1.  We have audited the attached Balance Sheet of Vyapar Industries
 Ltd., as at March 31st, 20l2 and also the statement of Profit and Loss
 Account and Cash flow statement for the year ended on that date annexed
 thereto. these financial statements arc 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
 general accepted in India. Those Auditing Standards require that we
 plan and conform 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 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. of India (the act) and on the
 basis of such checks of the books and records of the company as we
 considered appropriate and according in the information and explanation
 given to us. we give 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 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 appears from our examination of
 those books;
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash flow
 Statement dealt with by this report are in agreement with the books of
 accounts;
 
 (iv) In our opinion, the balance Sheet. Ute statement of profit and
 loss and cash flow statement dealt with by this report.
 
 (v) On the basis of the Written representations received from the
 director, as on March 31st, 2012. and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31,2012 from being appointed as a director in terms of clause (g)
 of sub- section (1) of section 274 of the companies Act, 1956
 
 (vi) In our opinion and to the best of our Information and according to
 the explanation given to us, the said accounts read together with notes
 to accounts, 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''s at 3lst March, 2012
 
 (b) in the case of the statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 (c) In the case of Cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS REPORT 31st MARCH, 2012
 
 Referred to in Paragraph 3 of our report of even date:
 
 I In respect of Fixed Assets:
 
 a) The Company is maintaining proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 D) As explained to us, all the fixed assets have been physically
 verified by the Management of the Company at regular intervals during
 the year, which in our opinion is reasonable. According to the
 information and explanation given to us, no material discrepancies were
 noticed on such physical verification
 
 c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the company
 and such disposal has, in our opinion, not affected the going concern
 status of the company.
 
 II In respect of Inventories:
 
 a) As explained to us the Inventory has been physically verified by the
 management during the year. In our opinion, having regard to the
 location of stocks, the frequency of verification of inventories is
 reasonable.
 
 b) In our opinion and according to the information and the explanation
 given to us, the procedures of 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) In our opinion and according to the information and explanation
 given to us, the company has maintain proper records of Inventory and
 has no material discrepancies were noticed on physical verification.
 
 III According to the information and explanation given to us, the
 company has neither granted nor taken any loans, secured or unsecured,
 to / from companies, firms or of her parties covered in the Register
 maintained under Section 301 of the Companies Act 1956. Consequently
 clauses (iii) (a) to (iii) (g) of paragraph 4 of CARO are not
 applicable
 
 IV In our opinion and according to the information and explanation
 given to us, there is an adequate internal control procedures
 commensurate with the size of the Company and nature of its business
 with regard to purchase of inventory and fixed assets and for the sale
 of goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in such
 internal control system.
 
 V In respect of the contracts or arrangements referred to in section
 301 of the Companies Act, 1956
 
 a) In our opinion and according to the information and explanation
 given to us, the transactions made in pursuance of contracts or
 arrangements that needs to be entered into the register 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, the transactions made in pursuance of contracts /
 arrangements entered in the register maintained under section 301 of
 the companies act 1956 and exceeding the value of Rs. 5,00,000 in the
 respect of each party during the year have been made at prices which
 are prima face reasonable having regard to the prevailing market prices
 at relevant time as per the information available with the company.
 
 VI According to the information and explanation given to us. the
 Company has not accepted any deposit from the public. Therefore, the
 provisions of clause (vi) of the paragraph 4 of the order are not
 applicable to the company.
 
 VII In our opinion, the Company has an internal audit system
 commensurate with size of the company and nature of its business.
 
 VII In our opinion, and to the best of our knowledge and belief, having
 regard to the nature of the company''s business and operations, there is
 no statutory requirement for maintenance of cost records under clause
 (d) of Sub-section (1) of section 209 of the companies act. 1956
 Further to the best of our knowledge and according to the information
 and explanation given to us, the central government has not prescribed
 the maintenance of cost records for any product of the company.
 Consequently, clause (viii) of the paragraph 4 of CARO is not
 applicable
 
 IX.  In respect of statutory Dues:
 
 a) According to the records of the company, and based on the
 information and explanation given to us.  the company has been
 generally regular in depositing undisputed applicable statutory dues
 including income tax, sales tax, wealth tax, service tax, custom duty,
 excise duty, cess and of her material statutory dues with the
 appropriate authorities during the year. According to the information
 and explanation given to us no undisputed amounts payable in respect of
 aforesaid dues were outstanding as at 31st March. 2012 for a period of
 more than six months from the date of becoming payable.
 
 b) According to the information and explanations given to us there were
 no such statutory dues which have not been deposited as on 31st March
 2012 on account of disputes. Consequently. the requirement of clause
 (ix) (b)of paragraph 4 of the order is not applicable.
 
 X The Company has accumulated losses of Rs. 1,21,50,567/- which is less
 than 50% of its net worth at the end of the financial year. The Company
 has not incurred any cash losses during the financial year covered by
 the audit and in the preceding financial year.
 
 XI In our opinion and according to the information and explanations
 given to us, the company has not borrowed any money from banks,
 financial institution or Issued any debentures. Consequently, the
 requirement of Clause (xi)of paragraph 4 of the order is no applicable.
 
 XII in our opinion and according to the information and explanation
 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
 the way of pledge of shares, debentures and of her securities.
 
 XII In our opinion and according to the information and explanation
 given to us and based on the information available, the Company is not
 a chit fund or a nidhi / mutual benefit fund / society. Therefore, the
 provisions of clause (xiii) of paragraph 4 of the order are not
 applicable to the company
 
 XIV The company has not dealt in shares, securities, debentures and of
 her investments. Consequently, Clause (xi) of paragraph 4 of The order
 is not applicable
 
 XV According to the information and explanations given to us and based
 on the information available, the company has not given any guarantee
 for loans taken by others from banks or financial institutions during
 the year. Consequently, the requirement of Clause (xv) of paragraph 4
 of the order is not applicable.
 
 XVI To the best of our knowledge and belief and according to the
 information and explanation given to us, in our opinion, term loans
 outstanding at the beginning of the year and those raised during the
 year by the Company were, prima facie, applied by the Company for the
 purpose for which the loans were obtained
 
 XVII According to the information and explanation given to us and on
 overall examination of the Balance Sheet of the Company, we are of the
 opinion that funds raised on short-term basis have, prima facie, not
 been used during the year for long term investment.
 
 XVIII The Company has not made preferential allotment of shares to
 parties and companies covered in register maintained under Section 301
 of the Companies Act 1956.
 
 XIX The Company did not issue any debentures during the year.
 Consequently, clause (xix) of paragraph 4 of the order is not
 applicable.
 
 XX During the period covered by our audit report, the Company has not
 raised any money by public issue.  Consequently, clause (xx) of
 paragraph 4 of the order is not applicable.
 
 XXI To the best of our knowledge and belief and according to the
 information and explanation given to us, in our opinion, no fraud on or
 by the Company was noticed or reported during tine year.
 
                                              Mr. Salim A. Kantawala
 
                                               (Chartered Accountant)
 
                                               Membership No. : 38859
 
 Place: Mumbai
 
 Date : 30th August, 2012.