1.  We have audited the attached Balance Sheet of Suraj Industries
 Limited as at March 31, 2010 and also the Profit and Loss Account and
 the Cash Flow Statement for the year ended on that date, annexed
 thereto. These financial statements are the responsibility of the
 companys 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 mis-statements. 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 (Auditors 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 said
 Order.
 
 4.  Attention is drawn to note no 4 of part B of Schedule I to the
 effect that these accounts have been prepared without following the
 going concern assumption on the closure & cessation of the business by
 the company and disposal of major assets in preceding years.
 
 5.  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 account as required by law have been
 kept by the company, so far, as appears from our examination of those
 books;
 
 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;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards as referred to in section 211(3C) of the Companies Act, 1956.
 
 e) On the basis of written representations received from the directors,
 as on 31st March, 2010, and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2010 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 f) To the best of our knowledge & belief, the provisions of Section
 441A of the Companies Act, 1956 regarding the levy & collection of cess
 on turnover or gross receipts of the Company, have not yet been
 notified by the Central Government. Accordingly, we are unable to
 express our opinion on the compliance of the said section in terms of
 clause(g) of sub-section 3 of section 227 of the Companies Act, 1956
 and clause 9 of the Annexure attached to this report.
 
 g) In our opinion and to the best of our information and according the
 explanations given to us, the said accounts, together with the 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, 2010; and
 
 II.  in the case of the Profit and Loss Account, of the loss of the
 company, for the year ended on that date.
 
 III.  in the case of Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE
 TO THE MEMBERS OF SURAJ INDUSTRIES LIMITED FOR THE YEAR ENDED MARCH 31,
 2010.
 
 1.  a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) During the year, Fixed assets of the Company have been physically
 verified by the management which, in our opinion, is reasonable having
 regard to the size of the company and the nature of its fixed assets.
 As mentioned to us no serious discrepancies were noticed by the
 management on such verification.
 
 c) The company has not disposed off its fixed assets during the year.
 
 2.  a) Since there is no inventory as at the end of the year with the
 company hence clause relating to physical verification and maintaining
 of proper records of inventory is not applicable for the year.
 
 3.  a) The company has not taken any loan secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.  
 
 b) There are no companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956 to
 which the company has granted loans.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business for the purpose of purchase and sale of goods, material, fixed
 assets and services. During the course of our audit, on random test
 check basis, no major weakness has been noticed in the internal
 controls in respect of these areas.
 
 5.  a) Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 maintained under section 301 have been so entered. 
 
  b) According to the information and explanations given to
 us, there are no transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 and
 exceeding the value of five lakhs rupees, in respect of any party
 during the year.
 
 6.  To the best of our knowledge & belief and according to information
 & explanations given to us, the company has complied with the
 provisions of sections 58A, 58AA and other applicable provisions of the
 Companies Act, 1956 and rules framed thereunder, wherever applicable,
 for accepting deposits from public.
 
 7.  Consequent to cessation of operations in both the segments of the
 company viz Vanaspati and the liquor division in the earlier years, the
 internal audit was not carried out by the company during the year, as
 explained to us, in view of the size and nature of the business carried
 on by the company during the year.
 
 8.  Pursuant to the rules made by the Central Government for the
 maintenance of cost records in respect of the Vanaspati segment, under
 section 209 (1) (d) of the Companies Act, 1956, we are of the opinion
 that, prima facie, the prescribed accounts and records, relating to
 materials, labour and other items of cost, have not been made and
 maintained for the year as there was no manufacturing activity for the
 year under review.
 
 9.  a) According to the records of the company, the company is
 generally regular in depositing with appropriate authorities,
 undisputed statutory dues including Investor Education Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable
 to it.
 
 b) According to the records of the company and information and
 explanations given to us, there are no dues of Sales Tax, Income Tax,
 Custom Duty, Service Tax, Wealth Tax, Excise Duty and Cess on account
 of any dispute.
 
 10.  The company has accumulated losses of Rs. 1030.68 lacs (Rs.
 1019.71 Lacs in Previous year), which are more than fifty percent of
 its net worth as at March 31st 2010. It has incurred cash loss during
 the year of Rs.10.58 Lacs P/Y Rs. Nil.
 
 11.  Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 company has not defaulted in repayment of dues to banks. However, there
 are no dues payable to financial institutions or debenture holders.
 
 12.  According to information and explanations given to us and based on
 the documents and records produced before us, the company has not
 granted any loans or advances 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 a nidhi / mutual
 benefit fund / society. Therefore, there is no special statute
 applicable to the company, hence provisions related to requirement of
 NOF, prudential norms for income recognition, appraisal of credit
 proposal etc. are not required to be complied by the company.
 
 14. Based on our examination of the records, in our opinion, the
 company is not dealing in or trading in shares, securities, debentures
 and other investments. Accordingly, the provisions of clause regarding
 proper records of transactions and contracts in respect of shares etc.,
 is not applicable to the company.
 
 15.  Based on our audit procedure and on the information and
 explanations given by management, the Company has not given any
 guarantee for loans taken by others from bank or financial
 institutions.
 
 16.  In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 17.  According to the information and explanation given to us and on an
 overall examination of the balance sheet of the company, we report that
 on the Balance Sheet date, the company has not raised any funds on
 short term basis which have been used for long-term investments by the
 company.
 
 18.  According to the information and explanation given to us, the
 company has not made any preferential allotment of shares during the
 year.
 
 19.  The company has not issued any debentures during the year.
 
 20.  The company has not raised any money through a public issue during
 the year.
 
 21.  Based upon the audit procedures performed for the purpose of
 reporting true and fair view of the financial statements and as per the
 information and explanations given by the management, we report that no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
 
                                                 For TAS ASSOCIATES
                                               Chartered Accountants
                                         Firm Registration No: 10520 N
 
                                                       Sd/-
                                                (Mukesh Agrawal)
                                                     Partner 
                                                 M. No.: 090582
 
 Place : NOIDA
 
 Date  : 1st September, 2010