1.  We have audited the attached Balance Sheet of GOLDIAM INTERNATIONAL
 LIMITED as at 31st March, 2011 and also the Profit and Loss Account of
 the Company for the year ended on that date annexed thereto and Cash
 Flow Statement for the year ended on that date. These financial
 statements are the responsibility of the Companys management.  Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 2.  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 mis-statement. 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 issued
 by the Central 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 matters specified in paragraphs 4 and 5 of the said
 order.
 
 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 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 it appears from our examination of
 those books;
 
 c) The Balance Sheet and 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 and Profit and Loss Account and
 Cash Flow Statement dealt with by this report comply with the mandatory
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956.
 
 e) On the basis of the written representations received from the
 directors, as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as 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 and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India
 
 i) in the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March, 2011;
 
 ii) in the case of Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) in the case of Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure
 (Referred to in 3rd paragraph of our report of even date)
 
 1.  a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) All fixed assets have been physically verified by the management in
 a phased periodical manner, which in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 According to the information and explanations given to us, no material
 discrepancies were noticed on such verification.
 
 c) There was no substantial disposal of fixed assets during the year
 and the going concern status of the Company is not affected.
 
 2.  a) The management has conducted physical verification of inventory
 at reasonable intervals.
 
 b) In our opinion and according to the information & explanations given
 to us, the procedure of physical verification of inventories followed
 by the management is reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 c) The Company has maintained proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 3.  a) According to the information and explanations given to us, the
 company has granted loans to two parties of which one is wholly owned
 subsidiary company, covered in the register maintained under Section
 301 of the Act. The maximum amount involved during the year was
 Rs.88,388,637/- and year end balance of the loans granted was Rs. Nil.
 
 b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 company.
 
 c) In respect of loans granted, repayment of the principal amount is as
 stipulated and payment of interest has been regular.
 
 d) In respect of said loans there are no overdue amounts.  In respect
 of Interest, there are no overdue amounts.
 
 e) According to the information and explanations given to us, the
 Company has not taken unsecured loans from parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, the provisions of Clauses (iii) (f) and (iii) (g) of
 Paragraph 4 of the Order are not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal controls commensurate with the
 size of the Company and the nature of its business, for the purchase of
 inventory and fixed assets and for the sale of goods and services.
 During the course of our audit, no major weakness has been noticed in
 the internal control system in respect of these areas.
 
 5.  In respect of the contracts or arrangements referred to in Section
 301 of the Companies Act,1956:
 
 a) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements, that need to be entered in the Register maintained under
 Section 301 of the Act, have been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees Five lacs have been entered into
 during the financial year at prices which are reasonable having regard
 to the prevailing market price at the relevant time.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the internal audit system commensurates with the
 size and nature of its business.
 
 8.  We have been informed that the Central Government has not
 prescribed maintenance of cost records under Section 209(1) (d) of the
 Act.
 
 9.  a) According to the information and explanations given to us and on
 the basis of the examination of the books of account, the Company has
 been 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 statutory dues applicable to
 it with the appropriate authorities.  b) According to the information
 and explanations given to us, no undisputed amounts payable in respect
 of 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 undisputed statutory dues
 were outstanding, at the year end for a period of more than six months
 from the date they became payable.
 
 According to the records of the Company, disputed Municipal Property
 Tax together with Penalty not deposited on account of dispute are as
 follows.
 
 Name of Statute 
 / Description      Amount Rs.      Period to 
                                  which the 
                                amount relates     Forum where dispute 
                                                       is pending
 
 Property Tax    13,696,775/-       1997-98        Bombay High Court
 
 10.  The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred any cash losses during the
 financial year covered by the audit and has not incurred cash losses 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 banks. The Company
 does not have any borrowings from financial institution or by way of
 debentures.
 
 12.  According to the information and explanations given 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.
 
 13.  The Company is not a chit fund or a nidhi / mutual benefit fund /
 society. Therefore, the provisions of Clause 4 (xiii) of the Companies
 (Auditors Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 14.  In respect of dealing in shares, debentures, securities and other
 investments, in our opinion and according to the information and
 explanations given to us, proper records have been maintained of the
 transactions and contracts and timely entries have been made therein.
 The shares, securities, debentures and other investments have been held
 by the Company in its own name.
 
 15.  According to the information and explanations given to us, the
 Company had given guarantee for loan taken by subsidiary from a bank;
 in our opinion the terms and conditions on which guarantee is given is
 not prima facie prejudicial to the interest of the Company.
 
 16.  The Company did not have any term loans outstanding during the
 year.
 
 17.  We have been informed by the management that the funds raised on
 short-term basis have not been used for long-term investment, though
 surplus funds which were not required for immediate utilisation have
 been gainfully invested in Shares, Mutual Fund, Liquid Fund and
 investments payable on demand.
 
 18.  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.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money through a public issue during
 the year.
 
 21.  Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements 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 Pulindra Patel & Co.
 
                                             Chartered Accountants 
 
                                                   FRN No. 115187W
 
                                                   (Pulindra Patel)
 
 Place: Mumbai                                          Proprietor
 
 Date: 28th May, 2011                        Membership No. 048991