1.  We have audited the attached Balance Sheet of M/S Rathi Graphic
 Technologies Limited as at 31st March, 2011 and also the Profit and
 Loss Account of the company and the Cash Flow Statement for the year
 ended on that date, annexed thereto. 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 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.
 
 3.  As required by Companies (Auditor''s Report) Order, 2003 (as
 amended) from time to time issued by the Central Government of India in
 terms of Section 227 (4A) of the Companies Act, 1956 and on the basis
 of such checks as we considered appropriate and according to the
 information and explanation given to us, we annex hereto a statement on
 the matters specified in paragraphs 4 & 5 of the said order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 a) We have obtained alt the information and the explanation, which to
 the 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 the Company so far as appears from our examination of books.
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) I n our opinion, the Balance Sheet, Profit and Loss Account 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;
 
 e) On the basis of written representations received from the directors
 of the Company as at 31st March, 2011 and taken on record by the Board
 of Directors, we report that none of the directors is disqualified as
 on March 31, 2011 from being appointed as director of the Company under
 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 said accounts read together with the
 significant accounting policies and notes forming part of the accounts,
 give the information required by the Companies Act, 1956 in the manner
 so required and give a true and fair view:-
 
 (1) In the case of the Balance Sheet of the state of affairs of the
 Company as at 31st March 2011; and.
 
 (2) In the case of the Profit and Loss Account of the profit of the
 Company for the year ended on that date.
 
 (3) In the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE
 ACCOUNT OF M/S. RATHI GRAPHIC TECHNOLOGIES LIMITED FOR THE YEAR ENDED
 ON 31 ST MARCH, 2011
 
 1. a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets on the basis of information available.
 
 b) According to the information and explanations given to us, the fixed
 assets have been physically verified by the management during the year
 in a phased periodical manner which, in our opinion, is reasonable,
 having regard to the size of the Company and nature of the assets. No
 material discrepancies were noticed on such verification.
 
 c) There was no substantial disposal of fixed assets during the year.
 
 2.  a) As explained to us, the inventories have been physically
 verified by the management at reasonable intervals during the year.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures 43f physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c) The Company has maintained proper records of inventory. There was no
 material discrepancies noticed on physical verification.
 
 3.  a) According to the information and explanations given to us, no
 loans or advances in the nature of loans have been granted to the
 Companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956 and no conditions have
 been stipulated as regards the payment of interest and repayment of
 principle amount.  Accordingly, clause iii(b) to clause iii(d) are not
 applicable.
 
 b) According to the information and explanations given to us, the
 Company has taken interest free unsecured loans from five parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. The maximum amounts outstanding during the year against the
 said loans were Rs.1532.69 Lacs and the year end balance of loans
 received from such parties is Rs.1449.68 Lacs.
 
 c) In our opinion being interest free loan the terms and conditions on
 which loans have been taken from companies, firms or other parties
 listed in the registers maintained under Section 301 are not, prima
 facie, prejudicial to the interest of the Company.
 
 d) The principal amount is repayable on demand and there is no
 repayment schedule.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 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. In our opinion and according to the information and
 explanations given to us, there is no continuing failure to correct
 major weakness in internal control system of the Company.
 
 5.  As explained to us, there has not been any transaction during the
 year that need to be entered in the register maintained under section
 301 of the Companies Act, 1956 and exceeding during the year to Rs.
 5,00,000/- or more in respect of each such party.
 
 6.  The Company has not accepted any deposits from the public and
 therefore, the directive issued by Reserve Bank of India and provisions
 of Section 58-A and 58AA or any other provisions of companies Act, 1956
 and rules framed there under do not apply to the Company.
 
 7.  The Company has adequate Internal Audit system which in our
 opinion, is commensurate with the size of the Company and nature of its
 business.
 
 8.  As informed to us, the Central Government has not prescribed
 maintenance of cost records under section 209(1 ){d) of the Companies
 Act, 1956 for any products of the Company.
 
 9.  a) According to information and explanations given to us, the
 undisputed statutory dues in respect of provident fund, investor
 education and protection fund, or employees'' state insurance,
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty, have generally been regularly deposited during the year with the
 appropriate authorities.
 
 b) According to the information and explanations given to us, no
 undisputed statutory dues payable in respect of provident fund,
 investor education and protection fund, employees state insurance,
 Income Tax, Sales Tax, VAT, Wealth Tax, Custom Duty, Excise Duty, cess
 etc which are outstanding as at 31st March, 20-11 for a period of more
 than six months from the date they became payable.
 
 c) According to confirmations and explanations given to us there are no
 statutory dues outstanding on account of any dispute other than the
 followings:
 
 Name of the       Nature of The      Amount    Period    Forum where
 Statute           Dues               (in Rs.)  to which  dispute is
                                                amount    pending
                                                relates
 
 
 Central Excise    Cenvat Credit  12.81 Lacs    In the    The Central
 Authorities       against                      year 1995 Excise and
                   Import of                              Service Tax
                   Capital                                applets 
                   Goods                                  Tribunal
 
 
 
 10.  The Company has no accumulated losses at the end of the year and
 it has not incurred cash losses during the current financial year and
 the immediately preceding financial year.
 
 11.  According to the information and explanations given to us, the
 company has not defaulted in repayment of dues to any financial
 institution or bank.
 
 12.  According to information and explanations given to us and based on
 documents and records produced 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.  The Company is not a Chit fund, Nidhi or mutual benefit society.
 Hence, the requirements of clause 4 (xiii) of paragraph 4 of the Order
 is not applicable to the Company.
 
 14.  According to the information and explanations given to us, the
 company has given corporate guarantee to M/s. Rathi Rajasthan Steel
 Mills Limited for loans taken by others from bank or financial
 institutions.
 
 15.  As per the information and explanations given to us, the term loan
 has been applied for the purpose for which it is raised.
 
 16.  According to the information and explanations given to us, no
 funds raised on short-term basis have been used for long-term
 investment.  Similarly, no funds raised on long-term basis have been
 used for short-term investment.
 
 17.  In our opinion and according to the intimation and explanations
 given to us, the Company is not dealer or trader in securities.
 
 18.  According to the information and explanation given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investment. Hence paragraph no. XI V of the order is not
 applicable to the Company.
 
 19.  The Company has not issued any debentures during the year. Hence,
 the requirements of clause (xix) of paragraph 4 of the* Order are not
 applicable to the Company.
 
 20.  According to the information and explanations given to us, a fraud
 on or by the Company has not been noticed or reported during the year.
 
 21.  During the year covered by our audit report, the Company has not
 raised any money by way of Public issue.
 
 
 
 
 For A.K. Maheshwari & Associates
 
 Chartered Accountants
 
 FRN-500106N
 
 (Anand Maheshwari)
 
 Proprietor
 
 M.No.073875
 
 
 
 Place: New Delhi
 
 Date: 29th August,, 2011