1.  We have audited the accompanying financial statements of Indian
 Bright Steel Company Limited (the Company), which comprise the
 Balance Sheet as at 31st March, 2012, the Statement of Profit and Loss
 and the cash flow statement for the year ended, and a summary of
 significant accounting policies and other explanatory information.
 These financial statements are the responsibility of the Company''s
 management that give and true and fair view of the financial position,
 financial performance and cash flows of the company in accordance with
 the accounting principles generally accepted in India, including
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We have 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 tree of material misstatement. An audit
 includes examining, all 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'' (Auditor''s 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 to the extent applicable
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, We report that:
 
 i) 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.
 
 ii) in our opinion proper books of account as required by law, have
 been kept by the Company, so far as it appears from the examination of
 the books.
 
 iii) the balance sheet, statement of profit and loss and cash flow
 statement dealt with by this report are in agreement with the books of
 accounts.
 
 iv) in our opinion, balance sheet, the statement of profit and loss and
 cash flow statement comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956.
 
 vi) on the basis of the written representations from the directors,
 taken on record by the Board of Directors, none of the directors is
 disqualified as on 31M March, 2012 from being appointed as a director
 under Section 274 (1)(g) of the Companies Act, 1956.
 
 vii) in our opinion and to the best of our information and according to
 the explanations given to us, the accounts read with notes thereon,
 give the information required by the Companies Act, 1956, in the manner
 so required and give a true and fair view:
 
 a) in the case of balance sheet, of the state of affairs of the company
 as at 31s'' March, 2012 and,
 
 b) in the case of statement of profit and loss of the profit of the
 company for the year ended on that date.
 
 c) in the case of cash flow statement the cash flows of the company for
 the year ended as 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 and situation of the Fixed Assets.
 
 (b) The management has physically verified the fixed assets and as
 explained no material discrepancy has been noticed on such verification
 
 (c) During the year, Company has not disposed off substantial part of
 fixed assets.
 
 2) The Company does not have any inventory and hence the requirement of
 para 2 are not applicable.
 
 3) (a) The Company has taken interest free unsecured loans from
 Companies Firms or other parties listed in the register maintained U/s
 301 of the Companies Act.
 
 (b) In the absence of any specific stipulation as to the rate of
 interest and other terms and conditions as to repayments on which loans
 has been taken, we are unable to comment upon the same.
 
 (c) The company has not given any loans and advances to its Associate &
 Other related parties listed in the register maintained U/s 301 of the
 Companies Act.
 
 4) There are adequate internal control procedures commensurate with the
 size of the company and nature of its business with regard to the
 purchase of inventory and fixed assets, and with regard to sale of
 goods.
 
 5) In respect of transactions entered in the register maintained in
 pursuance of section 301, of the Companies Act 1956,
 
 (a) Based on audit procedures applied by us, to the best of our
 knowledge and belief and according to the information and explanations
 given to us, we are of the opinion that the transactions that needed 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 exceeding Rupees Five Lakhs each have
 been made at prices which are reasonable having regard to prevailing
 market prices at the relevant time.
 
 6) In respect of deposits accepted, in our opinion and according to the
 information and explanations given to us, directives issued by Reserve
 Bank of India and the provision of section 58A, 58AA or any other
 relevant provisions of the Companies Act, 1956 and the rules framed
 there under, to the extent applicable, have been complied with. We are
 informed by the management that no order has been passed by the Company
 Law Board, National Company Law Tribunal or Reserve Bank of India or
 any court or any other Tribunal.
 
 7) In our opinion, the Company has an internal audit system
 commensurate with the size and the nature of its business.
 
 8) According to the information and explanations provided to us, the
 Company is not required to have cost records as prescribed by the
 Central Government under clause (d) of sub-section (1) of Section 209
 of the Act.
 
 9) (a) 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, Custom
 Duty, Excise Duty, Service Tax, Cess, and other statutory dues with
 appropriate authorities
 
 (b) According to the records of the Company, there are no cases of the
 dues of Sales Tax, Income Tax, Customs, Wealth Tax, Excise duty, Cess,
 Service tax which have not been deposited on account of disputes.
 
 10) The Company have accumulated losses of Rs.5828334 as at the end of
 the year and the company has not incurred cash losses during current
 year, however there where 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 a financial
 institution, bank or debenture holders.
 
 12) According to the information and explanations given to us and based
 on the documents and records produced before 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) In our opinion, the provisions of any special statute applicable to
 Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable
 to the company.
 
 14) In our opinion, the Company is 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 are not applicable to the company.
 
 15) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 16) To the best of our knowledge and belief and according to the
 information and explanations given to us, in our opinion, the term
 loans obtained during the year were, prima facie, been used for which
 the same are obtained.
 
 17) According to the information and explanations given to us and on
 overall examination of the balance sheet of the company, We report that
 no funds raised on short-term basis have prima facie, has been used
 during the year for long term investment.
 
 18) The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act 1956 in contravention of the aforesaid
 section, during the year.
 
 19) No debentures have been issued by the company and hence, the
 question of creating securities in respect thereof does not arise.
 
 20) We have verified the end use of the fund raised by the Company
 through the preferential allotment as disclosed in the notes to the
 financial statements.
 
 21) Based on 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 year.
 
                                         For OESAI ASSOCIATES 
 
                                         Chartered Accountants 
 
                                    Firm Registration No. 102286W
 
 
 Place : Mumbai                            (SUDHIR K. JAIN)
 
 Date : 23th May, 2012                         Partner
 
                                        Membership No.: 120610