We have audited the attached Balance Sheet of RSC International Ltd. as
 on 31st March, 2011 and the Profit & Loss Account and Cash Flow
 Statement of the Company for the year ended on 31st March, 2011. These
 financial statements are the responsibility of the management of the
 company.  Our responsibility is to express an opinion on the financial
 statements based on our audit.
 
 We have conducted our audit in accordance with auditing standards
 generally accepted in India. These 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 amount 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.
 
 1.  As required by the Companies (Auditors Report) order, 2003 issued
 by the Company Law Board in terms of Section 227(4A) of the Companies
 Act, 1956, our report is given in Annexure on the matters specified
 therein.
 
 2.  Further to our comments in Annexure annexed to this report, we have
 to report that:
 
 i) 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.
 
 ii) 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 such
 books. 
 
 iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 referred to in this report are in agreement with the books of account.
 
 iv) In our opinion, Balance Sheet, and Profit & Loss Account comply
 with the Accounting Standards referred to in Sub-section 3© of Section
 211 of the Companies Act,l956.
 
 v) Based on written representations made by all the directors of the
 Company as on 31.3.2011 and taken on record by Board of Directors of
 the company, none of the directors of the Company is disqualified as on
 31.3.2011 from being appointed as a director in terms of clause (g) of
 sub section (1) of Section 274 of the Companies Act, 1956.
 
 vi) In our opinion and to the best of our information and according to
 the explanations given to us the said accounts read together with the
 notes and accounting policies attached thereto give the information
 required by the Companies Act, 1956 in the prescribed manner and give a
 true and fair view:-
 
 a) In the case of Balance Sheet of the state of affairs of the Company
 as on 31.03.2011;
 
 b) In the case of Profit & Loss Account of the profit for the year
 ended on 31.03.2011; and
 
 c) In the case of Cash Flow Statement, of the cash flows for the year
 ended on 31.03.2011.
 
 ANNEXURE REFERRED TO IN PARAGRAPH : 1 OF OUR REPORT OF EVEN DATE
 
 1.  In respect of Fixed Assets:
 
 (a) The Company has maintained proper records to show full particulars
 including quantitative details and situation of fixed assets on the
 basis of available information.
 
 (b) The fixed assets have been physically verified by the management
 during the year in phased periodical manner, which in our opinion is
 reasonable, having regard to size of the company and nature of its
 assets. No material discrepancy was noticed on such verification.
 
 (c) In our opinion, the company has not disposed of any fixed assets
 during the year and the going concern status of the company is not
 affected.
 
 2.  In respect of inventories:
 
 (a) As explained to us, inventories have 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, the procedure of physical verification of inventory
 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 inventories. As
 explained to us, the discrepancies noticed on physical verification of
 stocks as compared to book records were not material.
 
 3.  The company has not taken unsecured loan from the parties listed in
 the register maintained u/s 301 of the Companies Act, 1956. The company
 has not granted any loan, secured or unsecured to companies, firms or
 other parties listed in the registers maintained u/s 301
 
 4.  In our opinion and according to information and explanations given
 to us, there are adequate internal control procedures commensurate with
 the size of the company and nature of its business for purchase of
 inventory, fixed assets and also sale of goods. During the course of
 our audit no major weakness have been observed in the internal
 controls.
 
 5.  In respect of transactions covered u/s 301 of the Companies Act,
 1956:
 
 (a) In our opinion and according to information and explanations given
 to us, the transactions that needed to be entered into the register in
 pursuance of Section 301 of the Act have been so entered.  ''
 
 (b) In our opinion, the transactions made in pursuance of contracts or
 arrangements entered into the register maintained u/s 301 of the
 Companies Act, have been made at prices which are reasonable having
 regard to the prevailing market price.
 
 6.  According to information and explanations given to us, the company
 has not accepted any deposits from public therefore provisions of
 Section 58-A and 58AA of the Companies Act, 1956 and rules made
 there under are not applicable to the company.
 
 7.  The Company does not need any type of internal audit system looking
 to its size and nature of its business.
 
 8.  The Central Government has not prescribed maintenance of cost
 records for products of the company u/s 209(1) (d) of the Companies
 Act, 1956 therefore no such records have been maintained by the
 company.
 
 9.  a) The company is generally regular in depositing undisputed
 statutory dues including provident fund, employees state insurance,
 investor education and protection fund, income tax, sales tax, wealth
 tax, custom duty, excise duty, cess and other statutory dues with the
 appropriate authorities.  According to information and explanations
 given to us, undisputed amounts payable in respect of income tax
 amounting to Rs. 182/ were outstanding as at 31st March, 2011 for a
 period more than six months from the date they became payable.
 
 b) There are no disputed statutory dues.
 
 10.  The company has brought forward accumulated losses of Rs.
 185.83.118/ and has not incurred cash.
 
 11.  According to information and explanations given to us, the company
 has not defaulted in repayment of dues to financial institutions.
 
 12.  In our opinion and according to information and explanations given
 to us, no loans and advances have been granted by the company 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 Nidhi/ Mutual
 Benefit Fund/Society. Therefore Clause 4(xiii) of the Companies
 (Auditors'' Report) Order, 2003 is not applicable to company.
 
 14.  The company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 15.  According to information and explanations given to us and the
 records examined by us, the company has not given any guarantee for
 loan taken by others from banks or financial institutions.
 
 16.  No term loan has been raised by the company during the year.
 
 17.  On the basis of overall examination of the Balance Sheet and the
 information and explanations given to us, we report that the company
 has not utilised any funds raised on short term basis for long term
 investment.
 
 18.  The company has not made any preferential allotment of shares to
 parties or companies covered in the register u/s 301 of the Companies
 Act, 1956.
 
 19.  The company has not issued any debenture. Therefore, Clause 4
 (xix) of the Companies (Auditors'' Report) Order, 2003 is not
 applicable to company.
 
 20.  The company has not raised any money through a public issue during
 the year.
 
 21.  In our opinion and according to information and explanations given
 to us, no fraud on or by the company has been noticed or reported
 during the year, that causes the financial statements to be materially
 misstated.
 
 
 Place: Jaipur                           For Vimal Agrawal & Associates
 
 Dated: 30th May, 2011                   Chartered Accountants
 
                                            (FRN: 004187C)
 
 
 
                                            (V. K. Agrawal)
 
                                                Partner