1.  We have audited the attached Balance Sheet of VINTAGE CARDS &
 CREATIONS LIMITED as at March 31,2011, the Profit and Loss Account and
 the Cash Row Statement of the Company 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 conduct our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain responsible assurance about whether the
 financial are free of material misstatement. An audit includes
 examining, on attest 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, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956, we annex hereto a statement on the matters
 specified in paragraphs 4 and 5 of the Said Order.
 
 4.  Further to our comments in the Annexure referred to above. we
 report that:
 
 a) We have obtained all the information and explanation which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit except for the items mentioned in d(l) to (v) below
 
 b) In our opinion, proper books of accounts are required by law, have
 been kept by the Company so far as it appears from the examination of
 such books. .
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) We further report that:
 
 (i) All balance of debtors, creditors, advance given , current
 liabilities and fixed deposits pledged with the sales tax authorities
 are subject to confirmation, reconciliation and consequential
 adjustments, if any,
 
 (ii) In absence of proper records, we are unable to comment on the
 valuation of the inventories. We have placed the reliance oh the
 management representation in this regard.
 
 (iii) The Company had received Rs. 91.00 lacs from various parties and
 had shown it as equity share application money in the Last year Balance
 Sheet. ln absence of any Board Resolution or any documentation; we are
 unable to comment on the nature of these amounts received and the
 treatment of the same in computation of EPS. The Management has
 converted the same to Unsecured Loans in the Current year, but the
 management does not have any documentation for the Same being approved
 by relevant parties.
 
 (iv) Refer schedule S- Note No. 14 of Notes to Accounts: The Company is
 yet to issue Convertible warrants till the end of this report
 
 (v) On the date of Signing of the Balance Sheet the Company has either
 sold off or written off Most of the Fixed Assets. Also the Agreement
 with Hallmark Inc. USA for use of the HALLMARK® Trademark and Logo is
 cancelled. Thus the Going Concern status of the Company seems to be
 affected unless the Management takes some fresh equity and steps to
 review the Company are initiated.
 
 e) In our opinion, the Balance Sheet, the Profit and Loss Account and
 the 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.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, and subject to (d) above, the said
 accounts read 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 in the conformity with the accounting principles generally
 accepted in India:
 
 (i) ln the case of the Balance Sheet, of the state of affairs of the
 Company as at March,31,2011.
 
 (ii) In the case of the Profit and Loss Account of the Loss of the
 Company for the year ended on that date and
 
 (iii) ln the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date,
 
 5.  On the basis of the written representations received from the
 Directors as on March 31,2011 and taken on record that none of the
 Director is disqualified as on March 31,2011, from being appointed as a
 Director in terms of clause (g) of Sub-Section(1) of section 274 of the
 Companies Act, 1956.
 
 Annexure to the Auditor''s Report
 
 AS required by the Companies (Auditor''s Report) Order, 2003, issued by
 the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956, we further report that: 
 
 1.  Fixed Assets:
 
 a) The Company has not maintained proper records showing full
 particulars, including quantitative details and situation of Fixed
 Assets,
 
 b) AS per information and explanations given to us and in our opinion,
 the fixed assets have not been physically verified by the management at
 reasonable intervals. Due to this, we are unable to comment on whether
 any material discrepancies were noticed and if so whether the same have
 been properly dealt with in the books of account.
 
 c) In our opinion and as per the information and explanations given to
 us, there was no significant disposal of fixed assets during the year
 but on the Data of Signing of the Audit report major fixed assets have
 been disposed off so the going concern assumption seems affected.
 
 2.  Inventory:
 
 a) The Company has not conducted physical verification of inventory
 during the year. Due to this we are unable to comment on whether the
 procedures of physical verification of stock are reasonable and
 adequate in relation to size of the Company and the nature of its
 business.
 
 b) The Company has not maintained proper records of inventory. In
 absence of proper records, we are unable to comment about the
 discrepancies, if any between the physical stock and the book stock, if
 any.
 
 3.  Loans & Advances:
 
 aj According to the information and explanations given to us, the
 Company has not granted any loans, secured or unsecured, to companies,
 firms or other parties listed in register maintained under section 301,
 of the Companies Act, 1956.
 
 b) The question of commenting on rates of interest and other terms and
 conditions on the loans granted being prejudicial to the interest of
 the Company, receipt of regular principal and interest and reasonable
 steps taken for recovery of principal and interest does not arise.
 
 c) The Company has taken loans from its wholly owned subsidiary
 company. In respect of the said loans, the maximum amount outstanding
 at any time during the year is Rs. 0.86 lacs and the yearend balance is
 Rs0.86 lacs.
 
 d) As informed to us, the loans taker) from the wholly owned subsidiary
 company were interest free loans.
 
 e) In respect of loan taken from subsidiary company, we are unable to
 comment on the regularity in payment of principal amount as the terms
 of repayment have not been stipulated.
 
 4.  In our opinion, internal control system of the company needs to be
 strengthened in order to be commensurate to the size of the Company and
 nature of its business, for the purchases of the inventory, fixed
 assets and for the sale of goods and services. Further on the basis of
 our examination of the books and records of the Company and according
 to the information and explanations given to us, we have not observed
 and continuing failure to correct major weaknesses in the internal
 control systems, except in the areas of inventory and fixed assets.
 
