We have audited the attached Balance Sheet of RATHI BARS LIMITED as at
 31st March, 2012, Profits Loss Account and Cash Flow Statement of the
 Company 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.
 
 1.  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 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.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Government of India in terms of sub-section (4A) of section 227
 of the Companies Act, 1956, we enclose in the Annexure hereto a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 3.  Further to our comments in the Annexure referred to in paragraph 2
 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 purposes of our
 audit;
 
 b.  In our opinion, proper books of accounts, as required by law, have
 been kept by the Company, so far as appears from our examination of
 such 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 & 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.  In our opinion, and based on information and explanations given to
 us, none of the Directors are disqualified as on 31s'' March, 2012 from
 being appointed as directors in terms of clause (g) of sub-section (1)
 of section 274 of the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT Re: Rathi Bars Limited
 
 (Referred to in paragraph 1 of our report of even date)
 
 1.  In respect of its fixed assets:
 
 a.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets on the
 basis of available information.
 
 b.  As explained to us, all the fixed assets have been physically
 verified by the management during the year in a phased periodical
 manner, which in our opinion is reasonable, having regard to the size
 of the Company and nature of its assets.  No material discrepancies
 were notices on such physical verification.
 
 c.  In our opinion, the Company has not disposed of substantial part of
 fixed assets during the year and going concern status of the Company is
 not affected.
 
 2.  In respect of its inventories:
 
 a.  As explained to us, inventories have been physically verified by
 the management at regular intervals during the year.
 
 b.  In our opinion and according to the information and explanations
 given to us, 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 has maintained proper records of inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventory as compared to the book records.
 
 3. In respect of loans, secured or unsecured, granted or taken by the
 Company to/from companies firms or other parties covered in the
 register maintained under Section 301 of the CompaniesAct, 1956.
 
 a.  The Company has not granted any loans/advances to any parties and
 taken loans/advances from 6 (Six) party/ies aggregating to''
 1,66,08,000/- (Rupees One Crore Sixty Six Lacs Eight Thousand only).
 
 b.  In our opinion and according to the information and explanations
 given to us, the rate of interest, wherever, applicable and other terms
 and conditions are not prima facie prejudicial to the interest of the
 company.
 
 c.  In respect of loans taken by the Company, the interest payments are
 regular and the principal amount is repayable on demand.
 
 d.  There is no overdue amount in respect of loans taken by the
 Company.
 
 4. In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory, fixed assets and also for the
 sale of goods. During the course of our audit, we have not observed any
 major weaknesses in internal controls.
 
 5.  As explained to us, the transactions exceeding to '' 5,00,000/- or
 more during the year have been entered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the internal audit system of the Company is
 commensurate with its size and nature of its business.
 
 8.  We have broadly reviewed the cost records maintained by the Company
 pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1 )(d) of the
 Companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained. We have, however, not
 made a detailed examination of the records with a view to determining
 whether they are accurate or complete.
 
 9.  In respect of statutory dues:
 
 a.  According to the records of the Company, undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales tax, Wealth tax, Customs
 Duty, Excise Duty, Cess and other statutory dues have been generally
 regularly deposited with the appropriate authorities. According to the
 information and explanations given to us, no undisputed amounts payable
 in respect of the aforesaid dues were outstanding as at 31 st March,
 2012 for a period of more than six months from the date of becoming
 payable.
 
 b.  According to the records of the company, there are no dues of sale
 tax, income tax, custom duty, wealth tax, excise duty or cess have not
 been deposited on account of any dispute.
 
 10.  The company has no 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.  Based on our audit procedures and according to the information and
 explanation given to us, we are of the opinion that the Company has not
 defaulted in repayment of dues to financial institutions, banks or
 debenture holders.
 
 12.  In our opinion and according to the information and explanation
 given to us, no loans and advances have been granted by the Company on
 the basis of security by way of pledge of shares, debentures and other
 securities.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society.  Therefore, clause 4(xiii) of the Companies
 (Auditor''s Report) Order 2003 is not applicable to the Company.
 
 14.  The Company has maintained proper records of transactions and
 contracts in respect of trading in securities, debentures and other
 investments and timely entries have been made therein. All shares,
 debentures and other investments have been held by the Company in its
 own name.
 
 15.  As per information and explanations given to us, the company has
 not given guarantee for loans taken by others from banks or financial
 institutions.
 
 16.  In our opinion and according to the information and explanation
 given to us, the term loans were utilised forthe purposes for which
 they were obtained.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, no funds
 raised on short term basis have been used for long term investment.
 Similarly, no funds raised on long term basis have been used for short
 term investment.
 
 18.  During the year, 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.
 
 19.  The Company has not issued any debentures during the year. Hence
 the requirement of Clause (xix) of paragraph 4 of the order is not
 applicable to the company.
 
 20.  In our opinion and according to the information and explanations
 given to us, no fraud on or by the Company has been noticed or reported
 during the year that causes the financial statements to be materially
 misstated.
 
                                      For A. K. VAISH & Co.
                                      Chartered Accountants
 
 Place : New Delhi                    A. K. VAISH
 
 Dated: 05.09.2012                    PROPRIETOR
 
                                      Membership No.71088