1.  We have Audited the attached Balance Sheet of INANI MARBLES &
 INDUSTRIES LTD as at 31st MARCH 2012 and also the annexed Profit & Loss
 Statement 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 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 misstatements An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in Financial Statements An audit also includes
 assessing the accounting principles used and significant estimates made
 by the 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 here
 to 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 account 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
 dealt with by this report are in agreement with the books of accounts;
 
 d) In our opinion, the Balance Sheet and Profit & Loss account and cash
 flow statement dealt with by this report comply with the mandatory
 Accounting Standards referred 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 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 term of clause (g) of
 sub-section(l) of section 274 of the Companies Act, 1956;
 
 f) In our opinion and to the best of our information and according to
 explanation given to us, the said accounts together with the notes in
 Note 2, 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 the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012; 
 
 ii) In the case of the Profit & Loss Statement of the Profit, of the
 Company for the year ended on that date.  
 
 iii) In the case of Cash Flow Statement of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Referred to in paragraph 3 of our report of even date.
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details & situations of the fixed
 assets. The situation of the moveable assets used in the mining
 activity keeps on changing from Mines sites depending upon requirements
 for a particular contract.
 
 (b) A substantial portion of the Fixed Assets have been physically
 verified by the management during the year and in our opinion the
 frequency of verification is reasonable having regard to the size of
 the Company, the nature of its assets.  According to the information
 given to us and to the best of our knowledge.no material discrepancies
 were noticed on such physical verification.
 
 (c) The Company has not disposed of a substantial part of the fixed
 assets during the year.
 
 2.  (a) As explained to us the inventory has been physically verified
 during the year by the management.
 
 (b) In our opinion 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) The Company is maintaining proper records of inventory. No material
 discrepancies noticed on physical verification between the physical
 stock and the book records
 
 3.  The Company has not granted nor taken any loans, secured or
 unsecured to/from companies, firm or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Accordingly, sub clause (b), (c) and (d) 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 nature of its business
 with regard to purchase of inventory, Fixed Assets and with regards to
 the sale of goods. During the course of our audit we have not observed
 any continuing failure to correct major weaknesses in internal
 controls.
 
 5.  (a) According to the information and explanations given to us, we
 are of the opinion that the transactions that need to be entered in to
 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 explanation given to us such transactions made in
 pursuance of contracts or arrangements entered in registers maintained
 under section 301 of the Company Act, 1956 and exceeding value of Rs.
 500000/- during the year in respect of each party, have been made at
 prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public in terms
 of Section 58A and 58AA of the Act and the rules framed there under.
 
 7.  In our opinion the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  No cost records have been prescribed by the Central Govt.
 
 9.  (a) According to the record of the company is regular in depositing
 with appropriate authorities undisputed statutory dues including
 provident fund, investor education protection fund, employees state
 insurance, income tax, sales tax, wealth tax. custom duty, excise duty,
 cess and other material , statutory dues applicable to it.
 
 (b) According to the information & explanation given to us, no
 undisputed amounts payable in respect of income-tax, wealth tax, sales
 tax, custom duty, excise duty and cess were in arrears, as at the last
 day of the financial year for a period of more than six month from the
 date they became payable.
 
 (c) As per records produced before us the dues of Income Tax, Sales
 Tax. Customs Duty, Wealth Tax, Excise Duty and Cess which have not been
 deposited on account of any dispute are stated hereunder:
 
 
 
 Name of 
 Statute     Period to which     Forum Where dispute       Amount
             amount relates      is pending               (Rs. in Lacs)
 
 Income Tax  F.Y. 2002-03        Income Tax Appellate.
                                 Tribunal. Mumbai            8.89
 
 
 10.  The Company does not have any accumulated losses and has not
 incurred any cash losses during the financial year covered by our audit
 or in the immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to a
 financial institution, bank or debenture holders.
 
 12.  The Company has not granted loans and advances on the basis of
 securities by way of pledge of shares, debentures and other securities.
 There is no question of maintaining adequate records.
 
 13.  In our opinion, 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) Order, 2003 are not applicable to the
 company.
 
 14.  In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investment, accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) order
 2003 are not applicable to the company.
 
 15.  In our opinion the company has not given any guarantee for loans
 taken by others from bank or financial institutions.
 
 16.  The Company has not taken any term loans and hence, our
 requirement of reporting regarding application of term loans in terms
 of Clause (xvi) of the order does not arise.
 
 17.  According to the information and explanation given to us and on an
 overall examination of the Balance Sheet of the Company we report that
 the no funds raised on short-term basis have been used for long term
 investment. No long-term funds have been used to finance short-term
 assets except permanent working capital.
 
 18.  According to the information and explanation given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act.
 
 19.  According to the information and explanations given to us, during
 the period covered by our audit report, the Company has not created any
 security in respect of debentures issued.
 
 20.  The Company has not raised any money by way of public issues
 during the year; therefore there is no need for any disclosure required
 in clause 4(XX).
 
 21.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 
 
            For: Jagdish Rathi & Associates   For: Nyati Mundra & CO.
 
            Chartered Accountants              Chartered Accountants
 
           (Reg.No. 004623C )                       (Reg.No. 008153C)
 
            CA J. C. Rathi                            CA R. K. NYATI
 
           (Proprietor)                                     (Partner)
 
            M.N. 039303                                  M.N. 070692
 
 Place : Chittorgarh 
 
 Date : 30th May, 2012