1.  We have audited the attached Balance Sheet of M/S SURAJ LIMITED as
 at 31st March 2011 and Profit & 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 amount and
 disclosures in the Financial Statement. 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, as
 amended by the companies (Auditor''s Report) (amendment) order, 2004
 issued by the Central Government of India, in terms of Section 227(4A)
 of the Companies Act, 1956, we give in the Annexure, a statement on the
 matters specified in paragraphs 4 and 5 of the said order.
 
 4.  Further to our comments in the Annexure referred to in Paragraph 3
 above, we report that: 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.
 
 a) 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.
 
 b) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 c) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with this report comply with the Accounting
 Standards referred to in Section 211(3C) of the Companies Act, 1956 to
 the extent applicable.
 
 d) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, none of the Directors of
 the company are prima facie disqualified as on 31st March 2011 from
 being appointed as Directors of the company in terms of clause (g) of
 Section 274(1) of the Companies Act, 1956.
 
 e) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts together with the
 Significant Accounting Policies and other notes in schedule 18 thereon,
 give the information required under 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 Balance Sheet, of the state of affairs of the company
 as at 31st March 2011.
 
 ii) In the case of Profit & 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 AUDITORS'' REPORT
 
 Annexure referred to in paragraph 3 of the Auditor''s report to the
 members of M/S SURAJ LIMITED (Formerly known as Suraj Stainless Ltd).
 on the accounts for the year ended 31st March, 2011.
 
 (i) (a) According to the information and explanation given to us, the
 fixed assets records showing full particulars including quantitative
 details and situation of fixed assets are under compilation.
 
 (b) All the fixed assets have not been physically verified by the
 management during the year, but there is a regular programme of
 verification at reasonable intervals , which in our opinion, is
 reasonable having regard to the size of the Company and the nature of
 its assets. No material discrepancies between the book records and the
 physical inventory have been noticed on such verification.
 
 (c) The company has not disposed of substantial part of its fixed
 assets during the year.
 
 (ii) (a) The Inventories lying with the company have been physically
 verified at reasonable intervals during the year by the management .In
 our opinion the frequency of such verification is adequate.
 
 (b) In our opinion and according to information and explanations given
 to us, the procedures for 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) On the basis of our examination of the inventory records, in our
 opinion the company has maintained proper records of inventory and
 according to the records of the company, the discrepancies noticed on
 physical verification of inventory as compared to book records were not
 material and have been properly dealt within the books of account.
 
 (iii) (a) According to the information & explanations given to us, the
 Company has Granted Interest free unsecured loans, to two companies,
 covered in the Register maintained under section 301 of Companies Act,
 1956. The maximum amount involved during the year was Rs. 1201 Lacs and
 aggregate outstanding amount of such loan at the year end is Rs. NIL.
 
 (b) According to the information & explanations given to us, the
 Company has taken Interest free unsecured loans from one company
 covered in the Register maintained under section 301of the Act. The
 maximum amount involved during the year was Rs. 400 Lacs and aggregate
 outstanding amount of such loan at the year end is Rs. 10 Lacs.
 
 (c) The above loan is interest free and other terms and conditions of
 such loan is not prima-facie prejudicial to the interest of the
 company.
 
 (d) In respect of the aforesaid loan, there are no overdue amounts.
 
 (iv) In our opinion and on the basis of test checks carried out by us,
 it appears that there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business, with regard to purchase of inventory, fixed assets and for
 the sale of goods. Further, on the basis of our examination of the
 books of account 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) As there are no transactions that need to be entered into the
 register maintained under section 301 of the Companies Act, paragraph
 4(v)(a)(b) of the order is not applicable
 
 (vi) The Company has not accepted deposits from the public within the
 meaning of Section 58A and 58AA or any other relevant provisions of the
 Companies Act, 1956 and the Rules framed there under.
 
 (vii) Internal audit is carried out by a firm of Chartered Accountants.
 On the basis of the reports made by them to the management, in our
 opinion, the Internal Audit System is commensurate with the size and
 nature of its business.
 
