1.  We have audited the attached Balance Sheet of Delta Corp Limited 
 (''the Company'') as at March 31, 2011 and also the Proft and Loss 
 Account and the Cash Flow Statement for the year ended on that date 
 annexed thereto. These fnancial statements are the responsibility 
 of the Company''s management.  Our responsibility is to express an 
 opinion on these fnancial 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
 fnancial statements are free of material misstatements.  An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by management, as well as evaluating the overall fnancial 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 to the information and
 explanations given to us, we give in the Annexure a statement on the
 matters specifed 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, proft and loss account and cash fow statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the balance sheet, proft and loss account and cash
 fow 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. Wthout qualifying our opinion, attention is required to note no.
 (ii) k of II of schedule 18, with regards to MAT Credit Entitlement of
 Rs. 2,177.41 Lacs which is based on judgment of management.
 
 vi. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualifed as on
 March 31, 2011 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 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, 2011;
 
 b) in the case of the proft and loss account, of the proft for the year
 ended on that date; and
 
 c) in the case of cash fow statement, of the cash fows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of DELTA CORP LIMITED on the fnancial statements for the year
 ended 31st March, 2011
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fxed
 assets.
 
 (b) As explained to us, the Company has a policy to carry out a
 physical verifcation of fxed 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 verifcation.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fxed assets has 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) As informed, the Company has not granted any loans, secured
 or unsecured to companies, frms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 Accordingly, clause (iii) (b), (c) and (d) of the Companies (Auditor''s
 Report) Order, 2003 (as amended) is not applicable to the Company and
 hence, not reported upon.
 
 (e) As informed, the Company has not taken any loans, secured or
 unsecured from companies, frms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 Accordingly, clause (iii) (f) and (g) of the Companies (Auditor''s
 Report) Order, 2003 (as amended) 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 fxed assets and with regard to the sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weakness 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 Rupees 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 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 any of the products of 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, and other
 material statutory dues applicable to it.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act,1956, we
 are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (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      Nature of    Amount        Period to      Forum where
 of the    dues         In Lacs       which the      dispute is
 statute                              amount         pending
                                      relates
 
 Income    Income       146.22        F.Y. 2006-07   Commissioner
 Tax Act   Tax                                       of Income Tax
                                                     (Appeal)
 
 (x) The Company does not have any accumulated losses at the year end.
 Further, the Company has not incurred cash losses during the fnancial
 year covered by our audit and the immediately preceding fnancial 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
 fnancial institution, bank or debenture holders.
 
 (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 beneft fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (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 a guarantee given by the
 Company, for loan taken by one of it''s subsidiary company 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 and 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 and
 warrants 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, there is one fraud on the
 company noticed and reported by the Company during the year. We have
 been informed that a party attempted to misappropriate funds amounting
 to Rs. 45 Lacs during the year under audit.  There has been no loss of
 any amount to the Company. The Company has fled appropriate police
 complain against a party and investigation has been in progress.
 
 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. 017000                       Membership No. 032926
 
 Place: Mumbai
 
 Date: 26th April, 2011