We have audited the attached Balance Sheet of TECHNCRAFT INDUSTRIES
 (INDIA) LIMITED as at 31st March, 2012 and also the Statement of Profit
 & Loss and the Cash Flow Statement for the year ended on that date.
 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.
 
 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. Further we report that:
 
 As required by the Companies (Auditor''s Report) Order, 2003 issued by
 the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956, we annex hereto, a statement on the matters
 specified in Paragraphs 4 and 5 of the said Order.
 
 Further to our comments in the Annexure referred to above, 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 account as required by the
 Companies Act, 1956(as amended) have been kept by the Company so far as
 appears from our examination of those Books.
 
 3.  The Balance Sheet, the Statement of Profit & Loss and Cash Flow
 Statement dealt with by the report are in agreement with the Books of
 Account of the Company.
 
 4.  In our opinion, the Balance Sheet, the Statement of Profit & Loss
 and Cash Flow Statement complies with the Mandatory Accounting
 standards referred in section 211(3c) of the Companies Act, 1956 except
 as otherwise stated in this report.
 
 5.  On the basis of the written representation 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 clause
 (g) of Sub-Section (1) of section 274 of the Companies Act, 1956.
 
 6.  In our opinion and to the best of our information, and according to
 the explanations given to us, the said accounts Subject to Note
 no.27(2)(B) Regarding finished goods, and Note no.27(2)(E) Regarding
 Leave encashment Benefits, read together with Significant Accounting
 Policies and other notes thereon, give the information required by the
 Companies Act, 1956, in the manner so required, and give a true and
 fair view in conformity with the Accounting Principles generally
 accepted in India : -
 
 a) In the case of the Balance Sheet of the state of affairs of the
 Company as at 31st March, 2012;
 
 b) In the case of the Statement of Profit & Loss of the PROFIT for the
 year ended on that date; and
 
 c) In the case of Cash Flow statement, of the Cash Flows for the year
 ended on that date.
 
 Annexure referred to in Paragraph of our Auditors'' Report on even date
 on the Financial Statements for the year ended 31s'' March, 2012 of
 TECHNOCRAFT INDUSTRIES (INDIA) LIMITED) on the basis of such checks as
 we considered appropriate and in terms of the information and
 explanations given to us, we state that:-
 
 1 a The Company has generally maintained proper records showing
 particulars including quantitative details and situation of fixed
 assets.
 
 1 b As explained to us, the said fixed assets have been physically
 verified by the Management during the year which is reasonable and no
 material discrepancies have been noticed on such verification.
 
 2 a The stock of Finished Goods, Goods-in-Process, Raw Materials and
 Stores & Spares parts have been physically verified during the year by
 the Management and is reasonable in view of the nature of products of
 the Company.
 
 2 b As explained to us, the procedure of physical verification of the
 above stocks followed by the Management is, in our opinion reasonable
 and adequate in relation to the size of the Company and nature of its
 business.
 
 2 c The Company has maintained proper records of the inventories and
 the discrepancies noticed between the physical stock and book stock
 were not significant and the same have been properly dealt with in the
 Books of Account.
 
 3 a In our opinion and according to the information and explanations
 given to us, the company has granted unsecured loans to 4 parties
 covered in the Register maintained under section 301 of the Companies
 Act, 1956. The maximum amount of Loan granted during the year was Rs.
 8601.41 Lakhs and the year ended balance of Loan granted to such
 parties was Rs. 8480.12 lakhs.
 
 b In our opinion, the rate of interest and other terms and conditions
 on which Loans have been granted to parties listed in the register
 maintained under section 301 of the Companies Act, 1956 are not prima
 facies, prejudicial to the interest of the company.
 
 c Payment of Principal amount and interest are regular wherever
 stipulated.
 
 d There is no overdue amount of loans granted to Companies, Firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 e The Company has not taken any loan, Secured or Unsecured from
 Companies, firms or other parties covered in the register maintained
 under section 301 of Companies Act, 1956 and as such provision of sub
 clause 3(f) & 3 (g) are not applicable.
 
 4 On the basis of such checks carried out during the course of Audit
 and according to the information and explanations given to us, we are
 of the opinion that there is an adequate internal control system
 commensurate with the size of the company and nature of its business
 with regard to purchase of stores, raw materials including components,
 plant & machinery, equipments and other assets and for sale of goods
 and services.
 
 5 a According to the information and explanation given to us,
 particulars of contracts or arrangement referred to in Under section
 301 of the Companies Act, 1956 have been properly entered in the
 register required to be maintained under that section;
 
 b The transaction made in pursuance of such contract or arrangements
 have been made at prices which are reasonable having regard to
 prevailing market prices for such goods, materials or services or the
 prices at which transaction for similar goods, materials or services
 have been made with other parties.
 
