We have audited the attached Balance Sheet of VISHAL EXPORTS OVERSEAS
 LIMITED as at 30th September, 2009 and the related Profit and Loss
 Account and Cash Flow Statement for the year ended on that date, which
 we have signed under reference to this report (together referred to as
 financial statement). These financial statements are the
 responsibility of the Companys Management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 1.  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 the Management, as well as evaluating the overall financial
 statement presentation.  We believe that our audit provides a
 reasonable basis for our opinion.
 
 2.  As required by the Companies (Auditors Report) Order, 2003
 (CARO) and Companies (Auditors 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 of India and on the basis of
 such checks of the books and records as we considered appropriate and
 according to the information and explanations given to us during the
 course of audit, we set out in the Annexure, a statement on the matters
 specified in paragraphs 4 and 5 of the said Order to the extent
 applicable.
 
 3.  Further to our comments in the Annexure referred in paragraph (2)
 above, we report that:
 
 a) We have obtained the information and explanations as provided by the
 management, which to the best of our knowledge and belief, were partly
 adequate for the purpose of our audit;
 
 b) In our opinion, proper Books of Accounts as required by law, have
 been kept by the Company so far as appears from our examination of
 those Books of the Company;
 
 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 of
 the Company;
 
 d) In our opinion, the Balance Sheet and Profit and Loss Account and
 Cash Flow Statement dealt with by this report, except in some cases,
 generally comply with the Accounting Standards, referred to in
 sub-section (3C) of section 211 of the Companies Act, 1956, to the
 extent applicable.
 
 e) On the basis of representations made by the Directors of the Company
 and taken on record by the Board of Directors of the Company, we report
 that none of the Directors is disqualified as on 30th September, 2009
 from being appointed as a Director of the Company in terms of clause
 (g) of sub-section (1) 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, subject to:
 
 (i) Note No. 2 of Schedule 18 Notes on Accounts towards going concern.
 
 (ii) Note No. 3 of Schedule 18 Notes on Accounts towards non provision
 of interest on borrowing.
 
 (iii) Note No. 4 of Schedule 18 Notes on Accounts towards
 non-reflection of fixed Assets sold by the bank
 
 and non provision of depredation on fixed assets.  (iv) Note No. 6 of
 Schedule 18 Notes on Accounts the said accounts, read together with
 significant Accounting Policies and Notes thereon give the information
 required by the Companies Act, 1956 in the manner so required.  Subject
 to above,
 
 i) in the case of Balance Sheet, of the state of the affairs of the
 Company as at 30th September, 2009, ii) in the case of the Profit and
 Loss Account, of the Loss for the year ended on that date and; iii) in
 the case of the Cash Flow Statement, of the cash flow for the year
 ended on that date.
 
                                       For H. J. Parikh & Co.
                                      Chartered Accountants
 Place : Ahmedabad                        Himesh J. Parikh
 Date : 29th January,2009                 Proprietor
 
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in Paragraph (2) of our Report of even date)
 
 (i) (a) The Company has maintained records showing particulars of fixed
 assets.
 
 (b) As informed by the company to us, some of the fixed assets which
 are in possession of the Company have been physically verified by the
 Management at reasonable intervals during the Period. In our opinion,
 the frequency of physical verification of said fixed assets is
 reasonable having regard to the size of the operations of the company.
 As informed to us, no material discrepancies were noticed on such
 verification.
 
 (c) During the year under audit, we are informed by the management that
 the fixed assets charged to the banks have been sold under
 Securitization Act 2002. We are also informed by the management that
 the said banks have not provided details as regard the sale of such
 fixed assets. (Refer note No. 4 of Schedule 18 Notes on Accounts).
 
 (d) Other than as referred above, the company has sold fixed assets of
 Rs.NIL (P.Y. Rs.4579.84 lacs).and depreciation provided till the date
 of sale of Rs. NIL Lac (P.Y. Rs.737.19 lacs) during the year under
 review.
 
 (ii) As there are no inventories, this clause is not applicable.
 
 (iii) (a) In our opinion and according to the information and
 explanation given to us, the company had granted unsecured interest
 free loans to a company covered under section 301 of the Companies Act,
 1956. The maximum amount of loans granted during the year was Rs.
 290.37 Lacs (P.Y year Rs. 185.25 lacs) and the year end balance of
 loans granted to such parties was Rs.290.37 (P.Y.Rs. 185.25 lacs).
 
 (b) As informed by the Company, loan granted to a Company is on
 interest free basis hence we are of opinion that this clause is not
 applicable.
 
 (c) As informed by the Company, loan granted to a Company is not having
 any fixed repayment terms and hence we are of the opinion that this
 clause is not applicable..
 
 (d) In our opinion and according to the information and explanation
 given to us, there are no companies, firms etc listed under Register
 maintained u/s 301 of the Companies Act, 1956 where the overdue amount
 is more than one lac rupees.
 
 (e) The Company has taken unsecured loan from a parties and companies
 covered in the register maintained under section 301 of the Companies
 Act,1956.The maximum amount involved during the year was Rs.4506.55
 lacs (P.Y.Rs.4213.21 Lacs) and at the year end balance of loans taken
 from such parties and companies was Rs.4506.55 lacs (P.Y. Rs. 4213.21
 lacs).
 
