1.  We have audited the attached Balance Sheet of M/s Vital
 communications Ltd. as at 31st March, 2011 profit & Loss Account and
 Cash Flow Statement of that date for the period 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 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.
 
 3.  As required by the Companies (Auditor''s Report) Order 2003, issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies act, 1956 (hereinafter referred to as the
 Act''), we enclosed in the Annexure a statement on the matters specified
 in paragraphs 4 and 5 of the said Order, to the extent applicable:
 
 4.  Further to our comments in paragraph 3 above, we report that;
 
 (i) 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.
 
 (ii) In our opinion, proper books of accounts as required by law have
 been kept by the Company, so far as it appears from our examination of
 such books.
 
 (iii) The Balance Sheet and Profit & Loss Account dealt with by this
 report are in agreement with the books of account.
 
 (iv) In our opinion the Profit & Loss Account and the Balance Sheet
 comply with the Accounting Standards referred to in Sub-section (3C) of
 Section 211 of the Companies Act,1956.
 
 (v) On the basis of written representations received from the
 directors, as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March 2010 from being appointed as a director in terms of
 clause(g) of sub-section(l) of section 274 of the Companies Act,1956.
 
 (vi) In our opinion and to the best of out 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 Balance Sheet of the state of affairs of the Company
 asat31stMarch,2011
 
 (b) In the case of Profit & Loss Account of the Loss for the year ended
 on that date, and
 
 (c) In the case of Cash Flow Statement for the year ended on that date
 
 ANNEXURE TO THE AUDITORS REPORT
 
 and on the basis of such checks of the books & records of the company
 as we considered appropriate and according to the information and
 explanations given to us, we further report that:
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The Company has physically verified during the year all its Fixed
 Assets, in accordance with a programme of verification, which in our
 opinion provides for physical verification of the fixed assets at
 reasonable intervals. According to the information and explanations
 given to us no material discrepancies were noticed on such
 verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has not made any disposals of any fixed assets
 during the year.
 
 (ii) (a) The Inventory has been physically verified by the management
 during the current year. In our opinion the frequency of such
 verification is reasonable.
 
 (b) The procedure 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 has maintained proper records of inventory. No
 discrepancies were noticed on the physical verification between the
 physical stock and books records were not material.
 
 (iii) (a) The Company has neither taken nor granted any loans, secured
 or unsecured from Companies, Firms or other parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (b) Since the company has neither taken nor granted Loans to Companies,
 covered in the Register maintained under Section 301 of the Companies
 Act, 1956. Therefore issue of rate of interest and other terms and
 conditions of loan are not applicable.
 
 ( c) The company has neither taken nor granted loan to , companies ,
 covered in the Register maintained under Section 301 of the Companies
 Act, 1956, Therefore issue of payment of principal are not applicable.
 
 (d) Since the company has neither taken nor granted any loans from
 Companies, Firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956, therefore issue of
 overdue balance is not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of the
 business for the purchase of inventory and fixed assets and for the
 sale of goods.
 
 (v) (a) Based on the audit procedure applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that there is no transactions that need to be entered into the
 register maintained under Section 301.
 
 (b) In our opinion and according to the information and explanations
 give to us, there are no transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 and
 exceeding the value of Five lakh rupees in respect of any party during
 the year.
 
 (vi) The company has not accepted any deposit during the year from the
 public with in the meaning of provisions of Section u/s 58 A and 58 AA
 of the Companies Act 1956 and the rules made there under.  Hence, this
 clause is not applicable to the company.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with its size and the nature of its business.
 
 (viii) 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.
 
 (ix) According to the information and explanations given to us, the
 company is regular in depositing undisputed statutory dues, including
 Provident Fund, Investor Education and Protection Fund, Employees''
 State Insurance, Income- tax, Sales tax, Wealth Tax, Custom Duty,
 Excise Duty, cess and any other statutory dues as applicable with
 appropriate authorities during the year. As at 31.3.2011 there are no
 undisputed dues payable for a period of more than six months from the
 date they became payable.
 
 (x) The Company neither have accumulated losses at the end of the year,
 nor incurred cash losses during the current year and the immediately
 preceding financial year.
 
 (xi) According to the information and explanation given to us there has
 been dispute of the company with the financial institution and bank
 with regard to the loan amount since a long time therefore repayment of
 loan stands pending.
 
 (xii) 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 provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund / societies are not applicable to the
 company.
 
 (xiv) In our opinion the company is not dealing in shares, securities,
 debentures and other investments.
 
 (xv) According to the information and explanation given to us, the
 company has not given any guarantee for the loans taken by others from
 banks and financial institutions.
 
 (xvi) The company has not taken any term loan during the year.
 
 (xvii) In our opinion and according to the information and explanations
 given to us and as shown by the records examined by us no funds raised
 on short term basis have been used 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 u/s 301 of
 the Companies Act, 1956 during the year.
 
 (xix) The company has not issued any debenture, therefore the clause is
 not applicable
 
 (xx) The company has not raised any money by public issues during the
 year.
 
 (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
 was noticed or reported during the year.
 
 
                                    For G.P.Keshri & Associates
 
                                    Chartered Accountants
 
 Place : New Delhi
 
                                   (Gopal Prasad keshri)
 Dated : 05 September2011           Prop.
 
                                    Firm Reg.No.017251N
 
                                    M.No. 098476