1.  We have audited the attached Balance Sheet of N.G.INDUSTRES LIMITED
 (the Company), as at 31st March, 2011, the Profit and Loss Account and
 also die Cash Flow Statement of the Company for the year ended on that
 date annexed thereto. These financial statements are die responsibility
 of die Company''s management. Our responsibility is to express an
 opinion on tiles financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India.  Those Standards require that we plan and
 perform die audit to obtain reasonable assurance about whedier me
 financial statements are free from material misstatements. An audit
 includes examining, on a test basis, evidence supporting die amounts
 and disclosures in the financial statements. An audit also includes
 assessing die accounting principles used and significant estimates made
 by management, as well as evaluating die overall financial statement
 presentation. We believe diat our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, as
 amended by me Companies (Auditor''s Report)(Amendment) Order,2004,
 (togetiier me Order) issued by me Central Government of India in
 terms of sub-section (4A) of Section 227 of me Companies Act, 1956 of
 India (me Act) and on me basis of such checks of me 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 me said
 Order, to the extent applicable.
 
 4.  Further to our comments in me Annexure referred to in paragraph 3
 above, we report that:
 
 a) We have obtained all die information and explanations, which to die
 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 me Company, so far as appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt within by this report are in agreement within die books of account
 of die Company;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt wim by mis report comply wim me Accounting
 Standards referred to in sub-section (3C) of section 211 of die
 Companies Act, 1956;
 
 e) On the basis of the written representations received from the
 directors of the Company, as on 31* March, 2011 and taken on record by
 the Board of Directors of the Company, we report mat none of the
 Directors is disqualified as on 31* 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) Attention is drawn regarding non accounting of certain expenses on
 accrual basis, the impact of which on the Company''s Profit & Loss
 Account Debit Balance is not ascertainable.
 
 g) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner, 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 31 March, 2011;
 
 ii.  in the case of the Profit and Loss Account, 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 THE AUDITORS'' REPORT
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of N.G.INDUSTRIES LIMITED on the financial statements for the
 year ended March 31,2011.
 
 1.  a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) The fixed assets have been physically verified by the management
 during the year, which, in our opinion, is reasonable having regard to
 the size of the company and the nature of its assets. As informed, no
 material discrepancies were noticed on such verification.
 
 c) Since there is/disposal of substantial part of fixed assets during
 the year, paragraph 4(i)(c) of the Companies (Auditor''s Report) Order,
 2003 is not applicable.
 
 2.  a) The management has conducted the physical verification of
 inventory at reasonable intervals during the year. As informed, no
 material discrepancies were noticed on such physical verification.
 
 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 nature of its business.
 
 c) The Company has maintained proper record of its inventories and no
 discrepancies were noticed on physical verification.
 
 3.  According to the information and explanation given to us & in our
 opinion the company has not granted or taken any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies'' Act, 19S6.
 Accordingly clauses 4(iii)(a) to 4(iii)(g) of the Companies (Auditor''s
 Report) Order, 2003 are not applicable.
 
 4.  In our opinion and according to the information and explanation
 given to us, there is an adequate internal control system commensurate
 with the size of Company and the nature of its business for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in internal control
 system.
 
 5.  a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements that need to
 be entered into the register in pursuance Section 301 of Act, have been
 so entered in the register maintained as per requirement of that
 Section.
 
 b) In our opinion and according to the information and explanations
 given to us, each of these transactions have been made in pursuance of
 such contracts or arrangements 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 Section 5 8 A and 5 8 AA or any other relevant
 provisions of the Act and the rules framed there under.
 
 7.  In our opinion, the company did not have any internal audit system
 during the year under review, but their internal con&pl procedure
 involves reasonable internal check of its financial records.
 
 8.  The provisions of the Companies Act for maintenance of cost records
 under Section 209(1 )(d) are not applicable to the company.
 
 9.  a) According to the information and explanations given to us and
 the books and records examined by us, the company is regular in
 depositing with the appropriate authorities the undisputed statutory
 dues relating to Provident Fund, Employees State Insurance, Investor
 Education and Protection Fund, Income Tax, Wealth Tax, Service Tax,
 Customs Duty, Excise Duty, Cess and other material statutory dues as
 applicable to it.
 
 b) According to the information and explanations given to us and the
 books and records examined by us, there are no undisputed amount
 payable, in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty, Cess outstanding as at 31 * March, 2011 for a
 period exceeding 6 months from the date they become payable.
 
 10.  The Company has no accumulated losses as at 31 * March, 2011 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11. The Company has not defaulted in repayment of dues to financial
 institution, bank or to debenture holders.
 
 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 special nature applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments. Accordingly provisions of
 clause 4(xiv)of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 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 r ar opinion and according to the information and explanation
 given to us, the Company has * ''5: applied the term loans for the
 purpose for which the loans have been 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, there are no funds raised on a short- term
 basis, which have been used for long-term investments.
 
 18. The Company has not made any preferential allotment of shares
 during the year.
 
 19. The Company has not issued any Debenture.
 
 20. The Company has not raised any money by way of public issue during
 the year.
 
 21. According to the information and explanations given by the
 management to us, we report that no fraud on or by the company has been
 noticed or reported during the course of our audit.
 
 
                                                 For M.R.SINGHWI & CO
 
                                                 Chartered Accountant
 
                                         Firm Registration No.312121E
 
 Place: Kolkata                                     (CA. M.R.SINGHWI)
 
 Dated: 30th day of May, 2011                                 Partner
 
                                                Membership No. 050650