1.  We have audited the attached Balance Sheet of Raghav Industries
 Limited as at 31 st March, 2010 and also the Profit & Loss Account and
 the cash flow statement for the year ended on that date annexed
 thereto. These financial statement 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 misstatement. 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 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956 and on the
 basis of such checks as considered appropriate and according to the
 information and explanation given to us during the course of our audit
 we enclose in the Annexure hereto 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 it appears from our examination of such
 Books;
 
 c.  The Balance Sheet and the 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 Section 211 (3C) of the Companies Act, 1956,
 to the extent applicable;
 
 e.  On the basis of the written representation received from the
 directors, as on March 31, 2010, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2010 from being appointed as the 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
 read together with notes thereon as required by the Companies Act, 1956
 in the manner so required, 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 31 st March, 2010,
 
 and ii.  in the case of the 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 the
 year ended on that date.
 
 5.  As required by the Non Banking Financial Companies Auditors Report
 (Reserve Bank) Directions, 1998, we further state that :-
 
 i. The Company, incorporated prior to January 9,1997, has applied for
 registration as provided in Section 451A of the Reserve Bank of India
 Acr,1934 (2 of 1934), and accordingly has received the Certificate of
 Registration issued by the Reserve Bank of India.
 
 ii.  The Board of Director of the Company has passed a Resolution for
 non-acceptance of any public deposit.
 
 iii.  The Company has not accepted any public deposits during the year
 under reference.
 
 iv. The Company has complied with the prudential norms relating to
 income recognition, accounting standards, asset classification and
 provisioning of bad and doubtful debts as applicable to it.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 I.  The Company do not have any fixed assets and as such clause 1 (a),
 (b) & (c) are not applicable to it.
 
 II.  The Company does not maintain any stock and as such clause II (a),
 (b) & (c) are not applicable to it.
 
 III.  (a) As informed to us, the Company has not granted any loans,
 secured or unsecured, to Companies, firms or other
 
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956 and as such clauses (iii) (a) to (iii)(d) are not
 applicable.
 
 (b) As informed to us, the Company has not taken any loans, secured or
 unsecured, from Companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956 and as
 such clauses (iii) (e) to (iii)(f) are not applicable.
 
 IV.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business, for the purchase of stocks and fixed assets and for sale of
 fixed assets, stocks and goods. During the course of our audit, no
 major weakness has been noticed in the internal control system.
 
 V.  According to the information and explanations provided by the
 management, we are of the opinion that there have been no transactions
 that need to be entered into the register maintained under Section 301
 and hence clause (v)(b) is not applicable.
 
 VI.  The Company has not accepted any deposits from public within the
 meaning of section 58A, 58AA or any other relevant provisions of the
 Act of the Companies Act, 1956.
 
 VII.  In our opinion, the Company has an Internal Audit System
 commensurate with the size and nature of its business.
 
 VIII.  To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for
 the Company.
 
 IX.  (a) According to the information and explanations given to us, the
 Company is regular in depositing undisputed
 
 statutory dues including Income Tax and other statutory dues applicable
 to it with the appropriate authorities.  According to the information
 and explanations given to us, there are no undisputed amounts payable
 in respect of income tax, sales tax, wealth tax, service tax, custom
 duty, excise duty and cess which were outstanding at the year end for a
 period of more than six months from the date they became payable.
 
 (b) There are no dues outstanding of income tax, sales tax, wealth tax,
 service tax, custom duty, excise duty and cess on account of any
 dispute, other than the followings :
 
 Name of the 
 Statute        Nature of Dues        Amount         Forum where 
                                                     dispute is 
                                                     pending
                                   (Rs. in Lacs)
 
 Income 
 Tax Act,
  1961      Demand on additions     287.29           High Court, 
                                                     Kolkata
            and interest thereon
            for Assessment Year
               1997-98
 
 X.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current year and in the
 immediately preceding financial year.
 
 XI.  As per books and records maintained by the Company and according
 to the information and explanations given to us, the Company did not
 borrow from any financial institution or bank or debenture holders and
 hence the clause (xi) is not applicable.
 
 XII.  According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debenture and other securities.
 
 XIII.  Compliance with the provisions of any special statute like Chit
 Fund, Nidhi or Mutual Benefit Society is not applicable to this
 Company.
 
 XIV.  In our opinion and according to the information and explanations
 given to us, proper records have been maintained of the transactions
 and contracts relating to dealing or trading in shares and others
 investments and timely entries have been made therein. The shares held
 by the Company are in its own name except certain shares.
 
 XV.  The Company has given guarantee for loans taken by others from
 bank or financial institutions and the terms and conditions are not
 prejudicial to the interest of the Company.
 
 XVI.  There are no term loans outstanding as at the end of the year.
 
 XVII. We have been informed by the management that no funds have 
 been raised on short / long term basis and used
 and hence clause (xvii) is not applicable.
 
 XVIII. 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.
 
 XIX.  The Company did not have any outstanding debentures during the
 year.
 
 XX.  The Company has not raised money by way of public issue during the
 year.
 
 XXI.  According to the information and explanations given to us, we
 report that no fraud op or by the Company has been noticed or reported
 during the course of our audit.
 
 
                                                    For G SAH &COMPANY
                                                 Chartered Accountants
                                          Firm Registration No.323378E
 P-8,Chowringhee Square                                   Gajadhar Sah
 1 st Floor,Kolkata -700 069                                   Partner
 Date :29th May,2010                             Member Ship No.055864