 its assets.
 
 (c) No substantial part of Fixed Assets of the Company has been
 disposed off during the year, which affects the going concern status of
 the Company.
 
 ii.  (a) The inventory except which are in transit and lying with third
 parties, have been
 
 Physically verified during the year by the management. In our opinion
 and according to the information and explanation given to us, the
 frequency of such verification is reasonable.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 (c) On the basis of our examination of the records of inventory and
 according to the information and explanations given to us, we are of
 the opinion that the company is
 
 maintaining proper records of inventory. As far as ascertained,
 discrepancies noticed on verification between the physical stocks and
 the book records were not material and the same have been properly
 dealt with in the books of accounts.
 
 iii. (a) The Company has not granted any loans secured or unsecured to
 any company, firm, or
 
 other parties covered in the register maintained under Section 301 of
 the Act. Therefore provisions of clause 4(iii)(b), (c) and (d) of the
 Order are not applicable to the Company..
 
 (b) The Company has not taken any loans secured or unsecured from any
 company, firm, or other parties covered in the register maintained
 under Section 301 of the Act. Therefore, provisions of clause
 4(iii)(e), (f) and (g) of the Order are not applicable to the Company.
 
 iv.  In our opinion and according to information and explanations given
 to us, there is an adequate internal control system commensurate with
 the size of the Company and nature of its business for the purchase of
 inventory and fixed assets and for the sale of goods and services.
 Further on the basis of our examination of the books and records of the
 company and according to information and explanation given to us, we
 have neither come across nor have been informed of any continuing
 failure to correct major weaknesses in the aforesaid internal control
 system.
 
 v.  In our opinion and according to the information and explanations
 provided by the management, there were no contracts or arrangements
 that need to be entered into a register in pursuance of section 301 of
 the Act. According provisions of clause 4(v)(b) of the Order are not
 applicable.
 
 vi.  The Company has not accepted any deposit from the Public during
 the year with in the meaning of sec.58A & 58AA of the Act and the
 Rules.
 
 In our opinion, the present internal audit system requires to be
 strengthened to make it commensurate with size and nature of its
 business.
 
 vii. As informed to us the Company has maintained the cost records as
 prescribed by the Central Government under section 209(1)(d) of the
 Companies Act, 1956 but we have not however made a detailed examination
 of the records with a view to determine whether they are accurate or
 complete.
 
 viii.  (a) According to information and explanation given to us and as
 per the records of the
 
 company, the company is regular in depositing with the appropriate
 authority undisputed statutory dues as applicable except Greenleaf Cess
 & Professional Tax which are due for more than 6 months from the date
 they became due and payable, and the amount outstanding as on date of
 Balance sheet is as follows:-
 
 Sr. 
 No. Nature of Dues  Amount(Rs.)
 
 1.  Green Leaf Cess 4441813
 
 2.  Profession Tax  554689
 
 As regards amount of Provident Fund Dues which relates to earlier years
 the office of P.F. Commissioner, The Board of Trustee vide their letter
 no. PF(L)/2009/D-96/D-37/D- 51/D-35/D-31/3252-59 Dt: 01/09/2009 has
 granted installment for payment of arrear due and the same are to be
 paid in 60 monthly installments from November 2009 .The
 
 installments during the year are paid regularly by the company ,and the
 outstanding amount of P.F. Dues as on the date of Balance sheet is
 Rs.4,53,60,153..
 
 (b) According to information and explanations given to us and as per
 the records of the Company examined by us, there are no dues of sales
 tax, income tax, custom duty, wealth tax, excise duty and cess which
 have not been deposited on account of any dispute except the dues as
 given below:
 
                                       Period to
 Name 
 of the         Nature 
                of the     Amount      which the       Forum where 
 Statute        dues        (Rs.)      amount          dispute is 
                                                       pending 
                                       relates
 
 Bengal 
 Finance
 (Sales 
 Tax) Act                 1925071     1988-89
 1941
 
 Central 
 Sales                                                  Assistant
 Tax Act, 
 1956                     1267982     1988-89          Commissioner
 
 West 
 Bengal 
 Sales          Sales 
                Tax         57672     2001-02          Commercial 
                                                       Taxes. 
 Tax Act, 
 1994                       57672     2001-02          Calcutta (South)
 
 West 
 Bengal 
 VAT                      2036266     2008-09          Circle
 
 Act 2003
 
 Ceital 
 Me*                       112815     2008-09
 Tax Act, 
 1956           Income 
                Tax        958380     2009-10
 
