1) We have audited the attached Balance Sheet of Warren Tea Limited
 (the Company), as at 31st March 2012, and the related Statement
 of Profit and Loss and 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 from 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,
 (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
 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) The Board of Directors have approved a scheme of Arrangement for
 demerger of seven of its tea estates with effect from 1st April, 2011.
 Pending necessary approval the working results of the seven gardens,
 proposed to be demerged, are included in the attached financial
 statement.
 
 5) Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 5.1) We have obtained all the information and explanations, which to
 the best of our knowledge and belief were necessary for the purposes of
 our audit;
 
 5.2) 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;
 
 5.3) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 5.4) In our opinion, the Balance Sheet, Statement of Profit and Loss
 and 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;
 
 5.5) On the basis of written representations received from the
 directors as on 31st March 2012 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 Section
 274 (1) (g) of the Act;
 
 5.6) In our opinion and to the best of our information and according to
 the explanations given to us the said accounts read together with the
 notes thereon and attached thereto give, the information required by
 the Act in the manner except for the non- ascertainment and
 non-disclosure of value of green leaf consumed as indicated in Note no.
 25 of the financial statements and read with para 4 above and also 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 and Loss, of the profit of
 the Company for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Warren Tea Limited on the financial statements for the year
 ended 31st March 2012]
 
 1.  In respect of fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 management which in our opinion provides for physical verification of
 all the fixed assets at reasonable intervals.  According to the
 information and explanations given to us, no material discrepancies
 were noticed on such verification.
 
 (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.  In respect of its inventories:
 
 (a) As explained to us, the inventory of the Company (excluding stocks
 with third parties) has been physically verified during the year by the
 management. In respect of stock lying with third parties, those have
 substantially been confirmed by them. In our opinion the frequency of
 such verification is reasonable.
 
 (b) In our opinion, and according to information and explanations 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 the nature of its business.
 
 (c) In our opinion, and according to information and explanations given
 to us, the Company has maintained proper records of its inventories and
 no material discrepancies were noticed on physical verification.
 
 3.  (a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act.
 
 (b) The Company has not taken any loans, secured or unsecured, to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act.
 
 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 with regard
 to the purchase of inventory, fixed assets and for the sale of the
 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.  In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Act, to the best of our
 knowledge and belief and according to the information and explanations
 given to us:
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Where transaction exceeds the value of Rs. 5 Lacs in respect of
 each party during the year, the transactions have been made at prices
 which appear reasonable as per information available with the Company.
 
 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 the size and nature of its business.
 
 8. We have broadly reviewed the cost records maintained by the Company
 relating to Tea pursuant to the Companies (Cost Accounting Records)
 Rules, 2011 prescribed by the Central Government under Section 209(1)
 (d) of the Act, and are of the opinion that prima facie the prescribed
 cost records have been maintained. We have, however, not made a
 detailed examination of the cost records with a view to determine
 whether they are accurate or complete.
 
 9. According to the information and explanations given to us and the
 records of the Company examined by us:
 
 (a) The Company has been 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
 material statutory dues as applicable, with the appropriate authorities
 except for payment of provident fund liability on enhanced food
 concession amounting to Rs. 41.07 lacs, which has since been paid.
 [Refer note No.25(18)].
 
 (b) There were no arrears in respect of the aforesaid dues for a period
 of more than six months from the date they became payable except as
 mentioned in above para, provident fund liability on enhanced food
 concession amounting to Rs.39.75 lacs which is due for more than six
 months.
 
 (c) The particulars of dues of Income-tax, Sales-tax, Wealth tax,
 Service tax, Customs duty, Excise duty and Cess as applicable as at
 31st March 2012 which have not been deposited on account of a dispute
 are as follows:
 
 Name of the         Nature of Dues              Amount Involved 
 Statute                                        (in Lacs)
 
 Income Tax          Income Tax                      96.34
 Act 1961
                                                     25.58
 
                     Income Tax                       3.13
 
                                                      2.06
 
 Assam               Agricultural                   623.63
 Agricultural        Income Tax 
 
 Income Tax          Agricultural                  4169.32
 Act, 1939           Income Tax            (Net of payment 
                    (Including the           under protest
                     impact of                      Rs.685)   
                     Rs. 623.63 as above)
  
 Sales Tax Act       Assam General                  108.57
 1965                Sales Tax &           (Net of payment
                     Central Sales Tax       under protest
                                                 Rs. 10.57)
 
                     Assam General                  149.17
                     Sales Tax &           (Net of payment 
                     Central Sales Tax       under protest
                                                  Rs. 2.51) 
 
                                                     46.79 
                                           (Net of payment 
                                             under protest
                                                  Rs.17.61)
 
 Assam Land          Land Revenue Tax                55.60
 Revenue
 Reassessment
 Act, 1936
 
 Name of the          Period to           Forum where
 Statute              which the           Dispute is Pending
                      amount relates
 
 Income Tax Act 1961  2002-03             Commissioner of 
 
                      2007-08             IncomeTax (Appeals)
 
                      1987-88             Income Tax Appellate
 
                      1984-85             Tribunal
 
 Assam Agricultural
 Income Tax 
 Act, 1939            1990-91             Deputy Commissioner 
                      to 1993-94          of Taxes (Appeals) 
 
                      1986-87 to          Gauhati High Court
                      1998-99,2000-01
 
 Sales Tax Act 1965   1990-91 to          Deputy Commissioner
                      1994-95,            of Taxes-Assam
                      1996-97 to 1998-99
 
                      1997-98 to          Commissioner of 
                      1998-99,            Taxes-Assam
                      2004-05 to 2006-07
 
                      1990-91,            Gauhati High Court  
                      1997-98 to 1998-99,
                      2004-05
 
 Assam Land Revenue
 Reassessment 
 Act,1936             2003-04 to          Additional Deputy
                      2007-08             Commissioner
 
 10. The Company does not have 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 banks at the Balance Sheet date. The
 Company had neither any outstanding debenture nor loan from any
 financial institution nor has it issued any debenture during the year.
 
 12. According to the information and explanations given 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.
 
 13. In our opinion, 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 shares,
 securities, debentures and other investments.
 
 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.  Accordingly, the
 provisions of clause (xv) of Paragraph 4 of the Order are not
 applicable to the Company.
 
 16. The Company has not taken any term loan during the year.
 
 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, there are no funds raised on a short-term
 basis which 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 debentures and accordingly the
 question of creation of securities in this regard does not arise.
 
 20. The Company has not raised any money from 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 instances of
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of such case by the management.
 
                       For Singhi & Co.        For B.M. Chatrath & Co.
 
                       Firm Registration       Firm Registration
 
                       Number: 302049E         Number:301011E
 
                       Chartered Accountants   Chartered Accountants
 
                       Pradeep Kumar Singhi    A. Chatrath
 
                       Partner                 Partner
 
 Kolkata, 
 
 30th January, 2013    Membership Number:
                       50773                   Membership Number:
                                               52975