Vipras Corporation Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2009

We have audited the attached Balance Sheet of Vipras Corporation Limited as at 31st March 2009 and also the Profit & Loss Account 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.

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.

As required by the Companies (Auditor's Report) Order, 2003 ("CARO") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and according to the information and explanation given to us during the course of the audit and on the basis of such checks as we consider appropriate, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. 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;

3. The Balance Sheet and Profit and Loss Account dealt with by this report are agreement with the books of account;

4. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5. On the basis of the written representations received from the Directors as on 31st March, 2006 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2006 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2006;

b) In the case of the Profit and Loss Account, of the loss for the year ended on that date; and

Referred to in paragraph 1 of our report of even date.

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

(b) We are informed that the management during the year has physically verified fixed assets of the Company. In our opinion, the frequency of verification is reasonable, having regard to the size of the company and the nature of business. We are informed that no serious discrepancies between the book records and physical verification have been noticed.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year

2. (a) The inventory of consumables and spares has been physically verified by the management during the year. 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 the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. We are informed that no material discrepancies have been noticed on physical verification of stocks as compared to books of account.

3. (a) In our opinion, the rate of interest and other terms and conditions on which loans have taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and from the Companies under the same management are not prima facie, prejudicial to the interest of Company.

(b) In our opinion, the rate of interest and other terms and conditions on which unsecured loans and advances have been granted by the company to the Companies, firms or other parties listed in register maintained u/s 301 of the Company Act 1956 and to the Companies under the same management are not prima facie, prejudicial to the interest of the Company.

(c) In respect of loans and advances in the nature of loan given by the Company except in case of employees, there are no stipulation as to repayment of principle and interest in most of the cases. In cases of employees, the repayment is generally regular or as per scheduling and no interest is stipulated.

(d) There is overdue amount of loans granted.

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

5. In our opinion and according to the information and explanations furnished to us, transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act 1956 and aggregating during the year to Rs.5, 00,000/- or more in respect of each party, have been made at terms which are reasonable having regard to, the prevailing market prices and terms, for such goods, materials, or services, or the prices at which transactions for similar goods have been made with other parties.

6. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provision of the Act and the Companies (Acceptance of Deposits) rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

7. In our opinion, the internal audit system of the company needs to be strengthened.

8. To the best of our knowledge and according to the information and explanation given to us central Government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act, 1956.

9. The Company is yet to pay Provident Fund of Rs.46705.00, Profession Tax of Rs.7765..00 TDS of Rs Nil & VAT Rs. Nil .

10. The company has accumulated losses of Rs,1,74,94,34,087.37 as at March 31, 2009 and it has cash losses of Rs20,69,25,507.16 in the financial year ended on that date.

11. Loan from financial institution and interest on loan outstanding as on 31st Mar 09 is as follows:

Name of Financial Institution Loan Interest

I.C.I.C.I. 2,27,70,715 32,33,58,922

I.D.B.I. 3,20,14,068 58,89,67,617

I.F.C.I. 1,42,89,102 23,58,00,742

S.I.C.O.M. 10,62,016 1,26,66,577

12. In our opinion and according to the explanations given to us and based on the information available, 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 / nidhi /mutual benefit fund / society. Therefore, Clause 4(xiii) of the companies (Auditor's Report) order 2003 is not applicable to the company.

14. The company has maintained proper records of transactions and contracts and made timely entries therein in respects of investments made by the company. The company's investments are held in its own name

15. The company has not given any guarantees for loans taken by others from any bank or financial institutions.

16. To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion the term loans availed by the Company during the year were, prima facie, been used for the purposes for which they were taken.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on short- term basis have, prima facie, which have been used for long-term investment.

18.The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

19.The Company has not issued any debentures during the year.

20.The company has not raised any money by public issues during the year.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices India, and according to the information and explanations 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 V. P. MEHTA & COMPANY

Date: 01/09/2009 CHARTERED ACCOUNTANTS

Place: Mumbai

sd

VIPUL PRANLAL MEHTA

PROPRIETOR

MEMBERSHIP NO.35722