1.  We have audited the attached Amended Balance Sheet of Vikas WSP
 Limited (the Company) as at 31 March 2011, Amended Profit and Loss
 Account and also the Amended Cash Flow Statement of the Company for the
 year ended on that date, annexed thereto. These Amended financial
 statements are the responsibility of the Company''s management. Our
 responsibility is to express an opinion on these amended financial
 statements based on our audit.
 
 2.  Attention is drawn to note 1 of schedule 18, wherein it is
 explained that the Board of Directors had adopted the financial
 statements of the Company for the year ended 31 March 2011 in their
 meeting held on 30 May 2011 (referred to as original financial
 statements) on which we issued our Audit Report dated 30 May 2011.
 However, subsequent to the issuance of our earlier audit report dated
 30 May 2011 on the original financial statements we noted that:
 
 - complete/correct information and documents particularly in relation
 to term loan and packing credit loan taken from IFCI Limited and in
 respect of certain guarantees given by the Company were not provided to
 us; and
 
 - the representations provided by the management to us with respect to
 the above matters during the course of our audit were not appropriate;
 
 In accordance with the provisions of Standards on Auditing 560
 (Revised) ''Subsequent Events'' issued by The Institute of Chartered
 Accountants of India, we have carried out additional audit procedures
 necessary in the circumstances including corroboration with other
 evidences for representations made by the management during the course
 of our earlier audit. We are issuing this audit report on the amended
 financial statements. Our audit report dated 30 May 2011 on the
 original financial statements is superseded by this audit report.
 
 3.  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
 amended financial statements are free of material misstatement.  An
 audit includes examining, on a test basis, evidence supporting the
 amounts and disclosures in the amended financial statements. An audit
 also includes assessing the accounting principles used and significant
 estimates made by management, as well as evaluating the overall amended
 financial statement presentation. We believe that our audit provides a
 reasonable basis for our opinion.
 
 4.  As required by the Companies (Auditor''s Report) Order, 2003 (''the
 Order''), 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.
 
 5.  Further to our comments in the Annexure referred to 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 Amended Balance Sheet, the Amended Profit and Loss Account and
 the Amended Cash Flow Statement dealt with by this report are in
 agreement with the books of account;
 
 (d) in our opinion, the Amended Balance Sheet, the Amended Profit and
 Loss Account and the Amended Cash Flow Statement dealt with by this
 report comply with the applicable accounting standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956;
 
 (e) on the basis of written representations received from the directors
 as on 31 March 2011, and taken on record by the Board of Directors, we
 report that none of the directors of the Company are disqualified as on
 31 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) Attention is invited to note 15 of schedule 19 with regard to a
 corporate guarantee given to a bank by the Company in respect of a loan
 amounting to Rs. 100,000 thousand taken by a public company, in which
 some of the directors of the Company were interested as directors. As
 per Section 295 of the Companies Act, 1956, the Company is required to
 take prior approval from the Central Government for such transactions,
 which the Company had not obtained.
 
 (g) subject to paragraph 5(f) above, the impact of which is not
 ascertainable, 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:
 
 (i) in the case of the Amended Balance Sheet, of the state of affairs
 of the Company as at 31 March 2011;
 
 (ii) in the case of the Amended Profit and Loss Account, of the profit
 for the year ended on that date; and
 
 (iii) in the case of the Amended Cash Flow Statement, of the cash flows
 for the year ended on that date.
 
 Annexure referred to in paragraph 3 of the Amended Auditors'' Report to
 the Members of Vikas WSP Limited on the accounts for the year ended 31
 March 2011
 
 (i) a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) The Company has a programme of physical verification of fixed assets
 by which all the fixed assets are verified in a phased manner over a
 period of three years. In our opinion, this periodicity of physical
 verification is reasonable having regard to the size of the Company and
 the nature of its assets.  No material discrepancies were noticed on
 such verification during the year.
 
 c) Fixed assets disposed off during the year were not substantial, and
 therefore, do not affect the going concern assumption.
 
 (ii) a) The inventory, except goods-in-transit, has been physically
 verified by the management during the year. In our opinion, the
 frequency of such verification is reasonable.
 
 b) The procedures for the 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) The Company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 book records were not material and have been properly adjusted in the
 books of account.
 
 (iii) As informed to us, the Company has neither granted nor taken any
 loans, secured or unsecured, to or from companies or firms or other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that purchases of
 certain raw materials and fixed assets are for the Company''s
 specialised requirements and similarly certain goods sold are for the
 specialised requirements of the buyers and suitable alternative sources
 are not available to obtain comparable quotations, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business with regard to purchase of inventories and
 fixed assets and with regard to sale of goods. As explained to us, the
 Company does not render any sale of services. We have not observed any
 major weakness in the internal control system during the course of our
 audit. Also refer to paragraph 2 of our main audit report and our
 comments in clause (xxi) of this annexure.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the contracts or arrangements, referred to in
 section 301 of the Companies Act, 1956 have been entered in the
 register required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts and
 arrangements referred to in (a) above and exceeding the value of Rs 5
 lakh are for purchases of certain items of inventories which are for
 the Company''s specialised requirements and similarly sale of certain
 goods are for the specialised requirements of the buyers and for which
 suitable alternative sources are not available to obtain the comparable
 quotations. However, on the basis of information and explanations
 provided, the same appear reasonable.
 