 (f) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions on
 which loans have been taken from Company covered in the register
 maintained under section 301 of the Companies Act,1956 are not, prima
 facie, prejudicial to the interest of the Company.
 
 (g) As informed by the Company, loan granted by parties and companies
 are on interest free basis hence we are of opinion that this clause is
 not applicable.
 
 (h) As informed by the Company, loan granted by companies/parties are
 not having any fixed repayment terms and hence we are of the opinion
 that this clause is not applicable.
 
 (iv) In our opinion and according to information and explanations given
 to us, during the course of our audit there are adequate internal
 control procedures commensurate with the size of the Company and the
 nature of its business, and for the sale of goods. During the course of
 our audit, we have not observed any continuing failure to correct major
 weakness in such internal controls.
 
 (v) (a) To the best of our knowledge and belief and according to the
 information and explanations given to us, we are of the opinion that
 the contracts or arrangements generally entered into the register
 required to be maintained under section 301 of the Companies Act,1956
 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, transactions made in pursuance of contracts or arrangement
 entered in the register maintained.under section 301 of the Companies
 Act,1956 are reasonable except in case of some transactions which are
 technical in nature for which prevailing market prices at the relevant
 time were not available. We have relied on information and explanations
 made available to us.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from the public
 during the period covered by our audit report. To the best of our
 knowledge and according to the information and explanations given to
 us, no order has been passed by the Company Law Board or National
 Company Law Tribunal or Reserve Bank of India or any Court or any other
 Tribunal.
 
 (vii) The company has no internal audit system during the year under
 review.
 
 (viii) The Central Government has prescribed maintenance of cost
 records under section 209(l)(d) of the Companies Act, 1956 in respect
 of generation of electricity for Wind Power and in our opinion, the
 Company has been made and maintained proper cost records in connection
 therewith.
 
 (ix) (a) According to information and explanations given to us, the
 company is not regular in depositing with Appropriate Authorities
 undisputed statutory dues including Income Tax, Wealth Tax Provident
 fund. Employees State Insurance, Sales tax, Excise-duty, Custom Duty
 and other material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, there
 were no undisputed amounts payable in respect of dues as referred to
 (ix) (a) above, which were outstanding as on 30th September, 2009 for a
 period of more than six months from the date they became payable except
 the following : Fringe Benefit Tax Rs.2.05 Lac.
 
 (c) According to information and explanations given to us, details of
 dues of Income Tax, Sales Tax, and custom Duty which have not been
 deposited on account of any dispute is given below:
 
 Name of Statute    Nature of Dues   Amt. 
                                  (Rs. In lacs) Forum where dispute
                                                is pending
 
 Gujarat Sales 
 Tax Act           Sales Tax dues   71.90      Sales Tax Tribunal
 1969 of earlier 
 years
 
 Gujarat Sales 
 Tax Act           Sales Tax dues   5.37       Sales Tax Tribunal
 
 1969 of Earlier years 
 (Interest & Penalty)
 
 Custom and Excise 
 Act              Valuation and other 50.50   Custom Authorities
 1944             aspects
 
 (x) The company has accumulated losses at the end of the financial
 Period and has incurred cash losses in the financial Period under
 report.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the company has defaulted during the Period, in repayment
 of dues in respect of Term Loan to financial institution and/or bank(s)
 and has been designated as Non Performing Assets . During the period
 under review the Companys working capital borrowings have been
 designated as non performing assets.
 
 (xii) In our opinion 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) The company is not a chitfund, nidhi / mutual benefit
 fund/society and therefore the provisions of clause 4(xiii) of the
 Companies (Auditors Report) Order,2003 are not applicable to the
 company.
 
 (xiv) According to the information and explanations given to us, the
 company does not deal or trade in shares, securities or debentures.
 Proper records have been maintained of the transactions and contracts
 in respect of the investments made by the Company. The investments are
 held by the Company in its own name.
 
 (xv) The Company has given certain guarantees on behalf of its group &
 associate companies as mentioned in Notes on Accounts no. 17 of
 schedule 18 Notes on Accounts, to the financial statements. In our
 opinion based on the information and explanations given to us, the
 terms and conditions of the guarantees are not prejudicial to the
 interest of the company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, no Term Loans is raised during the Period.
 
 (xvii) In our opinion and according to the information and explanations
 given to us, and according to Cash flow statement, on an overall
 examinations of the Balance Sheet of the Company we report that funds
 raised on short term basis have been utilized for long term investment
 and vice-versa.
 
 (xviii) 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 Period.
 
 (xix) The Company has not issued any secured debentures during the
 period covered by the report. Accordingly, the provisions of clause 4
 (xix) of the Companies (Auditors Report) 0rder,2003 are not applicable
 to the company.
 
 (xx) During the period covered by our audit report, the Company has not
 raised any money by public issue.
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the company
 has been noticed or reported during the course of our audit for the
 year ended 30th September 2009.
 
                           For H. J. Parikh & Co.
                           Chartered Accountants 
 
 Place : Ahmedabad          Himesh J.. Parikh
 Date : 29th January,2009    Proprietor