1.  We have audited the attached Balance sheet of M/s. BHORUKA
 ALUMINIUM LIMITED as at March 31, 2011and 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 statement. 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, issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956, we annex hereto a statement on
 the matters 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 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 and proper returns adequate for the purpose of our audit
 have been received from branches of the Company, not visited by us;
 
 (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, Profit and Loss Account and Cash
 Flow Statement dealt with by this report, comply with applicable
 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, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors of the Company is
 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;
 
 (f) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required subject
 to non-consolidation of Subsidiary Company Bhoruka Aluminium (FZE) UAE
 in view of no transactions as per Notes to Accounts No.19 under Item
 No.13 in terms of Section 212 (2) (c ) of the Companies Act, 1956 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 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 the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT TO THE MEMBERS (Referred to the paragraph
 3 of our report of even date)
 
 1.  (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) As explained to us, the fixed assets have been physically verified
 by the management at reasonable intervals and no material discrepancies
 were noticed on such physical verification.
 
 (c) There was no disposal of substantial part of its fixed assets
 during the year.
 
 2.  (a) Physical verification of inventory has been conducted by the
 management at reasonable intervals.
 
 (b) The procedure for Physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and nature of its business.
 
 (c) The Company has maintained proper records of inventory and no major
 discrepancies were noticed on physical verification.
 
 3.  In our opinion and according to the information and explanations
 given to us,
 
 (a) the Company has unsecured loan at the beginning of the year from
 Bhoruka Agro Greens Limited amounting to Rs 12,03,45,327/= covered in
 the register maintained under Section 301 of the Companies Act,
 1956.Consequent to the amalgamation of the said Company with the
 Company, the Outstanding amount is NIL.
 
 (b) The rate of interest and other terms and conditions of loan taken
 by the company are primafacie not prejudicial to the interest of the
 Company.
 
 (c) The Company is regular in payment of principal amount and interest.
 
 (d) The Company has not taken or granted any loans, secured or
 unsecured from companies, firms and other parties, in the register
 maintained under section 301 of the Companies Act,1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control system 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, we have not come across any major weakness in the
 internal control system nor we have been informed of any such instance.
 
 5.  In respect of transactions covered under Section 301 of the
 Companies Act, 1956:
 
 (a) In our opinion and according to the information and explanations
 given to us, the transactions that need to be entered into the register
 maintained under section 301 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions with parties exceeding the value of
 Rupees five lakhs each entered into during the financial year, are at
 prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 6.  In our opinion and according to information and explanations given
 to us, the Company has not accepted any fixed deposits from the public,
 under Section 58A, 58AA or any other relevant provisions of the
 Companies Act, 1956.
 
 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 accounts 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 the opinion that prima facie the
 prescribed records have been made and maintained. We have not, however,
 made a detailed examination of the same.
 
 9.  According to the records of the Company, it has generally been
 regular in depositing undisputed statutory dues including Provident
 Fund and Employees'' State Insurance, Income-tax, Sales tax, Custom
 Duty, Excise Duty, Service-tax, Cess and other statutory dues during
 the year with the appropriate authorities, and there are no arrears of
 outstanding statutory dues as on that date, for a period of more than
 six months except Rs 65,000 on account of service tax which is pending
 with Central Excise Tribunal, from the date they became payable.
 
 10.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current year and also
 in the immediately preceding financial year.
 
 11.  Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to bank.
 
 12.  According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of
 securities by way of pledge of shares, debentures and other securities.
 
 13.  The nature of Company''s activities during the year is such that
 clauses (xiii) and (xiv) of paragraph 4 of Companies (Auditors'' Report)
 Order, 2003 are not applicable to the Company for the year.
 
 14.  The Company has given guarantee for loans taken by one of its
 Associate Company Bhoruka Fabcons Private Limited from banks or
 financial institutions.
 
 15.  Based on our audit procedures and information and explanation
 given by the management, during the financial year the Company has not
 obtained any term loan.
 
 16.  On the basis of information and explanations given to us and on an
 overall examination of the Balance Sheet and the Cash Flow Statement of
 the Company, funds raised on short-term basis have, prima facie, not
 been used during the year for long-term investment.
 
 17.  The Company has made preferential allotment of 1,27,44,838 equity
 shares during the financial year to promoters and others includes
 conversion of Global Depository Receipts (GDRs) and Warrants into
 Equity Shares.
 
 Further, the Company has allotted 59,03,333 Equity shares to the
 shareholders of erstwhile Bhoruka Agro Greens Limited consequent to
 amalgamation with the Company as per the scheme sanctioned by the
 Honourable High Court of Karnataka vide its Order dated 15th December,
 2010.
 
 18.  The Company has not issued any debentures during the year.
 
 19.  The Company has not raised any money by way of Public Issue except
 through Preferential allotment for which the Company has disclosed the
 end use of money and the same has been verified.
 
 20.  Based upon the audit procedures performed and as per the
 information and explanations given by the management, we report that no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 
                                              For R.S. Agarwala & Co., 
                                               Chartered Accountants
 
                                                           M. Gandhi
                                                             Partner
                                                Membership No. 22958
                                                  Firm Reg No-00049S
 
 Place: Mysore 
 Date: 5th May, 2011