1.  We have audited the attached Balance Sheet of VIKASH METAL & POWER
 LIMITED as at 31st March, 2011 and also the Profit & Loss Account and
 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 disclosures 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 (as
 amended) issued by the Central Government in terms of sub-section (4A)
 of Section 227 of the Companies Act, 1956 and on the basis of such
 checks as we considered appropriate, and according to the information
 and explanations given to us, we enclose in the Annexure a statement on
 the matters specified in paragraphs 4 and 5 of the said Order to the
 extent applicable to the Company.
 
 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 purposes 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 & 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 Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to in sub-section (3C) of Section 211 of the
 Companies Act, 1956;
 
 e) On the basis of the written representations received from the
 directors and taken on record by the Board of Directors, none of the
 directors is disqualified as on 31 st March, 2011 from being appointed
 as a director 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 statements of accounts, read
 with the Accounting Policies & 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 31st March, 2011,
 
 ii.  in the case of the Profit & Loss Account, of the profit of the
 Company for the year ended on that date, and
 
 iii.  in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure to the Auditors'' Report
 
 (Referred to in Paragraph 3 of our Report of even date to the members
 of Vikash Metal & Power Limited on the financial statements for the
 year ended 31st March, 2011).
 
 (i) (a) The Company has maintained proper records to show full
 particulars, including quantitative details and situation of its fixed
 assets.
 
 (b) We are informed that fixed assets of significant value have been
 physically verified by the management at reasonable intervals, in a
 phased programme and no material discrepancies were noticed in respect
 of the assets verified.
 
 (c) The Company has not made any substantial disposal of Fixed Assets
 during the year.
 
 (ii) (a) As explained to us, inventories have been physically verified
 by the management during the year at reasonable intervals.
 
 (b) In our opinion, 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) In our opinion, the Company has maintained proper records of
 inventories and the discrepancies noticed on physical verification as
 compared to book records were not material.
 
 (iii) (a) The Company has not granted any loan during the year to
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956. Accordingly, clauses
 (iii)(b), (c) and (d) of Para 4 of the Order are not applicable to the
 Company.
 
 (b) The Company has taken interest free unsecured loans from four
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956. The maximum amount involved during the year and
 the year-end balance of such loans are ? 25,239.31 Lacs and Rs.
 16,965.62 Lacs respectively.
 
 (c) The terms and conditions of loans taken as aforesaid are prima
 facie not prejudicial to the interest of the Company.
 
 (d) In respect of the aforesaid loans taken by the Company, there are
 no stipulations as to repayment thereof.
 
 (iv) 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 nature of its business,
 for the purchase of inventory and fixed assets and for the sale of
 goods. Further, on the basis of our examination of the books and
 records of the Company, we have neither come across nor have we been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 (v) (a) To the best of our knowledge and belief and according to the
 information and explanations given to us, we are of the opinion that
 the particulars of the contracts or arrangements that need to be
 entered in the register maintained under Section 301 of the Companies
 Act, 1956, have been so entered.
 
 (b) In our opinion, the transactions made in pursuance of such
 contracts or arrangements and exceeding the value of five lakh rupees
 in respect of any party during the year 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 deposit during the year from the
 public within the meaning of the provisions of Sections 58A and 58AA of
 the Companies Act, 1956, and the rules framed there under.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account and records
 maintained by the Company pursuant to the Order made by the Central
 Government for maintenance of cost records u/s 209(1 )(d) of Companies
 Act, 1956 and are of the opinion that prima fade the prescribed
 accounts and records have been made and maintained. The contents of
 these accounts and records have not been examined by us.
 
 (ix) (a) According to the books and records examined by us, the Company
 is generally regular in depositing undisputed statutory dues Service
 Tax, Custom Duty, Sales Tax, Provident Fund, Professional Tax, Excise
 Duty and Cess.
 
 According to the information and explanations given to us, there are no
 undisputed outstanding statutory dues as at 31 st March, 2011 for a
 period exceeding six months from the date they became payable.
 
 (b) According to the records of the Company and the information and
 explanations given to us and upon our enquiries in this regard, details
 of statutory dues which have not been deposited on account of any
 dispute are as stated in Note 1 in Schedule 19 to the accounts.
 
 (x) The Company has neither accumulated losses at the end of the
 financial year nor has it incurred cash losses in the financial year
 under report or in the immediately preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given to us, the Company has not defaulted in repayment of
 loans and interest to banks and financial institutions except delays
 for few days in payment of interest on term loan on certain occasions.
 The term loan instalment and interest due on 31st March, 2011 for Rs.
 1,087.30 Lacs has since been paid.
 
 (xii) As explained to us, 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) Clause (xiii) of the Order is not applicable, as the Company is
 not a chit fund company or nidhi/mutual benefit fund/society.
 
 (xiv) The Company has maintained proper records of the transactions in
 respect of investments made during the year and timely entries have
 been made therein. All investments are held by the Company in its own
 name.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 (xvi) The Company has not raised any new term loan during the year. The
 term loans outstanding at the beginning of the year were applied for
 the purposes for which they were taken.
 
 (xvii)ln our opinion, and according to the information and explanations
 given to us, the funds raised on short-term basis have not been used
 for long-term investment.
 
 (xviii)The Company has not made fresh allotment of shares during the
 year to parties and companies covered in the Register maintained u/s
 301 of the Companies Act, 1956.
 
 (xix) No debentures have been issued by the Company and hence the
 question of creating security or charge in respect thereof does not
 arise.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) 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 S.JAYKISHAN
                                                Chartered Accountants
                                                          FRN:309005E
 
 
                                                          CAV.NEWATIA
 Place :Kolkata                                               Partner
 Dated : The 30th day of May, 2011                      M. No. 062636