2. We have conducted 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 from 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 (Auditors Report) Order, 2003, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, We annex a Statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments above:

(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 accounts, as required by law, have been kept by the company so far as it appears from our examination of those books;

(c) the said Balance Sheet and Profit and Loss Account are in agreement with the books of accounts;

(d) in our opinion the Balance Sheet and the Profit and Loss Account subject to Note No. 1 of Schedule 11 comply with the Accounting Standards referred to in Sub-section 3(C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representation received from the directors and taken on record by the board of directors, we report that none of the directors is disqualified as at 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) 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 thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as on 31st March, 2010; and

(ii) in the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date.

(iii) In case of Cash Flow Statement, of the Cash Flow 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 Vaishnavi Gold Limited)

1) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of all fixed assets.

b) Physical verification of major assets was conducted by the management during the year, 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 verification as compared with book records.

c) During the year, the company has not disposed off any substantial part of its fixed assets.

2) a) The inventory of stocks, stores and spare parts has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures 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) In our opinion the company is maintaining the proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material.

3) The company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained u/s.301 of the Companies Act, 1956.

Since the company has not granted or taken any loans from parties listed in the register maintained u/s.301, clauses 3(b), 3(c) and 3(d) are not applicable.

4) In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories, fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.Consiquently, requirement of clauses (5A) and (5B) of paragraph 4 of the order are not applicable.

6) The Company has not accepted any deposits from public within the meaning of Section 58Aand 58AAof the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted form public during the current financial year.

7) The Company has an internal audit system, which in our opinion is commensurate with the size of the company and the nature of its business.

8) According to the information given to us the Central Government has not prescribed maintenance of cost records u/s.209(1)(d) of the Companies Act in respect of the business of the company.

9) a) The company is regular in depositing undisputed statutory dues with appropriate authorities including provident fund, Employees State insurance, Income Tax, Sales tax, Wealth Tax, Service tax, Custom duty, Excise duty,cess and other material dues applicable to it.

b) There are no undisputed statutory dues outstanding as on 31 st March 2010 for a period of more than six months from the date they become payable.

10) The Company does not have its accumulated losses as on 31 st March 2010 exceeding 50% of its networth. The Company has not incurred cash losses in the current and immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to any financial institutions or bank or debenture holders, as at the balance sheet date.

12) In our opinion the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund, nidhi/mututal benefit fund/ society and therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14) The Company is not dealing or trading in shares, Securities, Debentures or other Investments and hence the requirement of Para 4 (XIV) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

15) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by other from banks or financial institutions.

16) In our opinion and according to the information and explanations given to us, terms loans were applied for the purposes for which it is raised by the Company.

17) In our opinion and according to the information and explanations given to us, the funds raised on short term basis were not utilized for long term investment purpose.

18) According to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

19) In our opinion and according to information and explanations given to us, the Company has not issued any secured debentures during the period covered by the report. Accordingly, Clause 19 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

20) During the period covered by our audit report, the Company has not raised any money by public issues.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended on 31st March, 2010.

For P. S. NAGARAJU & CO.,

Chartered Accountants,

(Firm Registration No: 011447S)

Sd/

CA P. S. Nagaraju

Partner (Membership No: 210268) Place: Hyderabad, DATE: 4th December,2010.