1.  We have audited the attached Balance Sheet of M/s. Resurgere Mines
 & Minerals India Limited as at 31st March, 2012, statement of Profit
 and Loss Account and also the 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 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 disclosure 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 (Auditor''s Report) Order, 2003, issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of ''The Companies Act, 1956'' we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 4.  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 accounts as required by law have
 been kept by the Company so far as appears from our examination of
 those books.
 
 c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Act.
 
 e) On the basis of written representations received from the directors,
 as on March 31, 2012 and taken on record by the Board of Directors,
 none of the directors is disqualified as on March 31, 2012 from being
 appointed as a director in terms of clause (g) of subsection (1) of
 Section 274 of the Act.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the loss for
 the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
                                        
 Annexure to the Auditors Report
 
 Annexure referred to in Paragraph 3 of Auditors Report to the members
 of M/s. Resurgere Mines & Minerals India Limited for the year ended
 31st March 2012.
 
 As required by the Companies (Auditors Report) Order, 2003 and
 amendments thereto and according to the information and explanation
 given to us during the course of the audit and on the basis of such
 checks of the books and records as were considered appropriate we
 report that:
 
 (i) a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) The fixed assets of the Company have been physically verified by the
 Management during the year and no material discrepancies have been
 noticed on such verification. In our opinion, the frequency of
 verification is reasonable.
 
 c) The Company has not disposed off any substantial part of its fixed
 assets during the year.
 
 (ii) a) As explained to us, management has conducted physical
 verification of inventories during the year at reasonable intervals.
 b) The procedures of physical verification of the 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 and
 discrepancies noticed on physical verification of inventories as
 compared to book records were not material.
 
 (iii) a) The Company has neither granted nor taken any loans, Secured
 or Unsecured, to companies, firms, or other parties covered in the
 register maintained under Section 301 of the Companies Act 1956.
 Therefore, the provisions of clause 4(iii) ((b), (c), and (d)/(f) and
 (g)) of the said order is not applicable.
 
 (iv) In our opinion and according to the information and explanation
 given to us, there is adequate internal control system commensurate
 with the size of the company and the nature of its business for the
 purchase of fixed assets and inventory and for the sale of services.
 Further, on the basis of our examination of the books and records of
 the Company, and according to the information and explanations given to
 us, we have neither come across, nor have been informed of, any
 continuing failure to correct major weaknesses in the aforesaid
 internal control system.
 
 (v) a) Based on the audit procedures performed by us, we are of the
 opinion that particulars of contracts or arrangements referred to in
 Section 301 of the Act have been entered in the register required to be
 maintained under that section.
 
 b) The transactions made in pursuance of such contracts or arrangements
 have been made at prices which are reasonable having regard to
 prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion and as per the information and explanation given
 to us, the company has an internal audit system commensurate with the
 size and nature of its business.
 
 (viii) We are informed by the management that the Central Government
 has not prescribed for maintenance of Cost Records under section 209(1)
 (d) of the Companies Act, 1956 for the products of the company.
 
 (ix) a) According to the records of the Company, the undisputed
 statuary dues including Provident Fund, Sales Tax, Wealth Tax, Services
 Tax, Customs Duty, Excise Duty, and Cess except Income tax have
 generally not been regularly deposited with the appropriate
 authorities. According to the information and explanations given to us,
 there are no undisputed amount payable in respect of such statutory
 dues, except Income Tax for Assessment Year 08-09 Rs. 131.73 Lacs, for
 Assessment year 09-10 Rs. 1,308.70 Lacs, for Assessment year 10-11 Rs.
 852.06 Lacs, for the Assessment Year 11-12 Rs. 41.66 Lacs (as per ITR
 or Assessment order), Tds on Salary Rs. 6.78 Lacs, Service Tax Rs. 5.31
 Lacs and Provident Fund Rs. 6.71 Lacs which have remained outstanding
 as at 31st March, 2012 for the period more than six months from the
 date they became payable.
 
 b) According to the information and explanations given to us, the
 Company has no dues of Income Tax, Sales Tax, Wealth Tax, Services Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited on
 account of disputes with the related authorities.
 
 (x) The Company has no accumulated losses at the end of the financial
 year, whereas, company has incurred cash losses of Rs. 1511.50 Lacs in
 the current financial year.
 
 (xi) In our opinion and according to the information and explanation
 given to us the Company has defaulted in repayment of its dues to banks
 and financial institutions are as follows:
 
 Sl.  Name of Institution    Default in Repayment of      
 No.  Term Loan from           
                                 Principal      Interest
                                    Amount        Amount
 
 1.   Union Bank of India       Rs. 619.48    Rs. 112.86  
                                      Lacs          Lacs  
 
 2.   Working Capital Loan   Rs. 10,239.37  Rs. 1,809.45
      from State Bank of              Lacs          Lacs
      India, Union  Bank 
      of India, Bank of 
      India, Indusland 
      Bank and Barclays
      Bank
 
 
 Sl.  Name of Institution     For the month     Date of Payment
 No.  Term Loan from           
 
 1.   Union Bank of India     From May,2011     Not Yet Paid
                              to March, 2012
 
 2.   Working Capital Loan    From Jan, 2011    Not Yet Paid 
      from State Bank of      to March, 2012
 
 (xii) The Company has not granted any loans or advances on the basis of
 security by way of pledge of Shares, Debentures or Other Securities.
 
 (xiii) The provisions of any Special Statute application to Chit Fund,
 Nidhi or Mutual Benefit Fund/Societies are not application to the
 company.
 
 (xiv) According to the information and explanation given to us the
 company is not dealing or trading in shares, securities, debentures or
 other investments.
 
 (xv) The Company has not given any guarantees for loans taken by others
 from banks and financial institutions.
 
 (xvi) The Company has not taken any term loans during the year hence
 clause (xvi) of the said order is not applicable.
 
 (xvii) On an overall examination of the balance sheet of the company,
 we report that no funds raised on Short - term basis have been used for
 Long - term investment.
 
 (xviii) The Company has not made any preferential allotment of Equity
 Shares during the year to parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) On the Basis of our examination and according to the information
 and explanation given to us, no fraud, on or by the company, has been
 noticed or reported during the year.
 
 
 
                                        For G. L. Mangal & Associates
                                                Chartered Accountants
                                        Firm Registration No: 131017W
 
                                              CA. Girdhari Lal Mangal
                                                           Proprietor
                                                Membership No. 076305
 
 Place: Mumbai 
 Date: 30th May, 2012