 1961                                                  KOLKATA
 
 ix.  The accumulated losses at the end of the financial year is
 Rs.1008.82 lacs. which have not exceeded more than 50% of its net
 worth. The Company has neither incurred cash losses during the year
 covered by our audit nor in the immediately preceding financial year.
 
 x.  The Company has not defaulted in repayment of dues of any Financial
 Institution or Bank. The previous pending dues have been settled in the
 current year.
 
 xi.  According to information and explanations given and based on the
 documents and records produced to us, the Company has not granted loans
 and advances on the basis of Security by way of pledge of shares,
 Debentures and other securities.
 
 xii. The Company is not a Chit Fund or a Nidhi Mutual Benefit
 Fund/Society. Therefore, provisions of clause 4(xiii) of the Order are
 not applicable to the Company.
 
 xiii.  In our opinion the Company is not dealing in or trading in
 shares, securities, debentures and other Investments. Therefore,
 provisions of clause 4(xiv) of the Order are not applicable to the
 Company.
 
 xiv. In our opinion and according to the information and explanation
 given to us, the Company has not given any guarantee for loans taken by
 others from Banks and financial Institutions.
 
 xv.  In our opinion and according to the information and explanation
 given to us, the Company has availed fresh term loan during the current
 financial year, from Life Insurance Corporation of India amounting
 Rs.10.17 Lakhs, secured against a life insurance policy.
 
 xvi. According to the information and explanation given to us and on an
 overall examination of the records of the Company, we report that the
 Company has used short-term funds for long-term investment, to the
 extent of Rs.1866.35 Lakhs.
 
 xvii.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 of the Act during the year.
 
 xviii.  The Company does not have any outstanding debentures during the
 year.
 
 xix. The Company has issued 6% Redeemable Preference Shares of Rs.265
 Lakhs to Union Bank of India as per the negotiation of settlement of
 dues.
 
 xx.  During the course of our examination of the books of accounts
 carried out in accordance with generally accepted auditing practices in
 India, we have neither come across any incidence of fraud on or by the
 company nor we have been informed of any such case by the management.
 
 4.  Further to our comments as given above, we report that :
 
 i.  We have obtained all the information and explanation which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 ii.  In our opinion, proper Books of Account as required by law have
 been kept by the Company so far as it appears from our examination of
 the books.
 
 iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the Books of Account.
 
 iv) The Balance Sheet, the Profit & Loss Account and the Cash Flow
 Statement dealt with by this report comply with the Accounting
 Standards referred to in sub- section (3C) of section 211 of the
 Companies Act, 1956 to the extent applicable except as given in note
 no. 31 regarding non recognition of Deferred Tax Assets as per AS-22
 and Note no. 33 regarding non provision of Leave encashment as per
 Actuary valuation and non compliance of information as per
 AS-15(Revised).
 
 v) On the basis of the written representations received from the
 Directors and taken on record by the Board of directors, we report that
 none of the Directors is disqualified as on 31st March,2012 from being
 appointed as a director in terms of clause (g) of sub-section (1) of
 section 274 of the Companies Act,1956.
 
 vi) In our opinion and to the best of our information and according to
 the explanation given to us, the said financial statements together
 with the notes and subject to Note No.24(b) & 27 regarding
 non-provision of interest and penalties on account of non-payment of
 Provident Fund dues, the impact of which is presently not
 ascertainable, Note No. 32 and 37 regarding, Other Receivables and
 Debtors, respectively, the recoverability and consequential adjustments
 arising therefrom,
 
 presently not ascertainable and Note no33 regarding non provision of
 Leave encashment as per Actuary valuation and non compliance of
 information as per AS- 15( Revised) attached there to give, in the
 prescribed manner, the information required by the act, and give a true
 and fair view in conformity with the accounting principles generally
 accepted in India.
 
 a.  In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 b..  In the case of Statement of Profit & Loss, of the Loss of the
 Company for the year ended on that date; and
 
 c.  In case of Cash Flow Statement of the cash flows for the year ended
 on that date
 
                                                For TIWARI &CO.
 
                                             Firm Regn No. 309112E 
 
 Place: Kolkata                              Chartered Accountants
 
 Date: 23rd August, 2012
 
                                                   (P.Tiwari)
 
                                               Partner M.No. 16590