We have audited the attached Balance Sheet of VISHVAS PROJECTS LTD as
 at 31st March, 2010, and also Profit & Loss Account and the Cash Flow
 Statement for the year ended in 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: -
 
 1. As required by the Companies (Auditor''s Report) Order 2003 as
 amended) issued by the Central Government of India in terms of section
 227 (4A) of the Companies Act, 1956 and on the basis of such checks of
 the books & records of the company as we considered appropriate and
 according to the information and explanations given to us during the
 course of audit, we report that in our opinion :-
 
 (i) a) Proper records for fixed assets showing full particulars
 including quantitative details and situation have been maintained.
 Physical verification of fixed assets has been carried out by the
 management during the year which is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies have been noticed on such physical verification.
 
 b) No substantial part of fixed assets has been disposed off during the
 year which has.  affected the going concern.
 
 (ii) The stock of shares held in dematerialized form is confirmed on
 the basis of statement of holding from depository participants. The
 shares held in physical form have been verified by the management at
 reasonable intervals.
 
 (iii) The Company has not granted or taken any loan, secured or
 unsecured to/from Companies, Firms or other parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (iv) 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 with regard to sale of goods
 and services. During the course of our audit, no major weakness has
 been noticed in the internal control systems.
 
 (v) There were no contracts or arrangement referred to under section
 301 of the Act requiring to be entered into the register maintained
 under section 301 of the Companies Act, 1956.
 
 (vi) The company has not accepted any deposit during the year covered
 by Section 58 A and 58AA or any other relevant provisions of the
 Companies Act 1956.
 
 (vii) The company has an adequate internal audit system commensurate
 with its size and the nature of its business.
 
 (viii) As per information and explanations given to us on which we have
 relied, the company is not required to maintain the cost records under
 section 209 (1)(d) of the companies Act, 1956.
 
 (ix) (a) According to the records of the company, the company is
 regular in depositing with appropriate authorities undisputed statutory
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income- tax, Sales tax, Wealth Tax, service
 tax, Custom Duty, Excise Duty, cess and any other statutory dues as
 applicable to it.
 
 (b) According to the information and explanation given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, custom duty and excise duty were outstanding as at 31-03-2010 for
 a period of more than six months from the date they become payable.
 There are no dues of Sales tax, income tax, customs tax, wealth tax,
 service tax, excise duty and cess which have not been deposited on
 account of any dispute.
 
 (x) The Company has carried forward losses. However the company has not
 incurred any cash losses during the financial year covered by our audit
 and the immediately proceeding financial year.
 
 (xi) In our opinion the Company has not defaulted in repayment of dues
 to a financial institution or bank. The Company has not issued any
 debenture.
 
 (xii) The company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 (xiii) The Company is not a chit fund or a nidhi/mutual benefit
 fund/society. Therefore, the provision of clause 4(XIII) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 Company.
 
 (xiv) Based on our examinations of records and evaluation related to
 internal control, we are of the opinion that proper records have been
 maintained of the transactions and contracts of dealing of trading of
 shares, securities and other investments and timely entries have been
 made in the records.
 
 (xv) The Company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 (xvi) The company does not have any term loans and accordingly the
 clause is not applicable.
 
 (xvii) The Company has not taken any loans during the year.
 
 (xviii) The company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained u/s 301 of
 the Act.
 
 (xix) The company has not issued debentures during the financial year
 covered by our audit report.
 
 (xx) The company has not raised money by public issues during the
 financial year covered by our audit report.
 
 (xxi) Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the company has been noticed or reported during the year.
 
 2.  We further report that:
 
 (i) 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. In our opinion, proper books of account have been kept by the
 Company as required by law so far as appears from our examination of
 those books. The Balance Sheet and Profit and Loss Account dealt with
 by this report are in agreement with the books of account;
 
 (ii) In our opinion, the Balance Sheet, Profit & Loss Account and the
 Cash flow statement, dealt with by this report comply with the
 Accounting Standards referred to in Subsection (3C) of Section 211 of
 the Companies Act, 1956;
 
 (iii) 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;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts together with the notes
 and the accounting policies 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
 
 (a) In the case of Balance Sheet of the state of Companies Affairs as
 at 31st March, 2010;
 
 (b) In the case of the Profit & Loss Account, of the profit for the
 year ended on that date, and
 
 (c) In the case of Cash How Statement, of the cash flows for the year
 ended on that date
 
 For Mehra Goel & Co.  
 Chartered Accountants
 
 R. K. Mehra
 Partner
 M. No. -6102
 
 Place: New Delhi 
 Dated: 01-09-2010