1.  We have audited the attached Balance Sheet of M/s VIRINCHI
 TECHNOLOGIES LIMITED as at 31st March, 2012 and also the Profit and
 Loss Account for the period ended on the date annexed thereto and the
 cash flow statement for the period ended on that date. 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 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 reason-able basis
 for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 and as
 amended by the Companies (Auditor''s Report) (Amendment) Order 2004,
 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.
 
 4.  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 purpose 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 Balance Sheet & Profit and Loss Account dealt with by this
 report are in agreement with the books of account.
 
 d) In our opinion, the Balance Sheet & 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;
 
 e) On the basis of written representations received from the Directors,
 as on 31st March, 2012 and taken on record by the Board of Directors,
 we report that, none of the Directors is disqualified as on 31st March,
 
 2012 from being appointed as a Director in terms of clause (g) of
 sub-Section (i) of Section 274 of the Companies Act, 1956.
 
 f) 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 give a
 true and fair view in conformity with the accounting principles
 generally accepted in India.
 
 i) In the case of the Balance Sheet, of the State of affairs of the
 company as at 31st March, 2012.
 
 ii) In the case of the Profit and Loss Account, of the Profit for the
 year ended on that date; And
 
 iii) In the case of cash flow statement of the cash flows for the year
 ended on that date.
 
                                                
 ANNEXURE TO THE AUDITOR''S REPORT
 
 1.  a) The company has maintained proper records showing full
 particulars including quantitative details and situation of its Fixed
 assets.
 
 b) As explained to us, the fixed assets have been physically verified
 by the management reasonable intervals and no discrepancies between the
 book records and the physical inventory have been noticed on such
 verification.
 
 c) During the year, the Company has not disposed off major fixed
 assets.
 
 2.  The Company has no Inventory.  Hence this clause is not applicable.
 
 3.  a) The Company has not granted or taken any loans, Secured or
 unsecured to Companies, Firms or other Parties covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 b) As the Company has not granted any loans to any parties to be listed
 in the register maintained U/s 301 of the Companies Act, 1956, hence
 the clause of whether the rate of interest & other terms and conditions
 on which loans have been granted to parties listed in the register
 maintained under section 301 is prejudicial to the interest of company,
 is not applicable.
 
 c) As no loans are granted by company to parties as per sec 301, the
 clause of receipt of interest & principal amount from parties is not
 applicable .
 
 d) No loans have been granted to Companies, Firms & other parties
 listed in the register U/s. 301 of the Companies Act, 1956, hence
 overdue amount of more than rupees ONE Lac does not arise and the
 clause is not applicable.
 
 4.  In our opinion and according to the information and explanation
 given to us, there are generally adequate internal controls
 commensurate with the size of the company and the nature of its
 business with regard to purchases of fixed assets and for sale of goods
 and services. There is no continuing failure by the company to correct
 any major weaknesses in internal control.
 
 5.  a) In our opinion and according to the information and explanations
 given to us, necessary entries are made in their register referred to
 in section 301 of the Companies Act, 1956 in respect of lease agreement
 for an area of 12,500 Sft. at Hakimpet, Secunderabad, to M/s Vivo
 Biotech Ltd.
 
 b) According to the information and explanations given to us, as no
 such contracts or arrangements made by the company, the applicability
 of the clause of charging the reasonable price having regards to the
 prevailing market prices at the relevant time does not arise.
 
 6.  The company has not accepted any deposits from the public and hence
 the applicability of the clause of directives issued by the Reserve
 Bank of India and provisions of section 58A, 58AA or any other relevant
 provisions of the Companies Act,1956 and the rules framed there under
 does not arise. As per information and explanations given to us the
 order from the Company Law Board or National Company Law Tribunal or
 Reserve Bank of India or any Court or any other Tribunal has not been
 received by the Company.
 
 7.  In our opinion, the company is having internal audit system,
 commensurate with its size and nature of its business.
 
 8.  In respect of the Company, the Central Government has not
 prescribed maintenance of cost records under clause (d) of Sub Section
 (1) of Section 209 of the Companies Act, 1956.
 
 9.  a) The company is regular in depositing statutory dues including
 PF, ESI, Income Tax, and any other statutory dues with the appropriate
 authorities and at the last of the financial year there were no amounts
 outstanding which were due for more than 6 months from the date they
 became payable.
 
 b) According to the information and explanations given to us, no
 undisputed amounts are payable in respect of PF, ESI, Income Tax, and
 any other statutory dues as at the end of the period, for a period more
 than six months from the date they are disputed.
 
 10.  The company has been registered for a period of not less than 5
 years, and the company has no accumulated losses at the end of the
 financial year and the company has not incurred cash losses in this
 financial year and in the immediately preceding financial year.
 
 11.  According to information and explanations given to us, the Company
 has not defaulted in repayment of dues to financial Institutions or
 banks.
 
 12.  According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities and hence
 the applicability of the clause regarding maintenance of adequate
 documents in respect of loans does not arise.
 
 13.  This clause is not applicable to this Company as the Company is
 not covered by the provision of special statute applicable to Chit Fund
 in respect of Nidhi/Mutual Benefit Fund/Societies.
 
 14.  According to the information and explanations given to us, the
 company is not dealing or trading in shares securities, Debentures and
 other investments and hence the provisions of clause 4 (xiv) of the
 Companies (Auditor''s Report) Order 2003, are not applicable to the
 Company.
 
 15.  According to the information explanations given to us, the Company
 has not given any guarantee for loans taken by others from Banks or
 Financial Institutions, and hence the applicability of this clause
 regarding terms and conditions which are prejudicial to the interest of
 the company does not arise. In our opinion, the terms and conditions on
 which the company has given guarantees for loans taken by others from
 banks or financial institutions are not prejudicial to the interest of
 the company.
 
 16.  According to the information and explanation given to us the
 company has obtained Term Loan and utilized the funds for the purpose
 of it was sanctioned.
 
 17.  According to the information and explanations given to us, the
 Company has not used short term funds for long term Investment.
 
 18.  According to the information and explanation given to us, the
 company has not made preferential allotment to parties covered in the
 Register maintained Under Section 301 of the Companies Act, 1956.
 Hence this clause is not applicable.
 
 19.  According to the information and explanations given to us, the
 company has not issued debentures and hence the applicability of the
 clause regarding the creation of security or charge in respect of
 debentures issued does not arise.
 
 20.  According to information and explanations given to us, the company
 has not raised any money by way of public issues during the year; hence
 the clause regarding the disclosure by the management on the end use of
 money raised by Public Issue is not applicable.
 
 21.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the year
 under audit.
 
 
                                                 For P. MURALI & CO.,
                                                CHARTERED ACCOUNTANTS
                                                         FRN: 007257S
 
                                                  P.MURALI MOHANA RAO
                                                              PARTNER 
                                                           M.No.23412
 
 PLACE : HYDERABAD 
 DATE  : 29-08-2012