1.  We have audited the attached Balance Sheet of RTCL Limited as at
 March 31, 2011, also the Profit and Loss Account and 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 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 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 the Companies (Auditors'' 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,
 and on the basis of such checks as we considered appropriate, and ac-
 cording 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 to the extent applicable to the company.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that;
 
 a.  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;
 
 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
 those books;
 
 c.  The Balance Sheet, the Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d.  In our opinion, the Balance Sheet, the Profit and Loss Account and
 Cash Flow Statement dealt from this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 19560n the basis of written representations received
 from the directors, as on March 31, 2011 and taken on records by the
 Board of Directors, we report that none of the directors in
 disqualified as on March 31, 2011 from being appointed as a director in
 terms of clause (g) of sub-section (1) of section 274 of the Companies
 Act, 1956;
 
 e.  In our opinion and to the best of our information and according to
 the explanations given to us and subject to para number 16 of the notes
 on accounts regarding non-provision of liability of gratuity as per
 AS-15 issued by The ICAI, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view conformity with the accounting principles
 generally accepted in India:
 
 I.  In the cases of the Balance Sheet, of the state of affairs of the
 company as at March 31, 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 Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITOR''S REPORT OF EVEN DATE TO
 THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR
 ENDED MARCH 31, 2011
 
 (i) (a) The company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) We have been informed that the fixed assets of the company are
 physically verified by the management ac- cording to a phased program
 designed to cover all the items over a period of three years, which in
 our opinion, is reasonable having regard to the size of the company and
 the nature of its assets. No material discrepancies were noticed on
 such verification.
 
 (c) During the year, the company has not disposed off substantial part
 fixed assets. Accordingly this has not affected the going concern
 assumption.
 
 (ii) (a) The inventory of the company has been physically verified
 during the year by the management, in our opinion, the frequency of
 verification is reasonable.
 
 (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 the nature of its business.
 
 (c) The company is maintaining proper records of inventory. No material
 discrepancies were noticed on physical verification.
 
 (iii) (a) The company has not granted loan to parties, covered in the
 register maintained under section 301 of The Companies Act, 1956.
 Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are
 not applicable.
 
 (b) The company had taken unsecured loan from one party covered in the
 register maintained under section 301 of The Companies Act, 1956. The
 amount involved in the transactions was Rs. 1,135,000/-.
 
 (c) In our opinion, the rate of interest and other terms and conditions
 on which, loans have been taken are not prima facie, prejudicial to the
 interest of the company.
 
 (d) The said interest bearing unsecured loan is returnable on demand
 and accordingly, there is no repayment schedule/overdue amount.
 
 (iv) There is adequate internal control system commensurate with the
 size of the company and the nature of its business with regard to 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) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 referred to in section 301 of The Companies Act, 1956 have been entered
 in the register required to be maintained under that section.
 
 (b) According to the information and explanations given to us, we are
 of the opinion that the transactions made in pursuance of such
 contracts of arrangements referred to in paragraph (v) (a) above have
 been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of section 58A and 58AA of The Companies Act, 1956 and the
 rules framed there under. Accordingly, the provisions of paragraph
 4(vi) of CARO are not applicable.
 
 (vii) The company does not have internal audit system commensurate with
 the size and nature of its business.
 
 (viii) The Central Government has not prescribed for the maintenance of
 cost records by the company under Section 209( 1) (d) of The Companies
 Act, 1956 for any of its product. Accordingly, the provisions of
 paragraph 4(viii) of CARO are not applicable.
 
 (ix) (a) According to the books and records as produced and examined by
 us in accordance with generally accepted auditing practices in India
 and also based on management representations, undisputed statutory
 dues, if applicable, in respect of Provident Fund, Employees'' State
 Insurance dues, Investor Education and Protection Fund, Income Tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues have generally been regularly deposited except Service Tax by the
 company during the year with the appropriate authorities.
 
 (b) According to the information and explanation given to us no
 undisputed amounts payable in respect of Provident Fund, Employees''
 State Insurance dues, Investor Education and Protection Fund, Income
 Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable
 
 (c) As at March 31, 2011, according to the records of the company and
 the information and explanations given to us, the following is the
 particulars of dues in respect of Income Tax, Sales Tax, Wealth Tax,
 Service Tax, Custom Duty, excise duty and Cess that have not been
 deposited on account of dispute:
 
 Name of the    Nature of    Amount
                             (Rupees In
                             Lakh)         Period
                                           to which
                                           the            Forum
                                                          where
                                                          dispute
 statute        The Dues                   amount         relates
                                                          pending.
 
                              12.63
 Income Tax     Income Tax  (Actual
                             Demand was
                             Rs. 21.63     Assessment
                                           Year                   
 
 Act, 1961                   Lakh and                     Hon''ble
                                                          High Court,
                                                          Delhi
                             Rs. 9 Lakh
                             has already   2002-2003
 
                             been
                             deposited.)
 
 (x) The company does not have accumulated losses at the end of the
 financial year. The company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 financial year.
 
 (xi) According to the records of the company, it has not defaulted in
 repayment of its dues to any financial institution or bank during the
 year, further, the company has not issued any debentures.
 
 (xii) The company has not granted any loans and advances on the basis
 of security by way of pledge of shares, deben- tures and other
 securities. Accordingly, the provisions of paragraph 4(xii) of CARO are
 not applicable.
 
 (xiii) In our opinion, considering the nature of activities carried on
 by the company during the year, the provisions of any special statute
 applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society are not
 applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a)
 to (d) of CARO are not applicable.
 
 (xiv) The company has maintained proper records of the transactions and
 contracts in respect of dealing or trading in shares, securities and
 other investments and timely entries have been made therein. All,
 securities have been held by company in its own name except to the
 extent of exemption, if any, granted under section 49 of the act.
 
 (xv) According to the information and explanations given to us, the
 company has not given guarantees for loans taken by others from banks
 or financial institutions. Accordingly, the provisions of paragraph
 4(xv) of CARO are not applicable.
 
 (xvi) According to the information and explanation given to us, the
 company has not taken term loan, so this clause is not applicable to
 it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not
 applicable.
 
 (xvii) According to the information and explanations 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 and no funds raised on long-term basis have been used for
 short-term investment.
 
 (xviii) According to the information and explanations given to us, the
 company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under section 301 of
 The Companies Act, 1956.  Accordingly, the provisions of paragraph
 4(xviii) of CARO are not applicable.
 
 (xix) According to the information and explanations given to us, during
 the period covered by our audit report and the company had not issued
 any debentures and accordingly, the provisions of paragraph 4(xix) of
 CARO are not applicable.
 
 (xx) According to the information and explanations given to us, during
 the year the company has not raised any money from the public issue.
 Accordingly, the provisions of paragraph 4(xx) of CARO are not
 applicable.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or re- ported during the
 course of our audit.
 
 For Kumar Piyush & Co.
 
 Firm Registration No.: 005120N
 
 Chartered Accountants
 
 Sd/-
 
 VIRENDRA KUMAR GOEL
 
 Partner
 
 Membership Number: 083705
 
 Place: New Delhi
 
 Date: May 30, 2011