1 We have audited the attached Balance Sheet of RICHA INDUSTRIES
 LIMITED (the company) as at 31st March, 2011, the Profit & Loss
 Account and the Cash Flow Statement for the year ended on the 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing 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 (the
 Order) 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 paragraph 4 & 5 of
 the said Order, to the extent applicable to the Company.
 
 4 Further to our comments in 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 it appears from our examination of those
 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 the
 Cash Flow Statement dealt with by this report comply with the
 accounting standards referred 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 31st March , 2011 and taken on record by the Board of Directors,
 we report that none of the director is disqualified as on 31st March,
 2011 from being appointed as directors 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 explanations given to us, the said accounts 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 principal
 generally accepted in India;
 
 1 in the case of Balance Sheet, the state of affairs of the Company as
 at 31st March, 2011;
 
 2 in the case of Profit & Loss Account, the profit for the year ended
 on the date; and
 
 3 in the case of the Cash Flow Statement, the Cash flows for the year
 ended on that date.
 
 Annexure to Auditors'' Report
 
 Annexure referred to in paragraph 3 of the auditors'' report of even
 date to the Members of RICHA INDUSTRIES LIMITED, on the financial
 statements for the year ended 31st March, 2011, we report that:
 
 (i) (a) the Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets;
 
 (b) as explained to us, the fixed assets have been physically verified
 by the management 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 noticed on such physical
 verification;
 
 (c) no substantial part of fixed assets has been disposed off during
 the year; 
 
 (ii) In respect of Inventories
 
 (a) the inventory has been physically verified by the management at
 regular intervals during the year. In our opinion, the frequency of
 verification is reasonable;
 
 (b) in our opinion and according to 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 is maintaining proper records of inventory. As
 explained to us, there was no material discrepancies noticed on
 physical verification of inventory as compared to the books records;
 
 (iii) (a) The company has not granted any loan, secured or unsecured to
 Companies, firms or other parties covered in the register maintained
 under Sec 301 of the Act. Accordingly Clause 3(b), 3(c), 3(d) of the
 Companies (Auditors'' Report ) Order, 2003 are not applicable to the
 Company;
 
 (b) The Company has taken unsecured loan from company, firms, parties
 covered in register maintained under section 301 of the Act. The number
 of parties is two (Richa Building Systems Ltd. Rs. 1154.50 Lac and
 Richa Holdings Ltd. Rs. 962.50 Lac) amount involved is Rs. 2117 Lac.
 The Company has not taken any secured loan from company, firms, parties
 covered in register maintained under section 301 of the Act;
 
 (c) Rate of interest is Nil and other terms and conditions of loans
 taken by the company, secured or unsecured, are not prima facie
 prejudicial to the interest of the company; and
 
 (d) Repayment of principal amounting to Rs.672.50 lac (Two parties).
 
 (e) Balance outstanding as on 31.03.2011 is Rs.2117 Lac (Two
 party),which is repayable on demand.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventory and fixed assets and also for the sale of goods
 and services. During the course of our audit, we have not observed any
 weakness in internal controls;
 
 (v) (a) In respect of contracts or arrangements referred to in Section
 301 of the Act all particulars have been entered in the register
 required to be maintained under that section; and
 
 (b) In our opinion and according to the information and explanations
 given to us, there are no transactions in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 The Companies Act, 1956 aggregating during the year to Rs. 500000/-
 (Rupees Five Lac Only) or more in respect of each party;
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposit from the public,
 and hence, the directives issued by the Reserve Bank of India and
 provisions of Section 58A, and 58AA or any other relevant provisions of
 the Companies Act, 1956 and the rules framed there under are not
 applicable. No order has been passed by the Company Law Board or
 National Company Law Tribunal or Reserve Bank of India or any court or
 any other Tribunal.
 
 (vii) The Company has an internal audit system, the scope and coverage
 of which is commensurate with its size and nature of its business.
 
 (viii) The Central Government has not prescribed the maintenance of
 cost records under Section 209(1)(d) of the Companies Act, 1956 in
 respect of companys'' activities.
 
 (ix) I n 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, Custom
 Duty, Excise Duty, Cess, Service Tax and other statutory dues have been
 generally regularly deposited with the appropriate authorities.
 According to the information and explanations given to us, no
 undisputed amount payable in respect of the aforesaid dues were
 outstanding as at 31st March, 2011 for a period of more than six months
 from the date of becoming payable;
 
 (b) As per the records of the Company, the Company has no disputed dues
 of Sales Tax/ Income Tax/ Custom Duty/Excise Duty/Education Cess /
 Service Tax / Wealth Tax / as on 31st March, 2011;
 
 (x) The Company does not have accumulated losses as at the end of
 financial year. The Company has not incurred any cash losses in the
 financial year covered by our audit and in the immediately preceding
 financial year;
 
 (xi) The Company has not defaulted in repayment of dues to any
 financial institution or bank or debentures holder as on the Balance
 Sheet date;
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures or other securities;
 
 (xiii) I n our opinion, the company is not a chit fund / nidhi / mutual
 benefit fund / societies. Therefore, the provisions of clause (xiii) of
 paragraph 4 of the Order are not applicable to the Company;
 
 (xiv) The Company has maintained proper records of the transactions and
 contracts in respect of dealing or trading in shares, securities,
 debentures and other investments and timely entries have been made
 therein.  All shares, securities, debentures and other investments have
 been held by the Company in its own name;
 
 (xv) The Company has not given any guarantee for loans taken by others
 from banks or financial institutions during the year;
 
 (xvi) In our opinion and according to information and explanations
 given to us, term loans had been applied for the purpose for which the
 loans were obtained;
 
 (xvii) On the basis of an overall examination of the Balance Sheet of
 the Company, in our opinion, there are no funds raised on a short term
 basis which have been used for long term investments;
 
 (xviii) 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 Act,1956;
 
 (xix) The Company has not issued any debentures;
 
 (xx) The Company has not raised any money by way of public issue during
 the year under audit;
 
 (xxi) 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.
 
                                                    For Tayal & Co
                                             Chartered Accountants
                                    (Firm Registration No. 001845N)
 
                                                    (CA R.A. Gupta) 
                                                           Partner
                                              Membership No 080997
 
 Place : Faridabad 
 Date  : May 30, 2011