1.  We have audited the attached Balance Sheet of BHAGWANDAS METALS
 LIMITED, as at 31st March, 2012 and also the Profit and Loss Account
 for the year ended on that date annexed thereto 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.
 
 2.  We have 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 the Companies (Auditor''s Report) Order, 2003 as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004,
 issued by the Government of India in terms of sub section (4A) of
 section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matter specified in paragraphs 4 and 5 of the said
 order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 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 it appears from our examination of
 those 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.  In our opinion, the Balance Sheet, the Profit and Loss Account and
 the 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 the written representation received from the
 Directors, as on 31st March 2012 and taken on record by the Board of
 Directors, 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.
 
 f. In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon, give the in formation 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:
 
 i. In the case of the Balance sheet, of the state of affairs of the
 Company as at 31st March, 2012; and
 
 ii. In the case of Profit & Loss Account, of the profit of the Company
 for the year ended on that date.
 
 iii.  In the case of cash flow statement, of the cash flow for the year
 ended on that date.
 
                                                                 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 (Referred to in Paragraph (3) of our report of even date)
 
 In terms of the information and explanations given to us and books and
 records examined by us in normal course of audit and to the best of our
 information and belief, we state that:
 
 1) a. The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b. The fixed assets were physically verified during the year and no
 discrepancies were noticed during such verification.
 
 c. The Company has not sold substantial portion of Fixed Assets during
 the year.
 
 2) a. The management has conducted physical verification of inventory
 at reasonable intervals.
 
 b. The procedures of physical verification of stocks 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 records of inventory, in our
 opinion, the Company has maintained proper records of inventory and the
 discrepancies noticed on physical verification between physical stock
 and the book records were not material in relation to the operations of
 the Company.
 
 3) The Company has neither granted nor taken any loans secured or
 unsecured, from Companies, firms, or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956. As
 the Company has not granted/taken any loans, secured or unsecured,
 to/from parties listed in the registers maintained under Section 301 of
 the Companies Act, 1956 paragraphs iii (b) (c) (d) (e) & (f) of the
 Order, are not applicable.
 
 4) In our opinion and according to the information and explanation
 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, fixed assets and for the sale
 of goods and services. Further, on the basis of our examination and
 according to the information and explanations given to us, we have
 neither come across nor have we been informed of any instance of major
 weaknesses in the aforesaid internal control procedures.
 
 5) a.  According to the information and explanations given to us we are
 of the opinion that the transactions that need to be entered into the
 register maintained under Sections 301 of the Companies Act, 1956 have
 been so entered.
 
 b. In our opinion and according to the information and explanations
 given to us, the transactions in pursuance of contracts or agreements
 entered into the register maintained under section 301 of the act have
 been made at prices which are generally reasonable considering the
 strategic relationship and having regard to the prevailing market
 prices at the relevant time.
 
 6) The Company has not accepted any deposits under the provisions of
 Section 58A and 58AA of the Companies Act, 1956 and the rules framed
 there under.
 
 7) The internal audit for the Company has been carried out during the
 year and the system and procedures adopted by the Company is adequate
 commensurate with the size and nature of the Company.
 
 8) To the best of our knowledge, the Central Government has not
 prescribed the maintenance of cost records under Section 209 (1) (d) of
 the Companies Act 1956 for the products of the Company.
 
 9) a. According to the information and explanations given to us and
 according to the books and records as produced and examined by us, in
 our opinion, the Company is regular in depositing undisputed statutory
 dues including Provident fund, investor education and protection fund,
 employees state insurance, Income Tax, Sales Tax, Wealth tax, Service
 Tax, Customs duty, Excise duty, Cess and other material statutory dues
 as applicable with the appropriate authorities.
 
 b. As at 31 st March 2012 according to the records of the Company and
 information and explanations given to us, there is no undisputed dues
 on account of Sales Tax, Income Tax, Excise Duty, Wealth Tax, Service
 Tax, Customs duty and Cess which is outstanding for a period of more
 than 6 months from the date they became applicable.
 
 10) Based of our audit procedures and information and explanations
 given by the management the Company has not defaulted in repayment of
 dues to any financial institutions or Bank.
 
 11) According to the information and explanations given to us and based
 on the documents and records produced to us, the Company has not
 granted any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 12) The Company is not a chit fund or a nidhi mutual benefit
 fund/society. Therefore, the provisions of clause 4 (xiii) of the
 Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable
 to the Company.
 
 13) In our opinion the company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly to the
 provisions of clause 4 (xiv) of the Companies (Auditors Report)
 (Amendment) Order, 2004 are not applicable to the Company.
 
 14) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 15) According to the information and explanations given to us, the
 loans have been applied for the purpose for which they were obtained.
 
 16) According to the information and explanations given to us, and on
 an overall examinations of the Balance Sheet and Cash Flow Statement of
 the Company, we report that no funds raised on short term basis have
 been used for long term investment.
 
 17) The Company has not made any preferential allotment of shares to
 parties or Companies covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 18) The Company has not issued any debentures during the year.
 
 19) The Company has not raised any money through a public issue during
 the year.
 
 20) Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the Company has been noticed or reported that during the course of our
 audit.
 
 
 
 
                                                 For R.R.MORE & Co.
                                               Chartered Accountants
 
                                                  C.A. RAJA RAM MORE
                                                          Proprietor 
                                                Membership No. 21233 
                                                         FR.N0.2133S
 
 Place: Chennai 
 Date : 27.07.2012