We have audited the attached Balance Sheet of Bharat Rasayan Limited as
 at 31st March, 2012, the Profit & Loss Account 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.
 
 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 and report that:
 
 1.  As required by the Companies (Auditors'' Report) Order 2003, as
 amended by the Companies (Auditor''s Report) Order (Amendment) 2004
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956 and on the basis of such examination of the books
 and records of the Company as we considered appropriate and according
 to information and explanations given to us during the course of our
 audit, we enclose in the Annexure a statement on the matters specified
 in paragraphs 4 and 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to in paragraph 1
 above, we state 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 accounts as required by law have been
 kept by the Company so far as appears from our examination of such
 books.
 
 c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement
 referred to in this report are in agreement with the books of accounts.
 
 d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report comply with the applicable
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956.
 
 e) In our opinion and to the best of our information and according to
 the explanations given to us, the said Balance Sheet, Profit & Loss
 Account and Cash Flow Statement read together with significant
 accounting policies & notes thereon give the information required by
 the Companies Act, 1956, in the manner so required and give a true and
 fair view:-
 
 1) in so far as it relates to the Balance Sheet, of the state of
 affairs of the Company as at 31st March, 2012.
 
 2) in so far as it relates to the Profit & Loss account, of the Profit
 for the year ended on 31st March, 2012.
 
 3) in so far as it relates to the Cash Flow Statement, of the cash
 flows for the year ended on that date:
 
 3.  On the basis of written representations 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.
 
 i.  (a) According to the information and
 
 explanations given to us and as certified by the management, the
 Company has maintained proper records showing full particulars
 including quantitative details and situation of Fixed Assets.
 
 (b) According to the information and explanations given to us, the
 management has conducted physical verification of major fixed assets
 during the year, which in our opinion, is reasonable having regard to
 the size of the Company and the nature of its assets. No material
 discrepancies were said to have noticed on such verification.
 
 (c) According to the information and explanations given to us the
 Company has not disposed off substantial part of fixed assets.
 
 ii.  (a) Physical verification of inventories has been conducted at
 reasonable intervals during the year by the management. In our opinion,
 the frequency of verification is reasonable.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the procedures of 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) In our opinion, the Company is maintaining proper records of
 inventories, and based on the information and explanations given to us
 discrepancies noticed on physical verification were not material in
 relation to the operation of the Company and the same have been
 properly dealt with in the book of accounts.
 
 iii. (a) The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956.Accordingly, paragraphs
 (iii) (a), (b), (c) & (d) of the Order are not applicable.
 
 (b) The Company has taken loans/ICDs from seven companies/firms or
 other parties covered in the Register maintained under Section 301 of
 the Companies Act, 1956. The terms of such loans are not prejudicial to
 the interest of the Company. Maximum outstanding of such loans during
 the year was ''1100.23 lacs. Repayment is as per the terms of the loan.
 
 iv.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in internal control
 system of the Company.
 
 v.  a) According to the information and explanations given to us, we
 are of the opinion that the particulars of all contracts or
 arrangements that need to be entered in the register maintained under
 section 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 made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956, and exceeding the value of Rs. 50,000 in respect
 of any such party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 vi.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA and other relevant provisions of the Companies Act, 1956
 and the Companies ( Acceptance of Deposits) Rules, 1975, with regard to
 the deposits accepted from the public. According to the information and
 explanations given to us, no order has been passed by the Company Law
 Board or National Company Law Tribunal or Reserve Bank of India or any
 Court or any other Tribunal on the Company in respect of the said
 deposits.
 
 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 books of account maintained by the
 Company in respect of its products where, pursuant to the Rules made by
 the Central Government of India, the maintenance of cost records has
 been prescribed under Section 209(1)(d) of the Companies Act, 1956, and
 are of the opinion that prima-facie, the prescribed accounts and
 records have been made and maintained. We have not however made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 ix.  (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income tax, sales tax, wealth tax, custom duty, excise duty, cess and
 other material statutory dues applicable to it. Some disputed issues on
 deductions U/s 80IA and 80HHC for Asstt Year 1997-98 to 2001-
 
 02 has been decided against the Company by Hon''ble High Court of Delhi.
 Quantum for tax liability giving effect to the orders has not yet
 decided and paid.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, sales tax, wealth
 tax, service tax, custom duty, excise duty and cess were in arrears, as
 at 31.03.2012 for a period of more than six months from the date they
 became payable.
 
 x.  The Company is a profit making company and having Nil accumulated
 losses up to 31.03.2012. Further the Company has not incurred cash
 losses during the financial year covered by our audit and the
 immediately preceding financial year.
 
 xi.  In our opinion and according to the information and explanations
 given to us the Company has not defaulted in repayment of dues to any
 financial institution, bank or debenture holders.
 
 xii. We are of the opinion that the Company has maintained adequate
 records where the Company has granted loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 xiii.  The provisions of special Statute applicable to Chit
 Fund/Nidhi/Mutual benefit fund/ Societies are not applicable to the
 Company.
 
 xiv. The Company has dealt with trading in marketable bonds/securities
 in its own name for which proper records have been maintained. Trading
 in the said bonds/ securities was executed by the Company with intend
 to invest its surplus funds with a view to earn income from investment.
 
 xv.  According to the information and explanations given to us, the
 Company has not given any guarantees for loans taken by others from
 Banks or other financial institutions.
 
 xvi. The Company has neither taken any term loans during the year nor
 outstanding such term loan carried over from earlier years.
 
 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.
 
 xviii.  The Company has not made any preferential allotment of shares
 during the year.
 
 xix. The Company has not issued any debentures during its lifetime.
 
 xx.  The Company has not raised any money by way of any public issue
 during the year. .
 
 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 any such case by the management.
 
                                            For B.K.GOEL & ASSOCIATES
 
                                              CHARTERED ACCOUNTANTS
 
 New Delhi                                         (B.K.GOEL)
 
 August 27, 2012                                   Proprietor
 
                                               Membership No.082081
                                             [Firm Regn. No. 016642N]