1.  We have audited the attached Balance Sheet of ESSAR PORTS LIMITED
 (formerly known as Essar Shipping Ports & Logistics Limited) (the
 Company) as at 31st March, 2011, the Profit and Loss Account 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 4 and 5 of the said Order.
 
 4.  Without qualifying our report, we invite attention to Note B (6) of
 schedule 13 regarding Managerial Remuneration for the year 2010-11 paid
 to the Directors which is subject to a Special Resolution being passed
 at the General Meeting of the Company and approval of the Central
 Government as stated therein.
 
 5.  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 Profit and Loss Account 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 Profit and Loss Account 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 31st March, 2011;
 
 ii. in the case of the Profit and Loss Account, of the profit 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.
 
 6. On the basis of the written representations received from the
 Directors as on 31st March, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2011
 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 3 of our report of even date)
 
 (i) Having regard to the nature of the Company''s
 business/activities/result, clauses (vi), (viii), (x), (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 verified 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:
 
 (a) As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the Management were 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 explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (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, 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
 Investment 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 31st March, 2011 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 31st
 March, 2011.
 
 (ix) 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.
 
 (x) 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.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the term loans of Rs. 525 crores have not been applied for
 the purposes for which they were obtained.
 
 (xii) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xiii) 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
 
 (ICAI Reg. No. 117366W)
 
 Khurshed Pastakia
 
 Partner
 
 (Membership No. 31544)
 
 Mumbai
 
 4th July, 2011