 6 The company has not accepted any deposits from the public to which
 the provisions of section 58A, 58AA and any other relevant provisions
 of the Companies Act, 1956 and the rules framed there under apply.
 
 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 books of account and records maintained
 by the company pursuant to the Rules made by the Central Government for
 the maintenance of cost records under section 209 (1) (d) of the
 Companies Act 1956 and are of opinion that prima facie the prescribed
 accounts and records have been made and maintained. We have however not
 made detailed Examination of the records with view to determining
 whether they are accurate or complete.
 
 9 a As per the records of the company & as explained to us, the Company
 have generally been regular in depositing provident fund dues, state
 insurance, income tax, sales tax, wealth tax, service tax, custom duty,
 excise duty, cess and any other statutory dues with the appropriate
 authorities and there are no undisputed amounts payable for the same
 were outstanding as at 31st March, 2012, for a year exceeding six
 months from the date they became payable.
 
 b On the basis of our Examination of the documents and records. the
 amounts of disputed statutory dues which have not been deposited with
 the appropriate authorities are as under:-
 
 Name of the      Nature of dues     Amount     Forum where
 Statute                             (in lacs)  dispute is pending
  
 Income Tax Act,  Income Tax &           
 1961             Interest
 
                  For A.Y. 2002-2003    75.44   Effect of ITAT & High 
                                                Court order to be given
                                                by the Assessing officer
 
                  For A.Y. 2007-2008    63.80   ITAT
 
                  For A.Y. 2008-2009    15.50   CIT (Appeals)
 
 The Central      Excise Duty & 
 Excise Act 1944  Penalty
 
                  For F.Y 1999-2002   1115.66   CESTAT, West Zonal 
                  to Sep 2008.                  Branch, Mumbai. (Stay
                                                Granted by CESTAT from
                                                Pre-Deposit of the dues
                                                adjudged during the 
                                                pendency of these 
                                                appeals)
 
                  For Period before    195.60   CESTAT, West Zonal 
                  29-9-2008                     Branch, Mumbai 
                                                (Stay Granted by CESTAT
                                                from Pre-Deposit of the
                                                dues adjudged during the
                                                pendency of these 
                                                appeals)
 
                  For period before    266.77   CESTAT, West Zonal 
                  29-1-2009                     Branch, Mumbai 
                                                (Stay Granted by CESTAT
                                                from Pre-Deposit of the
                                                dues adjudged during
                                                the pendency of these
                                                appeals)
 
                  For Period before      3.04   CESTAT, West Zonal 
                  29-01-2009                    Branch, Mumbai
                                                (Stay Granted by 
                                                Commissioner (Appeals)
                                                from the pre-Deposit 
                                                of the dues adjudged 
                                                during the pendency
                                                of these Appeals)
 
                  Service Tax &
                  Penalty
 
                  For F.Y 2006-07        3.03   CESTAT, West Zonal 
                  & 2007-08                     Branch, Mumbai
 
 10.  The company has no accumulated losses and has not incurred any
 cash losses during the financial Year covered by our audit or in the
 immediately preceding financial year.
 
 11 According to information & explanations given to us and the books
 and records examined by us, the Company has not defaulted in repayment
 of dues to Banks.
 
 12 The company has not granted any loans and advances to any parties on
 the basis of security by way of pledge of shares, debentures and other
 securities.
 
 13 a In respect of investment dealt or traded by the company, proper
 records are maintained in respect of transaction and contracts and
 timely entries have been made therein.
 
 b According to the information and explanations given to us, the shares
 and units of mutual fund have been held by the company in its own name.
 
 14 In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the company has given
 guarantee for cash credit taken by others from banks are not prima
 facial prejudicial to the interest of the company.
 
 15 In our opinion and according to the information and explanations
 given to us, the term loans taken by the company have been applied for
 the purpose for which the term loans were obtained.
 
 16 According to information & explanations given to us, the company has
 used its funds properly according to the nature and purposes of the
 funds.
 
 17 The company has not made any preferential allotment of shares to
 parties and Companies covered in the register maintained u/s. 301 of
 the Companies Act, 1956.
 
 18 The Company has not issued any Debentures during the year.
 
 19 According to information and explanations given to us, the company
 has not raised any money by public issue during the year.
 
 20 According to information and explanation given to us, no fraud on or
 by the Company has been noticed or reported during the period.
 
 21 Other provisions of the said order are either Nil or Not Applicable
 to the Company.
 
                                                   For M.L.SHARMA & CO.
 
                                                  Chartered Accountants
 
                                                         F.R.No.109963W
 
 
                                                           (C.H. Bandi)
 
 Place: Mumbai                                                  Partner
 
 Dated: 28th May, 2012                               Membership No.5385