 5.  a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 referred to in Section 301, of t
 
 he 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 the contracts or arrangements
 entered into the register maintained under section 301 of the Companies
 Act, 1956 are reasonable having regards to the prevailing market prices
 at the relevant time and there are no transactions exceeding the value
 of Rs 5,00,000/-in respect of any party during the year.
 
 6.  According to the information and explanations given to us, the
 Company has not accepted any deposits from the public within the
 meaning of section 58A, section 58AA, or any other relevant provisions
 of the companies Act 1956, and the Rules framed there under.
 
 7.  In our opinion, the Company needs to strengthen the internal audit
 system considering the size of the Company and the nature of the
 business.
 
 8.  AS informed to us, the Central Government has not prescribed the
 maintenance of cost records under section 209(1) (d) of the Companies
 Act, 1956, for any of the products of the Company.
 
 9.  Statutory Dues:
 
 a) According to the information and explanations given to us, and as
 per the records of the Company in our opinion the Company is not
 regular in depositing undisputed statutory dues including dues
 permitting to Investor Education and Protection Fund, Provident Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Value
 added Tax, Service Tax, Custom Tax, Cess, and any other material
 statutory dues as applicable with the appropriate authorities.  WE have
 been informed that the undisputed dues in respect of Income Tax, Sales
 Tax, Employees State Insurance and Provident Fund were in arrears, as
 on March 31,2011 for period of more than six months from the date they
 became payable.  The details are as follows:
 
 Name of Statute     Nature of dues    Period to which   Amount Rs.  
                                           amount
 
 Income Tax Act      TDS on Salary         2009-10          266862
                                           2010-11          383724
 
                     TDS on Rent           2006-07          324088
                                           2007-08           62724
 
                                           2009-10          237028
 
                     TDS on contracts      2007-08          177125
 
                                           2009-10           17977
 
                                           2010-11            2389
 
                     TDS on Professional   2007-08          239613
 
                     Fees                  2009-10           45125
 
                                           2010-11            7302
 
                     TDS on Commission     2007-08           40086
 
                                           2009-10            8966
 
                                           2010-11            1075
 
 Sales Tax Act       Sales tax dues    Up to September 2010   4784588
 
 Profession Tax Act  Profession Tax         2007-08            135000
 
                                            2008-09             91190
 
                                            2009-10             44140
 
                                            2010-11             13050
 
 Employees Provident 
 Fund and            Provident Fund dues  1.4.09 to 30.9.10    324178
 Miscellaneous 
 Provisions Act
 
 Employees State 
 Insurance Act,      ESIC dues            Up to September 2010  47816
 
 b) As according to the information and explanations given to us , there
 are no dues of Income Tax, Sales Tax, Wealth Tax, Value added _Tax,
 Service Tax, Custom duly or Cess outstanding on account of any dispute
 other than the following.
 
 Name of Statute             Amount in Rs.   Forum where dispute 
                                             is pending
 
 Maharashtra Sales Tax Act       2734595/-   Assistant Commissioner 
                                             of Commercial Taxes 
                                             (Pune, Maharashtra)
 
 Maharashtra Sales Tax Act       2071218/-   Maharashtra Sales Tax 
                                             Tribunal
 
 Income Tax Act, 1961           1553557/-    Commissioner Appeals
 
 10.  According to the information and explanations given to us, the
 Company has accumulated Losses as at the end of the financial year
 which exceeds One Hundred percent of its net worth and it has incurred
 cash losses in the current financial year and the immediate preceding
 financial year.
 
 11.  According to the information and explanations given to us and
 based on the documents and records produced before us, there has been
 no default in the repayment of loans to banks. There are no dues to
 financial institutions or debenture holders.
 
 12.  According to the information and explanations given to us and
 based on the documents and records produced before us the Company has
 not granted any loans or advances on the basis of security by way of
 pledge of shares, debentures or any other securities.
 
 13.  In our opinion and according to the information and explanations
 given to us, the nature of the activities of the business does not
 attract any special statute applicable to chit fund and nidhi/mutual
 benefit fund/societies.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company does not deal or trade in shares, securities,
 debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 other from banks or financial institutions.
 
 16.  The Company has not taken any new term loan during the year.
 
 17.  In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, The
 Cash Flow Statement and other records examined by us, the Company has
 not used funds raised on short term basis 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 Companies Act, 1956 during the year.
 
 19.  According to the information and explanations given to us, during
 the year covered by our audit report, the Company has not issued any
 secured debentures.
 
 20.  The Company has not raised any money through a public issue 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 in India, and according to the information and
 explanation given to us, we have neither come across any instances of
 material fraud on or by the company, noticed or reported during the
 year, nor have been informed of such case by management.  ''
 
 For Uttam Abuwala &Co., 
 Chartered Accountants.  
 (Firm Regn No:111184W)
 
 CA.SumitBansal 
 Membership No: 135053
 
 DATE: December6,2011
 Place: Pune