1) We have audited the attached Balance Sheet of M/S GOODLUCK STEEL
 TUBES LIMITED as at 31st March 2011 and the Profit & Loss Account and
 also 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.
 
 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 misstatement. An audit
 includes examining, on a test basis, evidence supporting the amount and
 disclosers 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 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 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 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 appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit & 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 the 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
 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 read with the
 significant accounting policies and 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 :- (I) in the case of Balance Sheet, of the
 State of the affairs of the Company as at 31st March, 2011;
 
 (ii) in the case of Profit & Loss Account, of the Profit for the year
 ended on that date; and
 
 (iii) in the case of Cash flow statement, of the cash flows for year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS'' REPORT OF EVEN
 DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2011 OF M/S
 GOODLUCK STEEL TUBES LIMITED
 
 On the basis of such checks as we considered appropriate and according
 to the information and explanations given to us during the course of
 audit, we state that :
 
 (I) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have not been physically verified by the management
 during the year but there is regular program of verification which, in
 our opinion, is reasonable having regard to the size of the company and
 the nature of its assets. No material discrepancies were noted on such
 verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company has not made any substantial disposal of fixed
 assets during the year.
 
 (ii) (a) As per information & explanations given to us, the inventory
 of the company in its possession has been physically verified by the
 Management at reasonable intervals. Stocks in the possession and
 custody of the third parties and stocks in transit as on 31st March
 2011 have been verified by the Management with regard to confirmation
 or statement of account or correspondence of the third parties or
 subsequent receipt of goods.
 
 (b) The procedures of physical verification of inventories followed by
 management are reasonable and adequate in relation to the size of
 company and the nature of its business.
 
 (c) The company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the books records were not material.
 
 (iii) (a) The company has not granted any loan, secured or unsecured,
 to Companies, firm or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956 and hence sub clause (b) ,
 (c) and (d) of clause (iii) of the said order are not applicable.
 
 (b) The company has taken loan from companies, firm and other parties
 covered in the register maintained under section 301 of the Companies
 Act, 1956. The maximum amount involved during the year was Rs. 809.03
 Lacs.
 
 (c) In our opinion, the rate of interest and the other terms and
 conditions on which loans have been taken by the company from
 companies, firms or other parties listed in the register maintained u/s
 301 of the Companies Act, 1956 aren''t, Prima facie, prejudicial to the
 interest of the company.
 
 (d) The company is regular in repaying the principal amounts as
 stipulated and has been regular in the payment of Interest.
 
 (iv) 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 with regard of purchase of inventory and fixed assets and for
 sale of goods and services. During the course of our audit, we haven''t
 observed any continuing failure to correct major weaknesses in internal
 control.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, we are of the opinion that the particulars of
 contracts and arrangements referred to in u/s 301 of the Companies Act,
 1956 have been entered in the register required to be maintained under
 that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contacts or
 arrangements entered in the register maintained u/s 301 of the
 Companies Act,1956, made at prices which are reasonable having regards
 to prevailing market prices at the relevant time.
 
 (vi) The company has not invited any deposits from public.  In the
 opinion and according to the information and explanations given to us,
 the Company has complied with the provisions of sections 58 A and 58 AA
 or any other relevant provisions of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975 with regards to the deposits
 accepted from the public. No order has been passed by the Company Law
 Board or National Company law tribunal or RBI or any court or any other
 tribunal.
 
 (vii) To the best of our knowledge and explanations given to us, the
 company has an internal audit system commensurate with its size and the
 nature of its business.
 
 (viii) We have broadly reviewed the Books of Account relating to the
 materials, labour and other items of cost maintained by the company
 pursuant to the Rules made by the Central Government for the
 maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956
 and we are of the opinion that prima facie the prescribed accounts and
 records have been made and maintained .We haven''t however made a
 detailed examination of the records with a view to determine where they
 are accurate or complete.
 
 (ix) (a) The company is regular in depositing with appropriate
 authorities undisputed statutory dues including Provident Fund,
 Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 tax, Customs Duty, Excise Duty, Cess and other material statuary dues
 applicable to it.
 
 (b) According to the information and explanation given to us, no
 undisputed amounts payable in respect of Income-tax, Wealth tax,
 Service tax, Sales tax, Custom duty, Excise duty and cess were arrears
 as at 31st March 2011 for a period of more than six months from the
 date they became payable.
 
 (c) According to the information and explanation given to us, there are
 no dues of Sales tax, Custom Duty, Wealth tax, Service Tax, Excise Duty
 and cess which haven''t been deposited on account of any dispute, except
 the following in respect of income tax along with the forum where
 dispute is pending:
 
 S. 
 No. Name of the    Nature of the   Amount    Period to
                                              which the   Forum where 
                                                          dispute is
      statute        due           (Rs. In 
                                    Lacs)     amount 
                                              relates     pending
 
 1.     VAT         Entry Tax    Rs. 108.00  F.Y. 2008-09 Hon''ble 
                                                          Allahabad
 
                                 Rs. 291.40  F.Y. 2009-10 High Court
 
                                 Rs. 173.72  F.Y. 2010-11
 
 2.  Income Tax    Income Tax
                   Demand          Rs. 1.43  A.Y. 2004-05 CIT (Appeal),
                                                          New Delhi
 
 3.  Income Tax    Income Tax
                   Demand         Rs. 17.15  A.Y. 2003-04 CIT (Appeal),
                                                          New Delhi
 
 (x) The company doesn''t have any accumulated losses as at 31st March
 2011. The company hasn''t incurred any 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 explanation
 given to us, the company hasn''t defaulted in repayment of dues to
 Financial Institutions and Banks.
 
 (xii) In our opinion according to the information and explanations
 given to us, the company hasn''t granted any loans and Advances on the
 basis of security by way of pledge of shares, debentures and others
 securities. Hence the question of maintenance of adequate record for
 this purpose does not arise.
 
 (xiii) In our opinion, the company isn''t chit fund or a nidhi / mutual
 benefit fund / society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 aren''t applicable to the
 company.
 
 (xiv) In our opinion, the company isn''t dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 aren''t applicable to the Company.
 
 (xv) In our opinion and according to the information and explanation
 given to us, the company hasn''t given the guarantees for loan taken by
 others from the Banks or financial Institutions.
 
 (xvi) To the best of our knowledge and according to the information and
 explanation given to us, the term loans have been applied for the
 purpose for which they are raised.
 
 (xvii) According to the Cash Flow Statement and other records examined
 by us and information and explanation given to us, on an overall basis,
 funds raised on short-term basis have, prima facie, not been used
 during the year for long-term investments.
 
 (xviii) According to the explanation and information given to us, the
 company hasn''t made any preferential allotment of shares during the
 year to parties and Companies covered in the register maintained u/s
 301 of the Companies Act, 1956.
 
 (xix) According to the explanation and information given to us, the
 company hasn''t raised any money by issue of debentures during the year.
 
 (xx) According to the explanation and information given to us, the
 company hasn''t raised any money by public issue during the year.
 
 (xxi) According to the explanation and information given to us, based
 upon the audit procedures performed and representations made 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 SANJEEV ANAND & ASSOCIATES
                                               Chartered Accountants
                                             (Firm Reg. No. 007171C)
 
                                                        (S. AGARWAL)
 Place : GHAZIABAD                                          Partner
 
 Date  : 30.05.2011                                     M.NO. 72907