1.  We have audited the attached Balance Sheet of M/s. VYBRA AUTOMET
 LIMITED, as at 31 st March, 2011 ,the Profit and Loss Account and also
 the Cash Flow Statement 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.
 
 2.  We conducted our audit in accordance with the 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, 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.and
 subject to:
 
 a) Debtors/advances are subject to confirmation
 
 b) The company is in the process of identifying slow moving/ non moving
 items and the pending finalization of said process and we are not in a
 position to quantify the provision required to be made in the profit &
 loss account.
 
 (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 account 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
 account.
 
 (IV) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow statement dealt with by this report comply with the
 accounting standards referred to except AS-15 retirement benefits lo
 employees, in sub-section (3c) of the Section 211 of the Companies Act,
 1956;
 
 (V) On the basis of written representations received from the
 Directors, as on 31 st March, 2011 and taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 31 st March,2011 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 bestof 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
 given 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,2011;
 
 (b) in the case of the Profit and Loss Account, of the Loss for the
 year ended on that date;and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT (Referred to in paragraph (3) of our
 report of even date)
 
 I.  (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets
 
 (b) The fixed assets have been physically verified by the management
 and no material discrepancies were noticed all such verifications.
 
 (c) The company has not disposed of the substantial part of the fixed
 assets which will affect the going concern.
 
 II.  (a)The physical verification of the inventory has been conducted
 at reasonable intervals by the management.
 
 (b) In our opinion the physical verification of inventory followed by
 the management is reasonable and adequate in relation to the size of
 company and the nature of business.
 
 (c) In our opinion the company is maintained proper records of
 inventory and no material discrepancies were noticed on physical
 verification of inventories.
 
 III.  (a) The company has neither granted any loans nor advanced any
 amounts to companies/ firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956.Since the
 company has not granted any loans to companies/firms or other parties
 covered under section 301 of the Companies Act, 1956, the provisions of
 subclauses (b),(c) and (d) are not applicable to the company.
 
 (e) The company has not obtained Inter corporate deposits/unsecured
 loans from the parties covered under section 301 of the Companies Act,
 1956, the provisiohs of sub clauses (f) and (g) are not applicable to
 the company.
 
 (f) In our opinion, the terms and conditions on which loan has been
 taken from company listed in register maintained under section 301 of
 the Companies Act, 1956 are not, prima facie, prejudicial to the
 interest of the Company.
 
 (g) The company is regular in repaying the principal amounts as
 stipulated and has been regular in the payments.
 
 IV.  In ouv opinion there is an adequate internal control procedure
 commensurate with the size of the company and nature of the businessfor
 purchase of inventories and fixed assets and for sale cf goods.
 
 V.  (a) According to information and explanation given to us, all the
 transactions required to be entered in the register pursuance to the
 provisions of section 301 of the Companies Act, 1956 have been so
 entered.
 
 (b) According to information and explanation given to us, the
 transactions exceeding Rs. 5 lacs covered under the register maintained
 under section 301 of the Companies Act, are reasonable having regard to
 the prevailing market prices at the time of entering the transaction.
 
 VI.  According to information and explanation given to us, the company
 has not accepted deposit from the public as per the provisions of
 Section 58A and Section 58AA of the Companies Act, 1956.
 
 VII.  The company has an internal audit system commensurate with the
 size and nature of business.
 
 VIII.  According to information and explanation given to us, the
 Central Government has prescribed for the maintenance of cost records
 under section 209 (1) (d) of the Companies Act, 1956 for the products
 manufactured by the Company and the company has appointed a cost
 consultant to design the cost records and the same is under progress.
 
 IX.  (a) As per the records of the company, it has been depositing
 undisputed statutory dues Sales Tax, Excise Duty, Service Tax,
 Professional Tax, Provident Fund and ESI even though there were certain
 delays.The Statutory dues as on 31.03.2011 in respect of
 
 * Gratuity payable Rs.50.96 lacs
 
 Income tax payable for the AY 2008-09 Rs.29.05 lacs and
 
      ProvidentFundofRs.70.51 Lacs
      ESI Payable of Rs.8.13 Lacs
 
      Excise Payable Rs.4.03 Lacs
      Service Tax Rs.6.71 Lacs.
      ProfessionalTaxRs.2.99 Lacs.
      Bonus Rs. 7.91 Lacs.
 
 X.  The company has regrouped wherever necessary.
 
 XI.  The company has incurred a cash loss of Rs. 822.86 lacs in the
 financial year 2010-11 (Previous Year Rs. 1386.44 lacs).  The
 accumulated losses are less than fifty percentage of net worth of the
 company at the end of the financial year.
 
 XII.  On the basis of information available and explanation given to
 us, the company has obtained restructured package for defaulted
 payments/over due payments from the banks in view of the economic slow
 down.
 
 XIII.  According to information and explanation given to us, the
 company has not granted any loans or advances on the basis of security
 by way of pledge of shares,debentures or securities.
 
 XIV.  In our opinion, the company is not a Chit Fund or a Nidhi/Mutual
 Benefit Fund/Society.Therefore, the provisions of clause 4(xiii)ofthe
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 company.
 
 XV.  In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 are not applicable to the company.
 
 XVI.  According to the information and explanation given to us, the
 company has not given any guarantee for the loans taken by others from
 Bank or Financial Institution.
 
 XVII.  According to the information and explanation given to us, the
 company applied theTerm Loans for the purpose for which the loans were
 obtained.
 
 XVIII.  According to the information and explanation given to us and on
 overall examination of the Balance Sheet of the company, we report that
 no funds raised on short term basis have been utilized for long term
 investment except for working capital.
 
 XIX.  According to information and explanation given to us, the company
 has not made any preferential allotment of shares to parties covered
 under section 301 of the Companies Act, 1956.
 
 XX.  According to information and explanation given to us, the company
 has not raised any debentures during the year underaudit.
 
 XXI.  According to information and explanation given to us, the company
 has not raised any monies from the public byway of issue of shares to
 the public.
 
 XXII.  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 JAWAHAR AND ASSOCIATES 
                                            CHARTERED ACCOUNTANTS 
 
 PLACE.-HYDERABAD 
 
 DATE :31-8-2011                                             Sd/-
 
                                                     (V.UMAPATHI)
                                                         PARTNER.