1.  We have audited the attached Balance Sheet of Ratnamani Metal &
 Tubes Limited as at March 31, 2011, the Profit and Loss Account and the
 Cash Flow Statement of the Company for the year ended on that date,
 annexed thereto. These financial statements 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 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 as
 amended by the Companies (Auditors Report) Amended order 2004, 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 we considered appropriate and according to the information and
 explanation given to us, we enclose in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said Order for the year
 under consideration.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that: -
 
 a) We have obtained all the information and explanation, which to the
 best of our knowledge and belief were necessary for the purposes 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 those
 books;
 
 c) The balance sheet, profit and 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, read with the notes to
 accounts, comply with the applicable accounting standards referred to
 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 March 31, 2011 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 31,2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956;
 
 5.  In our opinion and to the best of our information and according to
 the explanations given to us, the said account read together with the
 significant accounting policies and notes on account give the
 information required by the Companies Act, 1956 in the manner so
 required and gives a true and fair view in conformity with the
 accounting principles generally accepted in India:-
 
 (i) In case of the Balance Sheet, of the state of Companys affairs as
 at 31st March, 2011,
 
 (ii) In case of the Profit & Loss Account, of the PROFIT for the year
 ended on that date and
 
 (iii) In case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 The Annexure referred to in paragraph (3) of our report to the members
 of Ratnamani Metals and Tubes Limited for the year ended March 31,
 2011.
 
 We report that:
 
 1.  (a) The Company has prepared fixed assets records showing
 particulars including quantitative details and situation of
 
 fixed assets.
 
 (b) As informed to us, the fixed assets have been physically verified
 by the management at reasonable intervals and no material discrepancy
 between the books records and the physical inventory were noticed by
 the management.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 2.  (a) The management has conducted physical verification of inventory
 at reasonable intervals.
 
 (b) The 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 and no
 material discrepancies were noticed on physical verification.
 
 3.  (a) As informed to us, the Company has taken unsecured loans from
 Companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. The aggregate of loan
 outstanding of one such person as on the last day of the year is Rs
 Nil. The rate of Interest and the terms and conditions are not prima
 facie prejudicial to the interest of the Company. The Company is
 regular in repayment of the Principal and Interest amount, wherever
 applicable.
 
 (b) As informed to us, the Company has not granted loans to companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 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 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.
 
 5.  According to the information and explanations given to us and to
 the best of our knowledge and belief there are no transactions that
 need to be entered into the register maintained under section 301 of
 the Companies Act, 1956. Consequently, requirement of clause 5(b) of
 paragraph 4 of the order is not applicable.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  As informed to us, the Company has prima facie maintained accounts
 and records as prescribed by the Central Government under section
 209(1)(d) of the Companies Act, 1956 which have not been examined by
 us.
 
 9.  (a) According to the records of the Company, the Company is
 regular, in depositing undisputed statutory dues including Provident
 Fund, Investor Education and Protection Fund, Employees State
 Insurance, Income-tax, Sales-tax, Customs Duty, Excise Duty, cess and
 other statutory dues applicable to it with the appropriate authorities.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, sales tax, customs
 duty and excise duty were outstanding at the year end for a period of
 more than six months from the date they became payable.
 
 (c) The particulars of dues as at the year end, with regard to said
 items, which have not been paid on account of disputes, are as
 follows:-
 
 Name of the statute  Nature of the     Amount    Forum where dispute 
                                                  is pending
                      dues         (Rs. In Lacs)
 
 Central Excise 
 Act, 1944            Excise duty          1.73   Central Excise and 
                                                  Service Tax Appellate
                                                  Tribunal
 
                                         323.60   Commissioner of 
                                                  Central Excise (Appeal)
 
 Central Excise 
 Act, 1944            Excise duty       1478.90   Commissioner of Central
                                                  Excise
 
 Income Tax 
 Act, 1961            Income Tax          81.55   Commissioner of 
                                                  Income-Tax (Appeal)
 
 Central Excise 
 Act, 1956            Sales Tax           32.18   Appeal filing is 
                                                  pending
 
 Employees State 
 Insurance Scheme     ESI                175.25   Honble High Court of
                                                  Gujarat
 
 10.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the current and
 immediately preceding financial year.
 
 11.  Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to bank. The Company
 does not have any borrowings by way of debentures.
 
 12.  Based on our examination of documents and records, we are of the
 opinion that 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 and according to the information and explanations
 given to us, the nature of activities of the Company does not attract
 any special statute applicable to chit fund and nidhi / mutual benefit
 fund/societies.
 
 14.  The Company has not undertaken any trading in shares and
 debentures.
 
 15.  The Company has not given any guarantees for loans taken by others
 from banks or financial institutions.
 
 16.  According to the information and explanations given to us and on
 the basis of overall fund flow position, we report that the term loans
 have been applied for the purpose for which they were raised.
 
 17.  According to the information and explanation given to us and on an
 overall examination of the cash flow statement of the Company, we
 report that, no funds raised on short-term basis have been used for
 long term investment.
 
 18.  During the year, the Company has not made any preferential
 allotment of shares to parties or 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.
 
 20.  The Company has not raised any money through a public issue during
 the year.
 
 21.  Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
 
                                                For Mehta Lodha & Co.
 
                                               Chartered Accountants
 
                                    Firms Registration No.: 106250W
 
 Place : Ahmedabad                                  (Prakash D. Shah)
 
 Date :24th May 2011                                         Partner
 
                                                          M.No.34363