1.  We have audited the attached Balance Sheet of LEDO TEA COMPANY
 LIMITED as at 31st March, 2011 and the Profit & Loss Account and Cash
 Flow Statement for the year ended on that date both 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 tree of material misstatement. An audit
 includes examining, on 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 (Auditors'' Report) (Amendment) Order,2GQ4,
 (together the Order), 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 &
 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 & 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 accounts as required by the law
 have been kepi by the Company so far as appears from our examination of
 those books;
 
 c.) The Balance Sheet, the Profit & Loss Account and Cash flow
 Statement dealt with by this report are in agreement with the books of
 accounts;
 
 d.) In our opinion, the Balance Sheet, the Profit & Loss Account and
 Cash Flow statement dealt with by this report comply with the
 applicable accounting standards referred to in sub-section (3C ) of
 Section 211 of the Companies Act, 1956;
 
 e.) On the basis of the 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 Clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
 
 f.) In our opinion and to the best of our information and according to
 the explanations given to us, the Balance Sheet, the Profit & Loss
 Account and Cash Flow Statement read together with the Statement of
 Significant Accounting Policies and Notes as given in Schedule 11 give
 the information required by the Companies Act, 1956 in the prescribed
 manner so required and also give a true and fair view in conformity
 with 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, 2011; and
 
 ii) in the case of the Pro fit and Loss account, of the Loss 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 Ledo Tea Company Limited on the Financial Statements for the
 year ended 31st March, 2011)
 March. 2011)
 
 1.) a) The company has maintained proper records showing full
 particulars } including quantitative details and situation of fixed
 assets.
 
 b.)  The fixed assets of the Company at all its locations were physically
 verified by the Management at reasonable intervals during the year. As
 informed, no material discrepancies were noticed on such verification.
 
 c.) According to the information and explanations given to us, there
 were no substantial dispositions of fixed assets during the year.
 
 2.) a.) As explained to us, the Management has conducted  physical
 verification of inventory at reasonable intervals. In our opinion the
 same is adequate in relation to the size of the Company and the nature
 of its business.
 
 b.) In our opinion and according to the information and explanations
 given to us the procedure of physical verification of inventory
 followed by the Management is reasonable and adequate in relation to the
 size of the Company and nature of its business.
 
 c.) In our opinion and according to the information and explanations
 given to us, the company is maintaining proper records of inventory and
 no material discrepancies were noticed on physical verification.
 
 3.) In respect of loans granted / obtained by the Company to / from
 companies, firm or other parties covered in the register maintained
 under Section 301 of the Companies Act,1956 and according to the
 information and explanations given to us :-
 
 a.) The company has not granted any Inter Corporate Loans to any
 companies, firms and any other parties listed in the register maintained
 under Section 301 of the Act. Hence, Clause 3 (b), 3(c) & ,3(d) of the
 Order are not applicable to the company.
 
 b.) The Company has not taken any secured/unsecured loan from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act. Accordingly clauses 3(f) and 3(g) ot the
 paragraph 4 of the order are not applicable to the company.
 
 4.) In our opinion and according to the information and explanations
 given to us there are adequate internal control procedures commensurate
 with the so of to Company and the nature of its business for purchase
 of inventory, if d assets and ''for the sale of goods. During the
 course weakness has been noticed in the internal control in respect
 of these areas.
 
 5.) In respect of the contracts and arrangements referred to in Section
 301 of the Companies Act, 1956:
 
 a.) In our opinion and according to the explanation given to us the
 transaction made in pursuance of contracts or arrangements, that needed
 to be entered in the Register maintained under section 301 of the
 Companies Act, 1956 have been so entered.
 
 b.) In our opinion an according to the information given to us there
 are no transactions in pursuance of contracts or arrangements entered
 in the Register maintained under section 301 of the Companies Act,1956
 aggregating during the year to Rs.5,00,000 (Rs. Five Lakhs only ) or
 more in respect of any party in the said financial year.
 
 6.) According to the information and explanations given to us, the
 Company has not accepted any deposits from the public under section 58A
 and 58AA of the Companies Act, 1956. Therefore the provisions of Clause
 (vi) of the Order are not applicable to the Company.
 
 7.) In our opinion the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8 ) The Central Government has prescribed maintenance of Cost Records
 under Section 209 (1) (d) of the Companies Act, 1956 in respect of tea
 manufacturing activities of the Company. We have broadly reviewed the
 accounts and records of the Company in this connection and are of the
 opinion that prima facie the prescribed accounts and reports have been
 made and maintained. We have, however not carried out detailed
 examinations of the same.
 
 9.) According to the information and explanations given to us in
 respect of statutory and other dues:
 
 a.) Undisputed Statutory dues including Provident Fund, Investor
 Education & Protection fund, Employees State Insurance, Income Tax,
 Sales tax, Wealth Tax, Custom Duty, Excise Duty, Cess whichever
 applicable to the Company has generally been regularly deposited with
 the appropriate Authorities during the year.
 
 b.) The following disputed statutory liabilities have not been
 deposited as the Tribunal has decided the matter in favour of the
 company. However the effect order of the same is yet to be passed by
 the assessing officer.
 
                   Assessment                                 Amount
 Nature            Year                Forum                  Involved
 
                                 Income Tax Appellate     
 Income Tax        2000-01            Tribunal                594,267/-
 
 Income Tax        2001-02              -do-                  242,699/-
 
 IncomeTax         2002-03              -do-                  237,564/-
 
 IncomeTax         2003-04              -do-                      920/-
 
 10.) The Company does not have any accumulated losses at the end of the
 financial year and it has not incurred cash losses in the current and
 immediate preceding financial year.
 
 11.) Based on our audit procedures and as per the information and
 explanations given to us by the management, we are of the opinion that
 the Company has not defaulted in repayment of dues to bank.
 
 12.) In our opinion and according to the information and explanations
 given to us and based on the information available, no loans and
 advances have been granted by the Company on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 13.) In our opinion the Company is not a chit fund or nidhi/mutual
 benefit fund/societies. Therefore, the provisions of Clause 4 (xiii) of
 the Order are not applicable to the Company.
 
 14.) According to the information and explanations given to us, the
 Company is not dealing / trading in shares and securities, debentures
 and other investments. Therefore, the provisions of Clause 4 (xiv) of
 the Order are not applicable to the Company. However, the share and
 other securities kept as long term investment have been held by the
 Company in its own name.
 
 15.) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from the
 Bank or Financial Institutions.
 
 16.) To the best of our knowledge and belief and according to the
 information and explanations given to us, term loan availed by the
 Company were prima facie, applied for the purpose for which these loans
 were obtained.
 
 17.) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet and Cash flow Statement of
 the Company, we report that no fund raised on short term basis have
 been used for long term investment.
 
 18.) The Company has not made any preferential allotment of shares to
 parties or companies covered in the Register maintained under Section
 301 of the Companies Act, 1956 during the year and hence the question
 of the price at which shares have been issued is prejudicial to the
 interest of the Company does not arise.
 
 19.) The Company has not raised any debentures during the year and
 hence question of creating any securities in respect of debentures does
 not arise.
 
 20.) The Company has not raised any money through 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 &
 explanations given to us, we have neither come across any instances of
 material fraud on or by the Company, noticed or reported during the
 year, nor have we being informed of such case by the Management.
 
                                                     For DAS AND PRASAD
 
                                                  Chartered Accountants
                                         Firm Registration No:-0303054E
 
 
 
                                                            P.K.AGARWAL
 
                                                                Partner
 
                                                   Membership No.056921
 
 4,Chowringhee Lane,
 
 Kolkata
 
 Date: 30th May, 2011