1.  We have audited the attached Balance Sheet of ESSAR PORTS LIMITED
 (formerly known as Essar Shipping Ports & Logistics Limited) (the
 Company) as at March 31, 2012, the Statement of profit and Loss and the
 Cash Flow Statement of the Company for the year ended on that date,
 both 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the 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 (CARO)
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we enclose in the Annexure a statement on the
 matters specified in paragraphs 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:
 
 a.  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;
 
 b.  in our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 c.  the Balance Sheet, the Statement of profit and Loss and the Cash
 Flow Statement dealt with by this report are in agreement with the
 books of account;
 
 d.  in our opinion, the Balance Sheet, the Statement of profit and Loss
 and the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 e.  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:
 
 i. in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012;
 
 ii. in the case of the Statement of profit and Loss, of the loss of the
 Company for the year ended on that date; and
 
 iii. in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 5. On the basis of the written representations received from the
 Directors as on March 31, 2012 taken on record by the Board of
 Directors, none of the Directors is disQualified as on March 31, 2012
 from being appointed as a director in terms of Section 274(1)(g) of the
 Companies Act, 1956.
 
 Annexure to the Auditors'' Report (Referred to in paragraph 4 of our
 report of even date)
 
 (i) Having regard to the nature of the Company''s business / activities
 / result, clauses (vi), (viii), (xii), (xiii), (xiv), (xviii), (xix)
 and (xx) of CARO are not applicable.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verifed during the year by the
 Management in accordance with a regular programme of verification which,
 in our opinion, provides for physical verification of all the fixed
 assets at reasonable intervals. According to the information and
 explanation 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 substantial disposals of fixed
 assets during the year and the going concern status of the Company is
 not affected.
 
 (iii) In respect of its inventory, as explained to us, the Company is
 not required to maintain any inventories for its operation. Hence the
 provisions of clause (ii) (a) to (ii) (c) of the Order is not
 applicable to the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, the Company has neither granted nor taken any loans,
 secured or unsecured, to / from companies, firms or other parties listed
 in the Register maintained under Section 301 of the Companies Act,
 1956. Hence, the provisions of clause (iii) (b) to (iii) (g) of the
 Order are not applicable to the Company.
 
 (v) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchases of inventory and fixed assets and the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness in such internal control system.
 
 (vi) In our opinion and according to information and explanation given
 to us, there are no contracts or arrangements that need to be entered
 into the register maintained in pursuance of Section 301 of the
 Companies Act, 1956.
 
 (vii) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Income-tax, Tax Deducted at source,
 Sales Tax, Service Tax, Custom Duty, Cess and other material statutory
 dues applicable to it with the appropriate authorities. As informed to
 us, the provisions for Investors Education and Protection Fund,
 Employee''s State Insurance, Sales Tax, Wealth Tax and Excise duty were
 not applicable to the Company during the year.
 
 (b) There were no undisputed amounts payable in respect of above
 statutory dues in arrears as at March 31, 2012 for a period of more
 than six months from the date they became payable.
 
 (c) There were no due pending to be deposited on account of any dispute
 in respect of Income-tax, Service Tax, Custom Duty and Cess as on March
 31, 2012.
 
 (ix) The Company does not have accumulated losses as at the end of the
 financial year. The Company has incurred cash losses in the financial
 year covered by the audit; however no cash loss were incurred in the
 immediately preceding financial year.
 
 (x) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks, financial institutions and debenture holders.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 (xii) In our opinion and according to the information and explanations
 given to us, working capital loans of Rs. 30,000 lakhs have been
 applied by the Company for purchase of investment in the equity of
 subsidiary companies.
 
 (xiii) On the basis of an overall examination of the balance sheet as
 at March 31, 2012 and the cash flow statement of the Company for the
 year then ended and according to the information and explanation given
 to us, we report that funds raised on short-term basis amounting to Rs.
 29,744.01 lakhs have, prima facie, been used for long term purpose.
 
 (xiv) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no material fraud
 on the Company has been noticed or reported during the year.
 
 For DELOITTE HASKINS & SELLS
 
 Chartered Accountants
 
 (Firm Registration No. 117365W)
 
 Khurshed Pastakia
 
 Partner
 
 (Membership No. 31544)
 
 Mumbai
 May 30, 2012