1.  We have audited the attached Balance Sheet of Renaissance Jewellery
 Limited as at March 31, 2011, the Profit and Loss account and also cash
 flow statement 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.
 
 2.  We conducted our audit in accordance with the accounting 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 (Auditor''s Report) Order, 2003 as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order'') 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
 the information and explanation given to us and the books and records
 examined by us in the normal course of audit and to the best of our
 knowledge and belief, we give in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comment 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 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 and proper returns adequate for the purpose of our audit
 have been received from the branch not visited by us. The Branch
 Auditor''s report have been forwarded to us and have been appropriately
 dealt with;
 
 (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
 and with the audited returns from the branches;
 
 (d) In our opinion, the balance sheet and profit and loss account dealt
 with by this report comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956 to the
 extent applicable;
 
 (e) On the basis of written representation 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;
 
 (f) In our opinion and to the best of our information and according to
 the explanation given to us, the said accounts, read together with the
 Significant Accounting Policies and Notes thereon, give the information
 required by the Companies Act, 1956 in the manner so required and 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 March 31, 2011;
 
 (ii) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of cash flow statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT (as referred to in paragraph 3 of our
 report of even date)
 
 1.(a) The Company has maintained proper records showing full 
 particulars including guantitative details and situation of fixed 
 assets.
 
 (b) These fixed assets have been physically verified by the management
 at regular interval considering the size of the Company and nature of
 assets. No material discrepancies have been noticed on such
 verification.
 
 (c) No disposal of a substantial part of fixed assets of the Company
 has taken place during the year.
 
 2.  (a) As explained to us, the inventories were physically
 
 verified by the management at reasonable intervals during the year.
 
 (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 the nature of its business.
 
 (c) In our opinion and according to the information and explanation
 given to us, the Company has maintained proper records of its
 inventories and the discrepancies noticed on such physical verification
 between physical stock and the book records were not material and have
 been adequately dealt with in the books of account.
 
 3.  (a) As per the records of the Company, it has given
 
 interest free unsecured loans, repayable on demand to its one wholly
 owned subsidiary covered in the register maintained u/s 301 of the
 Companies Act, 1956. The maximum amount involved during the year was Rs.
 13.07 crores and year-end balance was Rs. Nil.
 
 (b) The other terms and conditions are not prima-facie prejudicial to
 the interest of the Company.
 
 (c) The Company has taken interest free unsecured loan from three
 parties being its directors. The maximum amount involved during the
 year was Rs. 22.09 crores and year-end balance was Rs. 16.09 crores
 
 (d) The other terms and conditions of the said loans were not
 prima-facie prejudicial to the interest of the Company.
 
 (e) The principal amounts were repayable on demand. -
 
 4.  The Company has adequate internal control procedure commensurate
 with the size of the Company and nature of its business with regard to
 purchase of inventories and fixed assets and also for sale of goods. We
 have not come across any major weakness in internal control.
 
 5.  (a) Based on the audit procedure applied by us and on
 
 the basis of information and explanations provided by the management,
 we are of the opinion that the transactions that needed to be entered
 in to a register in pursuance of Section 301 of the Companies Act, 1956
 have been so entered.
 
 (b) The Company is dealing in the items which requires technical
 appraisal and expertise in determining the prevailing market prices as
 on the date of the transaction and in the absence of required
 information and records, we are unable to express our opinion in
 respect of transaction made in pursuance of contracts or arrangements
 entered in the register maintained u/s 301 and exceeding the value of Rs.
 5,00,000/- during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 6.  During the year, the Company has not accepted any deposits to which
 provisions of Sections 58A and 58AA of the Companies Act, 1956 or any
 other provisions of the Act will apply.
 
 7.  The Company has internal audit function performed by a firm of
 Chartered Accountants. In our opinion, the internal audit system is
 commensurate with the size of the Company and nature of its business.
 
 8.  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.
 
 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, Value Added Tax, Wealth Tax, Custom Duty,
 Excise Duty, Cess and other statutory dues with the appropriate
 authorities. According to the information and explanation given to us,
 there are no undisputed amounts payable in respect of such statutory
 dues which have remained outstanding as at March 31, 2011 for a period
 of more than six months from the day they become payable.
 
 (b) According to information and explanation given to us and as per the
 records of the Company, the following statutory dues have not been
 deposited on account of disputes:
 
 Name of       Nature       Period of       Amount        Forum
 the Statue    of           dispute              Rs.        where
               demand                      (in crore)     dispute is
                                                          pending
 
 Customs       Customs      1998-1999         0.02        CESTAT
 Act, 1962     Penalty      2002-2003         0.01        CESTAT
 
 Customs       Customs      April 2005      190.42        Bombay
 Act, 1962     Duty &       to March                      High 
                                                          Court
               Penalty       2009
 
 10.  The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 financial year.
 
 11.  Based on our audit procedure and on the basis of information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to any bank. The Company
 has neither taken any loans from financial institutions nor has issued
 debentures.
 
 12.  The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 13.  The provisions of any Special Statue applicable to Chit Funds,
 Nidhis or Mutual Benefit Funds/Societies are not applicable to the
 Company.
 
 14.  The Company is not dealing in or trading in shares, securities,
 debentures, or other investments and hence, requirement of clause (xiv)
 of the.Order is not applicable to the Company.
 
 15.  According to the information and explanation given to us, the
 Company has given guarantee for loan taken by its indirect subsidiary
 from a bank, the terms and conditions whereof in our opinion are not
 prima-facie prejudicial to the interest of the Company,
 
 16.  The Company has not taken any Term Loans during the year.
 
 17.  According to Cash flow statements and other records examined by us
 and on the basis of the information and explanations received, the
 Company has not applied short term borrowings for long terms use.
 
 18.  The Company has not made any preferential allotment of shares
 during the year to parties or companies covered in the register
 maintained u/s 301 of the Companies Act, 1956.
 
 19.  Since the Company does not have any debentures, the question of
 creation of securities for debentures does not arise.
 
 20.  Since the Company has not raised money by public issue, clause
 (xx) of the Order is not applicable.
 
 21.  In our opinion and according to the information and explanations
 given to us, no material fraud on or by the Company has been noticed or
 reported during the year.
 
                                                   For J. K. SHAH & CO.
 
                                                  Chartered Accountants
                                                           FRN: 109606W
 
                                                      Sanjay A. Gandhi
 
                                                               Partner 
 
 Mumbai, May 30, 2011                             Membership No. 48570