 (viii) The Central Government has prescribed maintenance of the cost
 records under section 209(1)(d) of the companies Act,1956 in respect of
 the Company''s products. As per the information and explanations
 provided to us, we are of the opinion that prima facie, the prescribed
 records have been made and maintained.  We have however not made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 (ix) (a) According to the information and explanations given to us and
 the records of the company examined by us, we are of the opinion that
 the company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 income-tax, Vat, wealth tax, service tax, custom duty, excise duty,
 cess and other statutory dues as applicable, with the appropriate
 authorities in India. Based on our audit procedures and according to
 the information and explanations given to us, and records of the
 company, there are no arrears of statutory dues which has remained
 outstanding as at 31st March 2011 for a period of more than Six months
 from the date they became payable.
 
 (b) According to the information and explanations given to us, and the
 records of the company, disputed amounts payable in respect of Income
 Tax and Sales Tax not deposited with the appropriate authorities are as
 under:
 
 Name of Statue  Nature of    Disputed     Period to  Forum where
                 Dues         Amount       which the  dispute 
                              Rs.          amount     is pending
                                                      relates 
 
 Sales Tax Act   Sales Tax    2,24,379/-   2003-04    Sales Tax 
                                                      Appellate
                                                      Commissioner 
                                                      Ahmedabad.
 
 Sales Tax Act   Sales Tax    1,40,975/-  2004-05     Jt.Commissioner 
                                                      of Commercial 
                                                      Taxes Ahmedabad.
 
 Income Tax Act  Penalty      2,06,340/-  A.Y.        CIT(Appeal)-XIV
                                          2001-02     Ahmedabad
 
 Income Tax Act  Income Tax     92,796/-  A.Y.        CIT(Appeal)-XIV
                                          2007-08     Ahmedabad
 
 Income Tax Act  Income Tax   8,17,920/-  A.Y.        CIT(Appeal)-XIV
                                          2008-09     Ahmedabad
 
 Income Tax Act  Income Tax   2,47,724/-  A.Y.         CIT(Appeal)-XIV
                                          2008-09      Ahmedabad
 
 (x) The Company has no accumulated losses as at 31st March 2011 and has
 not incurred any cash losses during the current financial year and in
 the immediately preceding financial year.
 
 (xi) According to the records of the company, and the information and
 explanations given to us, the company has not defaulted in repayment of
 dues to any financial institution or bank during the financial year.
 
 (xii) The company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion, the provisions of any special statute applicable
 to chit fund / nidhi / mutual benefit fund/ societies are not
 applicable to the company.
 
 (xiv) In our opinion, the company is not a dealing or trading in
 shares, securities, debentures and other investments..
 
 (xv) According to the information and explanations given to us, the
 Company has not given guarantees for loans taken by others from bank.
 
 (xvi) According to information and explanations given to us, in our
 opinion, the term loans have been applied for the purpose for which
 they were obtained/ raised.
 
 (xvii) On the basis of overall examination of the Balance Sheet of the
 Company and information and explanation given to us, in our opinion
 funds raised on short term basis have not been used to finance long
 term Investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year to any parties and companies covered in the register
 maintained under Section 301 of the Companies Act 1956.
 
 (xix) The Company has not issued any debenture during the year.
 
 (xx) The company has not raised any money by way of public issues
 during year.
 
 (xxi) During the course of our examination of the books of account
 carried out in accordance with the generally accepted auditing
 practices in India, and according to information and explanation given
 to us, we have neither come across any instance of fraud on or by the
 company, noticed or reported during the year nor have we been informed
 of such case by the management.
 
 
                                      For, PANKAJ K. SHAH ASSOCIATES 
                                       Firm Registration No. 107352W 
                                               CHARTERED ACCOUNTANTS
 
                                          Pankaj K. Shah (Proprietor) 
                                          M. No. : 34603
 
 Place : Ahmedabad 
 Date : 09-08-2011