1.  We have audited the attached Balance Sheet of Delta Corp Limited
 (''the Company'') as at March 31, 2012 and also the Statement of Profit
 and Loss and 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 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
 (''Order''), 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 to the
 information and explanations 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 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, statement of profit and loss and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 iv In our opinion, the balance sheet, statement of profit and loss and
 cash flow statement dealt with by this report comply with the
 accounting standards referred to in sub-Section (3C) of Section 211 of
 the Companies Act, 1956.
 
 v. Without qualifying our opinion, attention is drawn to note no. 36 of
 Notes to Accounts, with regards to MAT Credit Entitlement of Rs. 2,142.12
 Lacs which is based on the judgment of management.
 
 vi. On the basis of the written representations received from the
 directors, as on March 31, 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.
 
 vii. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 notes thereon 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 the balance sheet, of the state of affairs of the
 Company as at March 31, 2012;
 
 b) in the case of the statement of profit and loss, of the loss 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.
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of DELTA CORP LIMITED on the financial statements for the year
 ended 31st March, 2012
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, the Company has a policy to carry out a
 physical verification of fixed assets in a phased manner at regular
 intervals which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. We are informed that
 no material discrepancies were noticed on such verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets have not been disposed
 of by the Company during the year.
 
 (ii) The Company is not having any inventory; hence clause (ii) of the
 Order is not applicable.
 
 (iii) (a) The Company has granted loan to four subsidiary companies
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. The maximum amount involved during the year was Rs. 30,699.71
 Lacs and the year- end balance of loans granted to such parties was Rs.
 24,030.87 Lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not, prima facie, prejudicial to the interest of the
 Company.
 
 (c) The loans granted are repayable on demand. As informed, the company
 has not demanded repayment of any such loan and interest during the
 year. Hence, due to such stipulation, we are unable to state about the
 regularity of repayment / payment of principal and interest amount.
 
 (d) There is no overdue amount of loans granted to companies, firms or
 other parties listed in the register maintained under Section 301 of
 the Companies Act, 1956.
 
 (e) As informed, the Company has not taken any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 Accordingly, clause (iii) (f) and (g) of the Order is not applicable to
 the Company and hence, not reported upon.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of fixed assets and with regard to the
 sale of services. During the course of our audit, we have not observed
 any continuing failure to correct major weaknesses in internal control
 system of the Company.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 referred to in Section 301 of the Companies Act, 1956 that need to be
 entered into the register maintained under Section 301 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us there are transactions made in pursuance of contracts or
 arrangements exceeding the value of Rs. Five Lacs and the same are made
 at the prices which are reasonable having regards to the prevailing
 market price at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA and directions issued by the
 Reserve Bank of India or any other relevant provisions of the Act and
 the rules framed there under.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) The Central Government of India has not prescribed the
 maintenance of cost records under Clause (d) of Sub-Section (1) of
 Section 209 of the Act for the Company.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty, cess and other material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed dues in respect of provident fund, investor education and
 protection fund, employees'' state insurance, income- tax, wealth-tax,
 service tax, sales-tax, customs duty, excise duty, cess and other
 statutory dues which were outstanding, at the year end for a period of
 more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding as at
 the year end, of income- tax, sales-tax, wealth-tax, service tax,
 customs duty, excise duty and cess on account of any dispute, are as
 follows:
 
 Name of the   Nature of     Amount   Period to which the  Forum where
 statute         dues     Rs. in Lacs    amount relates      dispute is
                                                           pending
 
 Income Tax   Income Tax     146.22     FY 2006-07         Commissioner
                                                           of Income Tax
 Act, 1961                                                 (Appeal)
 
 Income Tax   Income Tax     796.23     FY 2007-08         Rectification
                                                           u/s 154 is
 Act, 1961                                                 pending 
                                                           before the
                                                           assessing
                                                           officer
 
 Income Tax   Income Tax     108.91     FY 2010-11         Rectification
                                                           u/s 154 is
 Act, 1961                                                 pending 
                                                           before the 
                                                           assessing
                                                           officer
 
 (x) The Company does not have any accumulated losses at the year end.
 Further, the Company has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a
 financial institution or bank. There are no debentures issued by the
 company.
 
 (xii) In our opinion and according to the information and explanations
 given to us, no loans and advances have been granted by the Company on
 the basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Order (as amended) are not applicable to the Company.
 
 (xiv) In respect of dealing/trading in shares, securities, debentures
 and other investments, in our opinion and according to the information
 and explanations given to us, generally the Company did not deal or
 trade in it. However, on short-term basis, surplus funds were invested
 in mutual fund for which proper records for the transaction and
 contracts have been maintained and timely entries have been made
 therein. The shares, securities, debentures and other investments have
 been held by the Company, in its own name.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the terms and conditions of guarantees given by the
 Company, for loans taken by its subsidiary companies from a bank during
 the year, is not prejudicial to the interest of the Company.
 
 (xvi) In our opinion and on overall examination, we report that the
 term loans have been applied for the purpose for which the loans were
 raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) According to the information and explanations given to us, the
 Company has made preferential allotment of equity shares on conversion
 of warrants to the parties covered in the Register maintained under
 Section 301 of the Companies Act, 1956 and the price at which these
 equity shares have been issued is not prejudicial to the interest of
 the Company.
 
 (xix) The Company has not issued debentures during the year.
 
 (xx) During the year the Company has not raised any money by way of
 public issue.
 
 (xxi) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year, nor
 have we been informed of any such case by the management.
   
 For Haribhakti & Co                               For Amit Desai & Co
 
 Chartered Accountants                           Chartered Accountants
 
 Firm''s Registration No.103523W        Firm''s Registration No. 130710W
 
 Chetan Desai                                               Amit Desai
 
 Partner                                                    Proprietor
 
 Membership No. 17000                             Membership No. 32926
 
 Place: Mumbai
 Date: 27th April, 2012