We have audited the Balance Sheet of Teesta Agro Industries Limited as
 at 31st March, 2011, signed by us under reference to this report and
 the relative Profit and Loss Account and the Cash Flow Statement for
 the year ended on that date. 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 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 reasonable basis for
 our opinion.
 
 As required by the Companies (Auditor''s Report) Order, 2003 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 of the
 books and records of the company 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.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 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, proper books of accounts as required by the law
 have been kept by the company, so far it appears from our examination
 of those books.
 
 3.  The Balance Sheet and the Profit and Loss Account and cash flow
 statement dealt with by this report are in agreement with the books of
 accounts.
 
 4.  In our opinion, the Balance Sheet and the Profit and Loss Account
 dealt with by this report comply with the mandatory Accounting
 Standards issued by the Institute of Chartered Accountants of India,
 referred to in sub section (3C) of Section 211 of the Companies Act,
 1956.
 
 5. Based on the representations made by the Directors of the Company
 and the information and explanations given to us, none of the Directors
 of the Company is, prima-facie, as at 31st March, 2011, disqualified
 from being appointed as Director of a Company in terms of section
 274(1) (g) of the Companies Act, 1956.
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said accounts, read together with
 Accounting Policies & Practices and other Notes of the schedule 15,
 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:
 
 In the case of balance Sheet, of the state of affairs of the Company as
 at 31st March, 2011;
 
 In the case of Profit and Loss Account, of the profit of the company
 for the year ended on that date;
 
 and
 
 In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT REFERRED TO IN OUR REPORT OF EVEN DATE
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situations of its fixed
 assets.
 
 (b)All the fixed assets of the Company have been physically verified
 during the year by the Management and no material discrepancy between
 the book records and the physical inventory have been noticed.
 
 (c) No substantial part of fixed assets of the Company has been
 disposed off during the year (except land at Tufanganj).
 
 2.  (a) The stocks of finished goods, stores, spare parts, and raw
 materials (other than items in transit and lying with third parties) of
 the company have been physically verified by the management at the
 year-end.
 
 (b) In our opinion, the procedures of physical verification of
 aforesaid stocks followed by the management are reasonable and adequate
 in relation to the size of the Company and nature of its business.
 
 (c) The company has maintained proper records of inventories. In our
 opinion, the valuation of stock of finished goods, stores, spare parts
 and raw materials has been fair and proper in accordance with the
 normally accepted accounting principles and is on the same basis as in
 the preceding year. The discrepancies between the physical stocks and
 book stocks were not material, and hence taken as per book records.
 
 3.  (a) In our opinion, the rate of interest and other terms and
 conditions of loan, secured or unsecured taken by the Company during
 the year from companies, firms and other parties listed in the register
 maintained under Section 301 of the Companies Act, 1956 are prima-facie
 not prejudicial to the interest of the Company.
 
 (b) The Company has granted interest free unsecured loan ofRs.29.93
 lakhs to Nepun Cement and Power Limited & Rs.30.00 lakh to Paramdeep
 Singh, Director of the company listed in the Register maintained under
 Section 301 of the Companies Act, 1956.
 
 (c) Interest free small advances in the nature of loans given to
 certain employees are generally being repaid as stipulated.
 
 4.  In our opinion, the Company''s internal control procedures for
 purchase of raw materials including components, plant and machinery,
 equipment and other similar assets and sale of goods are generally
 commensurate with the size and nature of its business and such
 procedures of the Company relating to purchase of stores are being
 strengthened to make it commensurate with its size and nature of
 business of the Company.
 
 5.  In our opinion, the transaction of purchase of goods and materials
 made in pursuance of contracts or agreements entered in the Register
 maintained under Section 301 of the Companies Act, 1956, and
 aggregating during the year to Rs.5,00,000 or more in respect of each
 party were made at prices which were reasonable having regard to
 prevalent market prices for such materials or the prices at which
 transactions for similar goods or materials were made with other
 parties.
 
 6.  The Company has not accepted any deposits from the public during
 the year.
 
 7.  In our opinion, the Company has an internal audit system (a firm of
 Chartered Accountants having been appointed for the purpose). The
 internal audit as conducted in a phased manner, is commen- surate with
 the size and nature of its business.
 
 8.  As explained to us and on the basis of the records produced, we are
 of the opinion that prima facie, the cost records prescribed by the
 Central Government under Section 209(l)(d) of the Companies Act, 1956
 have been maintained. However, we are not required to and have not
 carried out any detailed examination of such records.
 
 9.  (a)T he Company has been regular in depositing Provident Fund dues
 with the concerned authori- ties during the year considering the grace
 period allowed by the Provident Fund Department.  As explained to us,
 the E.S.I. Act is not applicable to the Company. As on 31st March,
 2011, there were no amounts outstanding in respect of undisputed Income
 Tax, Wealth Tax, Sales Tax, Customs Duty, Service Tax and Excise Duty
 which were due for more than six months from the date they became
 payable.
 
 (b)Di sputed sales tax, income tax, excise duty and customs duty have
 been disclosed in the note 9 (b) of schedule 15, under the head
 contingent liabilities not provided for in the accounts.
 
 10.  The company has no accumulated losses and has not incurred cash
 losses during the current financial year and in the immediately
 preceding financial year.
 
 11.  During the year, the company has not defaulted in repayment of its
 dues to financial institutions and banks.
 
 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.  In our opinion, the provisions of any special statue applicable to
 Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to
 the company.
 
 14.  In our opinion the company is not dealing or trading in shares,
 securities, debentures or other investments and therefore, the
 requirement of paragraph 4(xiv) of the Order is not applicable to the
 company.
 
 15.  The company has not given any guarantee for the loans taken by
 others from banks or financial institutions.
 
 16.  The company has not taken any term loan during the year.
 
 17.  On the basis of our examination of the cash flow statement and
 overall examination of balance sheet, we report that the funds raised
 on short-term basis have not been used for long-term invest- ments and
 vice versa.
 
 18.  The company has made preferential allotment of shares to parties
 covered in the register main- tained under section 301 of the Companies
 Act, 1956 during the year as per SEBI guidelines.
 
 19.  The company has not issued debentures during the financial year.
 
 20.  The company has not raised any money by public issue.
 
 21.  During the course of our examination of the books and records of
 the company carried out in accordance with auditing standards generally
 accepted in India, we have neither come across any instance of fraud by
 the company noticed or reported during the year nor have we been
 informed of such case by management.
  
                                           R. B. Mantry
 
                                           Partner
 
                                           For and on behalf of
 
 Siliguri,                                 MANTRY & ASSOCIATES
 
 September 6,2011                          Chartered Accountants