1.  We have audited the attached Balance Sheet of JOONKTOLLEE TEA &
 INDUSTRIES LIMITED as at 31st March, 2012 and the related Statement of
 Profit & Loss and the Cash Flow Statement for the year ended on that
 date annexed thereto, which we have signed under reference to this
 report. 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 (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s 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 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 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 in paragraph 3
 above, we report that:
 
 (a) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 (b) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, the Statement of Profit & Loss and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet, the Statement of Profit & Loss
 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 Act.
 
 (e) On the basis of written representations received from the Directors
 as on 31st March, 2012 and taken on record by the Board of Directors,
 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 Act;
 
 5. In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements and read
 together with the notes thereon and attached thereto given 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:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 (ii) in the case of the Statement of Profit & Loss, of the profit 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.
                                    
 Annexure to Auditors'' Report
 
 [REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS'' REPORT OF EVEN DATE TO THE
 MEMBERS OF JOONKTOLLEE TEA & INDUSTRIES LIMITED ON THE FINANCIAL
 STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012]
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) According to the information and explanation given to us, based on
 a phased manner, the fixed assets of the Company have been physically
 verified by the management and no material discrepancies between the
 book records and the physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 2.  (a) According to the information and explanation given to us, the
 inventory (excluding stocks with third parties) has been physically
 verified by the management during the year. In respect of inventory
 lying with third parties, these have been confirmed by them.  In our
 opinion, the frequency of verification is reasonable.
 
 (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 the nature of its business.
 
 (c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3.  (a) As per the information and explanations given to us, the
 Company has not granted any loans secured/unsecured to Companies, firms
 or other parties covered in the register maintained under Section 301
 of the Act. Hence, clauses 3(b), (c) and (d) of the order are not
 applicable to the Company.
 
 (b) As per information and explanations given to us, the Company has
 taken unsecured loans from two bodies Corporate covered in the register
 maintained under Section 301 of the Act. The amount of loan taken
 during the year and the maximum amount outstanding during the year was
 Rs. 25,000,000/- and Rs. 42,500,000/- respectively. The yearend balance of
 such loans wasRs. Nil.
 
 (c) The aforesaid loans were payable on demand and there is no
 repayment schedule. In our opinion the terms and conditions of the
 loans are not prima facie prejudicial to the interest of the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory, 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 the information and
 explanations 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.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements 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.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act and are of the opinion that prima facie, the prescribed accounts
 and records have been made and 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) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees'' state insurance, income tax, sales tax, wealth tax, service
 tax, customs duty, excise duty, cess and other statutory dues as
 applicable with the appropriate authorities and no such dues were in
 arrears, as at 31st March, 2012 for a period of more than six months
 from the date they became payable.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the dues of income tax, sales
 tax, wealth tax, service tax, customs duty, excise duty and cess as at
 31st March, 2012 which have not been deposited on account of any
 dispute and the forum where the disputes are pending are as under.
 
 
 
 Nature of Statute   Nature of    Amount in  Period   Forum where 
                                                      dispute is pending
                     dues         Rs. Lacs
 
 Income Tax Act      Income Tax   128.65     A.Y. 
                                             2003-04 
                                             to       Commissioner of
                                                      Income Tax
                     Demand                  2009-10
                                                      Appeals
 
 Karnataka Sales 
 Tax                 Sales Tax     17.83     A.Y. 
                                             2003-04 
                                             to       Kamataka Sales
                                                      Tax Appellate
                     Demand                  2008-09 
                                                      Tribunal
 
 
 
 10.  The Company has no accumulated losses as at 31st March, 2012 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank as at the
 balance sheet date.
 
 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.  The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in securities.
 According to information and explanations given to us, proper records
 have been maintained of the transactions and contracts and timely
 entries have been made therein. All the investments have been held by
 the Company in its own name.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 16.  In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 17.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, no funds raised on a short-term basis have
 been used for long- term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 19.  The Company has not issued any debenture and there is no debenture
 outstanding at the year-end.
 
 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 the generally accepted
 auditing practices in India and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 
                                       For and on behalf of 
 
                                                 SINGHI&CO.
 
                                     Chartered Accountants
 
                             Firm Registration No. 302049E
 
                                                Gopal jain
 
 Place : Kolkata                                  Partner
 
 Date : 12th November, 2012         Membership No. 059147