We have audited the attached Balance Sheet of DPIL Limited as at 31st
 March, 2011 and also the attached Profit & Loss Account 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.
 
 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 misstatements. An audit includes
 examining, on the 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.
 
 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 :
 
 (a) The Balance Sheet and Profit and Loss Account complied with the
 Accounting Standard referred to by Section 211(3C) of the Companies
 Act, 1956.
 
 (b) Proper books of account as required by law have been kept by the
 Company so far as appears from our examination of the books.
 
 3.  The said Balance Sheet and Profit and Loss Account are in agreement
 with the books of account.
 
 4.  On the basis of confirmation received from the Directors, taken on
 record by the Board of Directors, none of the Directors is disqualified
 as on 31st March, 2011 from being appointed as a Director in terms of
 Section 274(I)(g) of the Companies Act, 1956.
 
 5.  In our opinion and to the best of our information and according to
 the explanations given to us, the accounts read in conjunction with the
 notes and Schedules attached thereto give the information required by
 the Companies Act, 1956 in the manner so required, 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 state of affairs of the Company
 as at 31st March, 2011 and ;
 
 (b) In the case of Profit and Loss Account of the profit for the year
 ended on that date, and
 
 As required by the Companies (Auditors'' Report) Order, 2003 as amended
 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 of India (the ''Act'') and on the basis of
 such checks as we considered appropriate and according to the
 information and explanations given to us, we further report:
 
 i) a) The Company has maintained records to show full particulars of
 quantities and situation of fixed assets.
 
 b) The fixed assets were reported to have been physically verified by
 the management at reasonable intervals. No material discrepancies have
 been noticed on such verification.
 
 c) During the year, substantial part of fixed assets have not been
 disposed off by the Company.
 
 ii) a) The stock of Finished Goods of the Company have been physically
 verified by the management at reasonable periods.
 
 b) In our opinion, the procedure of physical verification of stocks
 followed by the management is 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 between the physical stocks and book stocks were not
 material and which have been properly dealt with in the books of
 account. However, as at the year end the Company had nil stock.
 
 iii) a) The company has not granted loans, secured or unsecured to
 Companies Firms or other parties covered in the register maintained
 under Section 301 of the ''Act''.
 
 In view of our comment in para (a) above, Sub-clauses(b),(c) & (d) of
 this clause are not applicable.
 
 e) The Company has not taken loans, secured/unsecured from Companies,
 firms or other parties covered in the register maintained under Section
 301 of the ''Act''.
 
 In view of above, Sub- clauses(f) & (g) of this clause are not
 applicable.
 
 iv) In our opinion the internal control procedures of the Company
 relating to purchases of inventory, plant and machinery, equipment and
 other assets and for sale of goods are commensurate with the size and
 nature of business.
 
 During the course of our audit we have neither come across nor have we
 been informed of any instances of major weakness in the aforesaid
 internal control procedures for which corrective measures are required.
 
 v) a) On the basis of examination of the books of accounts, we are of
 the opinion that the transactions that need to be entered in the
 register in pursuance of Section 301 of the Act have been so entered.
 
 b) Where each of such transactions is in excess of Rs.5 lakhs in
 respect of each party, the transactions have been made at prices which
 are prima-facie, reasonable having regard to the prevailing market
 prices at relevant times.
 
 vi) The Company has not accepted any deposit from the public within the
 meaning of the provisions of Section 58AA of the ''Act'' or any other
 relevant provisions of the ''Act''.
 
 In view of above, sub - clause (ii) of this clause is not applicable.
 
 vii) In our opinion, the Company''s present internal audit system is
 commensurate with the size and nature of its business.
 
 viii) As the Company is engaged in trading of tea only, maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the ''Act'' is not applicable to the Company.
 
 ix) According to the books and records as produced and examined by us
 in accordance with generally accepted auditing practices in India and
 also as per management representations :
 
 a) Undisputed statutory dues in respect of Provident Fund, Investor
 Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax,
 Service Tax, Excise Duty, Cess and other applicable dues have been
 regularly deposited by the Company during the year with the appropriate
 authorities. No undisputed statutory dues were outstanding on 31st
 March, 2011, for a period of more than six months from the date it
 becomes payable.
 
 b) As at 31st March, 2011 there are no disputed dues outstanding in
 respect of Excise Duty, Custom Duty, Cess, Wealth Tax, Service Tax
 other than disputed Sales Tax and Income Tax as shown below :
 
                            Rs. (in lacs)    Forum where pending
 
 Income Tax                       208.67     High Court - Calcutta
 
 Income Tax                        26.26     Commissioner of Income 
                                             Tax - Appeals
 
 Sales Tax                         12.80     Assistant Commissioner of
                                             Commercial Taxes
 
 x) The accumulated losses of the Company as at 31st March, 2011 are
 more than fifty percent of its net worth. It has not incurred cash loss
 during the year under audit and also in the immediately preceding
 financial year.
 
 xi) There was no default made by the Company in respect of payment of
 its dues to public financial institutions.
 
 xii) As per the books and records of the Company, examined by us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 xiii) The Company has not given any guarantee for the loans taken by
 others from bankers or financial institutions during the year.
 
 xiv) Based on the records, there was no fresh Term Loans taken by the
 Company during the year.
 
 xv) On the basis of books and records and other related information,
 the Company has not raised any funds on short term basis which have
 been used for long term investment.
 
 xvi) In our opinion and according to the information and explanation
 given to us, 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''.
 
 xvii) The Company has not created any securities in the form of
 debentures during the year.
 
 xviii) The company has not raised any money on public issue during the
 year.
 
 xix) During the course of our examination of the books of account
 carried out in accordance with generally accepted auditing practices in
 India, we have neither come across any instance of fraud on or by the
 Company nor have we been informed of such case by the management.
 
 xx) In view of the nature of activities carried out by the Company
 during the year, in our opinion, the requirement of clauses (xiii) &
 (xiv) of paragraph 4 of the aforesaid Order are not applicable to the
 Company.
 
                                         For Ford, Rhodes, Parks A Co.
                                                 Chartered Accountants
                                         Firm Registration No. 102860W
 
                                                               A.K.Pal
                                                               Partner
                                                  Membership No.008179
 
 15, Chittaranjan Avenue
 Kolkata
 
 2nd August, 2011