1.  We have audited the attached Balance Sheet of Remi Metals Gujarat
 Limited as at March 31, 2011, the Profit and Loss Account and the Cash
 Flow Statement for the year ended on that date both 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.
 
 2.  We conducted our audit in accordance with the 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 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.  Without qualifying our opinion, we draw attention to note no.1 part
 B of Schedule 12. The accounts have been prepared on a going concern
 basis though the Company''s accumulated losses exceed its net worth and
 its total liabilities exceed its assets, in view of the reasons
 referred to in the note therein.
 
 4.  As required by the Companies (Auditor''s Report) Order, 2003, (as
 amended) issued by the Central Government of India in terms of Section
 227 (4A) 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 to the Company.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 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 appears from our examination of those
 books;
 
 c) the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in Section 211(3C) of the Act;
 
 e) on the basis of written representations received from the directors
 of the Company as on March 31, 2011 and taken on record by the Board of
 Directors, we report that none of the director of the Company 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;
 
 f) In our opinion and to the best of our information and according to
 the explanation given to us, the said financial statements together
 with the significant accounting policies and notes thereon give the
 information required by the Act, in the manner so required, and present
 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 March 31, 2011;
 
 ii) in the case of the Profit and Loss Account, of the loss 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.
 
 ANNEXURE TO AUDITOR''S REPORT
 Annexure referred to in paragraph 4 of Auditor''s report of even date to
 the members of Remi Metals Gujarat Limited on the accounts for the year
 ended March 31, 2011
 
 1) a) The Company has maintained proper records to show all
 particulars, including quantitative details and situations, of its
 fixed assets.
 
 b) We have been informed that the fixed assets of the Company are
 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 the nature of its assets. No material
 discrepancies were noticed on such physical verification.
 
 c) In our opinion, the Company has not disposed off substantial part of
 its fixed assets during the year.
 
 2) a) As explained to us, inventories have been physically verified by
 the management at the year end.
 
 b) In our opinion and according to the information and explanation
 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 nature of its business.
 
 c) The Company has maintained proper records of inventory and the
 discrepancies between physical stocks and the book stocks noticed on
 physical verification were not material.
 
 3) a) The Company has not granted any loans, secured or unsecured,
 to/from companies, firms and other parties listed in the register
 maintained under Section 301 of the Act.
 
 b) The Company has taken unsecured interest free loan from one Company
 covered in the register maintained under Section 301 of the Act. The
 maximum amount involved during the year and year end balance was
 Rs.14085 lac.
 
 c) In our opinion and according to information and explanation given to
 us, terms and condition of loans taken by the Company are not prima
 facie prejudicial to the interest of the Company.
 
 d) The principal amounts, are repayable on demand and there is no
 repayment schedule.
 
 4) There are adequate internal control systems commensurate with the
 size of the Company and the nature of its business with regard to the
 purchases of inventories, fixed assets and sale of goods and services
 and we have not observed any continuing failure to correct the major
 weaknesses in such internal controls.
 
 5) a) In our opinion and according to the information and explanation
 given to us, the particulars of contracts or arrangements referred to
 in section 301 of the Companies Act, 1956 have been entered in the
 register required to be maintained under that section.
 
 b) In our opinion and according to the information and explanation
 given to us, the transactions of purchase of goods and material and
 sale of goods, material and services made pursuant of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 have been made at a prices which are reasonable
 having regard to the prevailing market price at the relevant time.
 
 6) The Company has not accepted any deposits under the provisions of
 section 58A and 58AA of the Act or any other relevant provisions of the
 Act and the rules framed there under.
 
 7) In our opinion, the Company''s internal audit system is commensurate
 with its size and nature of business.
 
 8) On the basis of records produced to us, we are of the opinion that,
 prima facie, the cost records prescribed by the Central Government of
 India under section 209(1)(d) of the Act have been maintained. However,
 we are not required to and have not carried out any detailed
 examination of such accounts and records.
 
 9) a) According to the books and records as produced and examined by us
 inaccordance with the generally accepted auditing practices in India
 and also based on Management representations, undisputed statutory dues
 in respect of Provident Fund, Employees State Insurance Dues, Investor
 Education and Protection Fund, Income Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise duty, Cess and other material statutory dues have
 generally been regularly deposited, by the Company during the year with
 the appropriate authorities in India. According to the information and
 explanation given to us, no undisputed amounts payable in respect of
 the aforesaid dues were outstanding as at March 31, 2011 for a period
 of more than six months from the date of becoming payable.
 
 b) As at March 31, 2011, there have been no disputed dues which have
 not been deposited with the respective authorities in respect of Income
 Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess other
 than the following:
 
 Name of Statute   Nature of     Amount  Period to 
                                         which     Forum where dispute is
                                                   pending
                   the dues     (Rs. In 
                                    lac) amount 
                                         relates
 
 Finance Act,1994  Service Tax        1  2005-06   Customs, Excise & 
                                                   Service Tax
                                        to 2007-08 Appellate Tribunal
 
 Central Excise 
 Act               Excise Duty       34  1996-97   Commissioner of 
                                                   Central Excise
                                        to 1998-99 (Appeals)
 
 Finance Act,1994  Service Tax       12  2006-07   Commissioner of
                                                   Central Excise
                                        to 2007-08 (Appeals)
 
 Sales Tax Act     Value Added Tax    8  2006-07   Gujarat Value Added
                                                   Tax Tribunal
 
 Income Tax Act    Income Tax        85  2004-05   Commissioner of 
                                                   Income Tax (Appeals)
 
 10) In our Opinion, the accumulated losses of the Company are more than
 fifty percent of it''s net worth as at March 31, 2011, and the Company
 has incurred cash loss during the financial year and in the immediately
 preceding financial year.
 
 11) In our opinion and according to information and explanation given
 to us, we are of the opinion that the Company has not defaulted in
 repayment of dues to any financial institution or bank. There were no
 debentures issued during the year or outstanding at the beginning of
 the year.
 
 12) The Company has not granted any loans or advances 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) In our opinion, the Company is not dealing in or trading in shares,
 securities, debentures and other investments.  Accordingly, the
 provision of clause 4(xiv) of the Companies (Auditor''s report) Order,
 2003 is not applicable to the Company.
 
 15) The Company has not given any guarantees for loans taken by others
 from bank or financial institutions.
 
 16) In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 17) On the basis of review of utilization of funds which is based on
 overall examination of the balance sheet of the Company, related
 information as made available to us and as represented to us by the
 Management, we are of the opinion that no funds raised on short term
 basis have been used for long term investment during the year.
 
 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 Act during the year.
 
 19) According to the information and explanation given to us, during
 the period covered by our audit report, the Company has not issued any
 debentures and no debentures were outstanding at the end of the year.
 Therefore, the provisions of clause 4(xix) of companies (Auditor''s
 Report) Order, 2003 are not applicable to the Company.
 
 20) The Company has not raised any money by public issue during the
 year.
 
 21) As per the information with us and explanation given to us and on
 the basis of examination of records, no material fraud on or by the
 Company was noticed or reported during the year.
 
                                                  For CHATURVEDI & SHAH
 
                                                  Chartered Accountants
 
                                               Registration No. 101720W
 
 Parag. D. Mehta
 
 Partner
 
 Membership No. 113904
 
 Place: Mumbai
 
 Dated: 30th May, 2011