We have audited the attached Balance Sheet of Radha Madhav Corporation
 Limited as at 31st March 2011 and the Profit and Los Account for the
 year ended on that date annexed thereto and also the cash flow
 statement for the year ended on that date. These financial statements
 ore the responsibility of the Company''s management. Our responsibly is
 to express an opinion on these financial statements based on our audit.
 
 
 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 statement. An audit includes
 examining, en a test base, evidence supporting the amounts and
 disclosures in the financial statements.  An audit auto 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 bass for
 our opinion.
 
 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.
 
 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 examination of such
 books.
 
 c) The Balance Sheet and the Profit & Loss Account referred to in this
 report are in agreement with the books of accounts.
 
 d) In our opinion the Balance sheet and Profit & Loss Account, comply
 with the Accounting Standards as referred to in sub section (3C) of
 section 211 of the Companies Act, 1956, to the extent applicable.
 
 e) On the bass of 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 a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956; in our
 opinion, and to the best of our information and according to the
 explanation given to us, the said Balance Sheet and the Profit & Loss
 Account read together with the notes thereon give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fast'' view in conformity with the accounting principles
 generally accepted in India:
 
 i. In so far as it relates to the Balance sheet, of the state of
 affairs of the Company as at 31st March, 2011,
 
 ii. In so far as it relates to the Profit and Loss Account, the Loss of
 the Company for the year ended on that date, and
 
 iii. In the case of Cash How Statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE
 
 On the basis of checks as considered appropriate and in terms of the
 information and explanations given to us, we report as under:
 
 1.  FIXED ASSETS:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) As per the information and explanations given to us, physical
 verification of fixed assets has been carried out in terms of the
 phased programme of verification of its fixed assets adopted by the
 Company and no material discrepancies were noticed on such
 verification.  In our opinion the frequency of verification is
 reasonable, having regard to the size of the Company and nature of its
 business.
 
 (c) During the year, the Company has not disposed of any
 substantial/major part of fixed assets.
 
 2.  INVENTORIES:
 
 (a) As per the information furnished, the inventories have been
 physically verified during the year by the management. In our opinion,
 having regard to the nature and location of stocks, the frequency of
 the physical verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, procedures of physical verification of inventory 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 except for
 material lying on shop floor.  In our opinion, discrepancies noticed on
 physical verification of stocks were not material in relation to the
 operations of the Company and the same have been properly dealt with in
 the books of account.
 
 3.  LOANS:
 
 (a) As per the information furnished, the Company has not granted nor
 taken any loans, secured or unsecured, to/from companies, firms or
 other parties covered in the register maintained under Section 301 of
 the Companies Act 1956.
 
 (b) As the Company has not granted nor taken any loans, secured or
 unsecured to/from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act 1956 the
 Clause (iii)(b), (iii)(c) and (iii)(d) are not applicable.
 
 4.  INTERNAL CONTROL SYSTEM:
 
 In our opinion and according to the information and explanations given
 to us, there are adequate internal control systems commensurate with
 the size of the Company and the nature of its business with regard to
 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 controls of the company.
 
 5.  PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY:
 
 (a) Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that the particulars of contracts or arrangement with related
 part/ 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 transaction made in pursuance of contracts or
 arrangements entered in the Register maintained under Section 301 and
 exceeding the value of five lakhs rupees in respect of any party during
 the year, have been made at prices which are reasonable having regard
 to prevailing market prices at the relevant time.
 
 6.  PUBLIC DEPOSITS:
 
 The Company has not accepted any deposits during the year from the
 public within the meaning of the provision of Section 58A, 58AA or any
 other relevant provisions of the Companies Act, 1956, and rules made
 there under. Hence the Clause (vi) of the order is not applicable No
 order has been passed by the Company Law Board or National Company Law
 Tribunal or Reserve Bank of India or any court or other Tribunal.
 
 7.  INTERNAL AUDIT SYSTEM:
 
 The Company has an internal audit system commensurate with the size of
 the company and nature of its business. The internal Audit is being
 conducted by a firm of Chartered Accountants appointed by the
 management.
 
 8.  COST RECORDS:
 
 As explained to us the Central Government has not prescribed the
 maintenance of Cost Records Under Section 209(1 )(d) of the Companies
 Act 1956, in respect of the Company''s products.
 
 9 STATUTORY DUES:
 
 (a) According to the information and explanations given to us and the
 records examined by us, the Company is regular in depositing with
 appropriate authorities 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 wherever applicable.
 According to the information and explanations given to us, no
 undisputed arrears of statutory dues were outstanding as at 31st March
 2011 for a period of more than six months from the date they became
 payable.
 
 (b) According to the records of the Company, no dues of sales tax,
 income- tax, customs, wealth- tax, service tax, excise duty, cess which
 have not been deposited on account of disputes except the excise
 liability of Rs.l.54crore out of which unpaid liability is Rs.l.24
 crore. Dispute is pending before Excise and Custom Appellate Tribunal.
 
 10.  ACCUMULATED LOSSES:
 
 There are accumulated losses of the Company as on 31st March 2011 of
 Rs. 78.39 crore. The Company has incurred cash losses during the
 financial year covered by our audit and also during the immediately
 preceding financial year.
 
 11.  REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS:
 
 Based on our audit procedures and 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 holder as on 31-03-2011.
 
 12.  LOANS & ADVANCES AGAINST SHARES, DEBENTURES AND OTHER SECURITIES:
 
 Based on our examination of the records and the information and
 explanations given to us, the Company has not granted any loans and/or
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13.  CHIT FUND COMPANY OR NIDHI/MUTUAL BENEFIT FUND/ SOCIETY:
 
 Clause (xiii) of the Order is not applicable to the Company as the
 Company as is not a chit fund Company or nidhi/mutual benefit
 fund/society.
 
 14.  MAINTENANCE OF RECORDS FOR DEALING/TRADING IN SHARES, SECURITIES,
 DEBENTURES & OTHER INVESTMENTS:
 
 15.  GUARANTEE:
 
 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.  UTILIZATION OF TERM LOAN FUND:
 
 In our opinion, the term loans have been applied for the purpose for
 which they were raised.
 
 17.  MISMATCH BETWEEN SHORT TERM/LONG TERM FUNDS:
 
 According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, we are of the
 opinion that the company has utilized fund raised on short-term bases
 for investment on Long Term bases to the extent of Rs. 7.23 Crore.
 
 18.  PREFERENTIAL ALLOTMENT OF SHARES:
 
 According to the information and explanations given to us the Company
 has not made preferential allotment of shares to parties covered in the
 Register maintained under section 301 of the Act.
 
 19.  CREATION OF SECURITIES FOR ISSUE OF DEBENTURE:
 
 According to the information and explanations given to us during the
 year covered by our audit report, the Company has not issued any
 secured debenture.
 
 20.  END USE OF MONEY RAISED BY PUBLIC ISSUE:
 
 The Company has not raised any money by public issues during the year
 covered by our report.
 
 21.  FRAUD ON OR BY THE COMPANY:
 
 As per the information and explanations given to us, no fraud on or by
 the Company has been noticed or reported during this year.
 
 For H. P. SHAH ASSOCIATES
 
 Sd/-
 
 H. P. SHAH
 
 PROPRIETOR
 
 CHARTERED ACCOUNTANTS
 
 Place : Vapi
 
 Date : 27th May, 2011.