 (vi) In our opinion and according to the information and explanations
 given to us, and as explained in note 18 of schedule 19, the Company
 has given a corporate guarantee for loans aggregating Rs 100,000
 thousand disbursed by a public sector bank to individual group leaders
 as per the scheme of crop loan under tie up arrangement with the
 Company. Under this scheme, the Company is required to identify
 eligible farmers, who are represented collectively in groups designated
 as joint liability group (JLG).  During the current year, funds
 aggregating to Rs. 99,520 thousand, obtained under the said scheme were
 transferred from the JLG account''s to the Company''s account and
 temporarily utilised (for less than three months) by the Company for
 its business purposes. These funds, during the year itself, were
 subsequently paid into the JLG''s accounts. In our opinion, acceptance
 of the above mentioned funds from the group leaders by the Company is
 in contravention of Section 58A of the Companies Act, 1956 and
 Companies (Acceptance of Deposit) Rules, 1975. As informed to us, there
 have been no proceedings before the Company Law Board or Reserve Bank
 of India or any Court or any other Tribunal in this matter and no order
 have been passed by any of the aforesaid authorities.
 
 (vii) In our opinion and according to the information and explanations
 given to us, though the Company has an internal audit system, the same
 needs to be strengthened to make it commensurate with the size and
 nature of its business.
 
 (viii) As informed to us, the Central Government has not prescribed the
 maintenance of cost records under Section 209(l)(d) of the Companies
 Act, 1956.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the records of the Company, amounts
 deducted/ accrued in the books of account in respect of undisputed
 statutory dues including, Provident Fund, Sales tax, Income tax,
 Service tax, Excise duty, Wealth tax, Customs duty, Investor Education
 and Protection Fund, Cess and other material statutory dues to the
 extent applicable, have generally been deposited regularly during the
 year by the Company with the appropriate authorities though there have
 been slight delays in a few cases in respect of tax deducted at source.
 
 There were no dues on account of cess under Section 441A of the
 Companies Act, 1956 since the date from which the aforesaid section
 comes into force has not yet been notified by the Central Government.
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Income-tax,
 Sales tax, Service tax, Customs duty, Wealth tax, Investor and
 Education Fund, Excise duty, Cess and other material statutory due were
 in arrears as at 31 March 2011 for a period of more than six months
 from the date they became payable.  (b) According to the information
 and explanations given to us, there are no dues of Sales tax, Wealth
 tax, Service tax, Excise duty, Customs duty and Cess, which have not
 been deposited with the appropriate authorities on account of any
 dispute.  As informed to us, due relating to Income tax which has been
 deposited under protest on account of any dispute is as follows:
 
 Name of the     Nature of     Amount       Period to        Forum
 statute         the dues     (Rs)          which the        where
                                            amount           dispute is
                                            relates          pending
 
 Income-tax      Income tax   3,072,093     1995-96          High
 Act, 1961                                                   Court of
                                                             Punjab and
                                                             Haryana
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers except, as explained in note 16 of schedule 19 regarding
 defaults in payment of loan instalments and interest due to a Financial
 Institution till 31 March 2011 aggregating to Rs. 167,150 thousand.
 Pursuant to the order of Debt Recovery Tribunal, Delhi dated 8 August
 2011, the Company has paid all overdue instalments along with interest
 by 30 September 2011. The Company did not have any outstanding
 debentures during the year.
 
 (xii) According to the information and explanations given 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) According to the information and explanations given to us, the
 Company is not a chit fund or a nidhi/ mutual benefit fund/ society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks during the year, are,
 prima facie, not prejudicial to the interest of the Company.
 
 (xvi) According to the information and explanations given to us, the
 term loans were applied for the purpose for which the loans were
 obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long- term investments.
 
 (xviii) The Company has not made any preferential allotment of shares
 to companies or firm covered in the register maintained under Section
 301 of the Companies Act, 1956. As mentioned above, there are no other
 parties listed in the register maintained under section 301 of the
 Companies Act, 1956.
 
 (xix)The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by way of public issues
 during the year.
 
 (xxi)As explained in paragraph 2 of our main report and note 1 of
 schedule 18, during the course of our audit of the financial statements
 of the Company for the year ended 31 March 2011, complete/correct
 information and documents particularly in relation to term loan and
 packing credit loan taken from IFCI Limited and in respect of certain
 guarantees given by the Company were not provided to us and certain
 representations made to us earlier by the management were not
 appropriate.  Except for the matter mentioned above, based on the audit
 procedures performed and according to the information and explanations
 given to us, no other fraud on or by the Company has been noticed or
 reported during the course of our audit.
 
                                                     For B S R and Co
 
                                                Chartered Accountants 
 
                                         Firm Registration No:128510W
 
                                                                 Sd/-
 
                                                         Rajesh Arora
 Place: Sriganganagar                                         Partner
 
 Date: 16 January 2012                         Membership No.: 076124