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