We have audited the attached balance sheet of ntc industries limited as
 at 31st March 2012, the related statement of profit and loss and cash
 flow statement for the year ended on that date annexed thereto. These
 financial statements are the responsibility of 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 a reasonable basis for
 our opinion.
 
 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 law have
 been kept by the Company so far as appears from our examination of
 these books.
 
 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
 accounts.
 
 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 Companies Act, 1956.
 
 5.  On the basis of written representations received from the directors
 as on 31 st 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 clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 6.  In our opinion and based on the information and according to the
 explanations given to us, the said account read with notes forming part
 of the financial statements give the information required by the
 Companies Act, 1956 in the manner so required and give true and fair
 view:
 
 (a) in the case of balance sheet, of the state of affairs of the
 Company as at 31 st March 2012;
 
 (b) in the case of statement of profit and loss, of the profit of the
 Company for the year ended on that date; and
 
 (c) in the case of the cash flow statement, of the Cash flows for the
 year ended on that date.
 
 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 and on the basis of such
 checks of the books and records as we considered appropriate and
 according to information and explanations given to us, the matters
 specified in the said order are given hereunder to the extent to which
 they are applicable.
 
 i) a) The Company is maintaining proper records showing, full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) In our opinion, the fixed assets have been physically verified by
 the management at reasonable intervals. No material discrepancies were
 noticed on such verification.
 
 c) The Company has not disposed off any substantial part of its fixed
 assets so as to affect its going concern.
 
 ii) a) The inventory (excluding stock lying with third parties)
 has been physically verified by the management at regular intervals. In
 respect of inventory lying with third parties, these have substantially
 been confirmed by them.  In our opinion, the frequencies of
 verifications are reasonable.
 
 b) In our opinion, the procedures of physical verification 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 inventory records, we are of the
 opinion that the Company is maintaining proper records of inventory.
 The discrepancies noticed on physical verification between the physical
 stocks and the book records were not material.
 
 iii) a) The Company has not granted any loan during the year to 
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Consequently, the
 requirements of sub clauses (a), (b), (c) and (d) of clause (iii) of
 paragraph 4 of the order are not applicable,
 
 b) The Company has not taken any loan during the year from companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Consequently, the requirements of sub
 clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the order
 are not applicable.
 
 iv) 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 and 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 we been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 v) a) In our opinion and according to information and explanations 
 given to us, the particulars of contracts or arrangements referred 
 to in section 301 of the Companies Act, 1956 have been so entered.
 
 b) In our opinion and according to information and explanations given
 to us, the transactions made in pursuance of contract or arrangements
 entered in the register maintained under section 301 of the Companies
 Act, 1956 and exceeding the value of Rupees Five Lacs 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.
 
 vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public.
 Therefore the provisions of clause (vi) are not applicable to the
 Company.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii) We have broadly reviewed the cost records maintained by the
 Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1 )(d) of the
 companies Act, 1956 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.
 
 ix) a) According to the information and explanations given to us 
 and records of the Company examined by us, in our opinion, no 
 undisputed amounts payable in respect of provident fund, employees
 state insurance, income tax, sales tax, wealth tax, service tax, custom
 duty, excise duty, cess and other statutory dues were outstanding, at
 the year end, 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
 record examined by us, there are no dues (except as stated below) in
 respect of sales tax, income tax, customs duty, wealth tax, excise duty
 and cess which have not been deposited on account of any dispute.
 
 Name of        Nature of         Amount        Forum where the
 the Statute    the Dues         (Rs in Lacs)   dispute is pending
 
 Central        Excise duty       8721.83       Assistant/Additional/
 Excise         and interest,                   Deputy commissioner,
 Act, 1944      penalty                         Commissioner,
                thereon                         Commissioner (Appeals),
                                                Appellate Tribunal &
                                                Supreme Court
 
 x) 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.
 
 xi) 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 or debenture
 holders during the year.
 
 xii) In our opinion, the Company has not granted any loans and advances
 on the basis of security by way of pledge of shares, debentures and
 other securities.
 
 xiii) The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 xiv) In our opinion and according to information and explanations given
 to us. Company is not dealing in or trading in shares, securities,
 debentures and other investments.
 
 xv) The Company has not given any guarantees for loans taken by others
 from banks or financial institution.
 
 xvi) According to the information and explanations given to us, the
 term loans have been applied for the purpose for which they were
 raised.
 
 xvii) According to the information and explanation given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short term basis have been used for long term
 investment by the Company.
 
 xviii) The Company has not made preferential allotment of shares to
 parties and companies covered in register maintained under section 301
 of the Companies Act, 1956 during the year.
 
 xix) The Company has no debentures outstanding at any time during the
 year and hence question of creating security in respect thereof does
 not arise.
 
 xx) As informed to us, the Company has not raised any money by way of a
 public issue during the period covered by our audit report.
 
 xxi) 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 S. M. Daga & Co.
 
                                                 Chartered Accountants 
 
                                         Firm Registration No. 303119E
 
 11,  Clive Row,                                         MEGH RAJ DAGA
 
 Kolkata - 700 001                                           (Partner)
 
 28th May 2012                                   Membership No. 013625