1.  We have audited the attached Balance Sheet of Halonix Limited as at
 March 31, 2011 and also the Profit and Loss Account and the Cash Flow
 Statement for the year ended on that date annexed thereto. These
 financial statements are the responsibility of the Companys
 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 mis-statement. 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 (Auditors 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 in para 3
 above, we report that: -
 
 (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 appears from our examination of
 those books;
 
 (c) The Balance sheet, Profit and Loss account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) 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 in Section 211 (3C) of the Companies Act, 1956.
 
 (e) On the basis of 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 disqualified as on
 March 31, 2011 from being appointed as a director in terms of Section
 274(1) (g) of Companies Act, 1956;
 
 (f) Without qualifying our opinion we draw attention to point no. 17 of
 schedule-19 regarding Managerial remuneration the company has made
 applications/ revision application to the Central Government seeking
 approval for the remuneration paid to the Managing Director & erstwhile
 Managing Director in excess of the limits prescribed under the
 Companies Act/ Central Government approval obtained amounting to Rs.
 207.52 Lacs for which approval is awaited.
 
 (g) 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 , give a true and fair view in conformity
 with the accounting principles generally accepted in India:
 
 i) in the case of Balance Sheet, of the state of the affairs of the
 Company, as at March 31, 2011.
 
 ii) in the case of the Profit and Loss account, 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 for the
 year ended on that date.
 
 Annexure referred to in paragraph (3) of our report of even date
 Halonix Limited (Formally known as Phoenix Lamps Limited)
 
 1.  The Company has maintained proper records to show full particulars,
 including quantitative details and situation of fixed assets. The fixed
 assets have been physically verified by the management according to the
 phased programme designed to cover all the items over a period of three
 years which in our opinion is reasonable having regard to the size of
 the Company and the nature of its assets. Pursuant to the programme, a
 portion of the fixed assets have been physically verified by the
 management during the year and no material discrepancies between the
 book records and physical verification have been noticed. The company
 has not disposed off any substantial part of fixed assets during the
 year and going concern status of the company is not affected.
 
 2.  The management has conducted physical verification of inventory
 except goods in transit at reasonable intervals. The procedures of
 physical verification of inventory followed by the management are
 reasonable and adequate in relation to the size of the Company and the
 nature of its business. The Company is maintaining proper records of
 inventory except for work in progress, which has been determined on the
 physical verification at the year end. No material discrepancies in
 inventory were noticed on physical verification.
 
 3.  (a) As informed, the Company has not granted any loan, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956.  Accordingly,
 paragraphs 4 (iii) (b), (c) and (d) of the Companies (Auditors Report)
 Order, 2003 (as amended) (herein referred to as the Order), are not
 applicable.
 
 (b) As informed, the Company has not taken any loan, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not
 applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventories and fixed assets and for the sale of goods.
 There is no sale of services, hence provision of this clause, to the
 extent of sale of services are not applicable to the company. During
 the course of our audit, no major weakness has been noticed in the
 internal control system in respect of these areas.
 
 5.  According to the information and explanations provided by the
 management, we are of the opinion that there are no transactions that
 need to be entered into the Register maintained under Section 301 of
 the Companies Act, 1956, therefore paragraph 4 (v) (b) of the Order is
 not applicable.
 
 6.  According to the information and explanations given to us, the
 Company has not accepted any deposits from the public within the
 meaning of section 58A & 58AA of the Companies Act, 1956 and the rules
 made thereunder.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Govt. for the
 maintenance of Cost Records under section 209 (1) (d) of the Companies
 Act, 1956 and are of the opinion that prima facie the prescribed
 accounts and records have been maintained. We have however, not made a
 detailed examination of these records with a view to determine whether
 they are accurate or complete.
 
 9.  a) According to the records of the Company, the Company is
 generally regular in depositing undisputed statutory dues including
 Provident Fund, Investor Education and Protection Fund, Employees
 State Insurance, Income Tax, Sales/Vat Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.  According to the
 information and explanations given to us, there are no arrears of
 outstanding statutory dues as at 31st March, 2011 for a period of more
 than six months from the date they became payable.
 
 b) According to the records of the Company, the dues outstanding of
 Income Tax, Wealth Tax,Sales Tax,Service Tax,Custom duty,Excise duty &
 Cess on account of any dispute are as follows:
 
 Name of the 
 Statue          Nature of dues  Amount  Period to 
                                           which    Forum where
                                                      disputes
                                 (Rs. in 
                                  Lacs ) the amount 
                                           relates   are pending
 
 Delhi Sales 
 Tax Act 1975   Sales Tax 
                 Demand           0.82   F.Y.1995-96  D.C.-Appeal IV,
                                                      Delhi
 
 U.P Trade Tax 
 Act 1948       Demand U/s 4B     1.04   F.Y.2000-01  Joint Commissioner
                                                      Appeal, Noida
 
 Uttrakhand 
 Vat Act 2005   Demand against   26.09   F.Y.2005-06  Joint Commissioner
                Stock 
                Transferred                           Appeal, Dehradun
 
 U.P Vat Act 
 2008           U/s 54(14)        6.12   F.Y.2008-09  Deputy 
                                                      Commissioner,
                                                      Noida
 
 Income Tax 
 Act 1961       TDS Demand       20.80   F.Y 2007-08  CIT Appeal, 
                                                      Ghaziabad
                                         F.Y 2008-09
                                         F.Y 2009-10
 
 10.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the current and
 immediately preceding financial year.
 
 11.  Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to financial
 institutions or bank.
 
 12.  According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 13.  In our opinion and according to the information and explanations
 given to us, the nature of activities of the Company does not attract
 any special statute applicable to chit fund, nidhi / mutual benefit
 fund and societies.
 
 14.  According to the information and explanations given to us, the
 Company is not dealing in or trading in shares, securities, debentures,
 and other investments. However during the year, the company has made an
 investment in International Lamps Holding Company S.A. a wholly owned
 subsidiary by way of acquisition of bearer shares certificate of the
 company. The share certificates has been kept in an escrow account.
 
 15.  Based on the audit procedures applied by us & according to the
 information & explanations provided by the management, the term loans
 taken by the company during the year have been applied for the purpose
 for which the loans were obtained.
 
 16.  According to the information and explanations given to us, the
 company has given Corporate/absolute guarantee and standby letter of
 credit amounting to Rs.  1704.26 Lacs (Euro 26.95 Lacs) in favor of
 COFACE
 
 FINANZ GMBH and/ Deutsche Bank AG, Germany towards the factoring
 facilities/ working capital facilities availed/to be availed by Trifa
 Lamps Germany GMBH, Germany, a step down wholly owned subsidiary. In
 our opinion the terms & conditions are not prejudicial to the interest
 of the company.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet and Cash Flow Statement of
 the company, we report that no funds raised on short term basis have
 been used for long term investment.
 
 18. The Company has not made any preferential allotment of shares to
 parties or Companies covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 19. The Company did not have any outstanding debentures during the
 year.
 
 20.  The Company has not raised any money through a public issue during
 the year.
 
 21.  Based upon the audit procedures performed by us for expressing our
 opinion on these financial statements and information & explanations
 given by the management, we have neither come across any instance of
 major fraud on or by the company noticed or reported during the year
 nor we have been informed of such case by the management.
 
                                      For ARUN K GUPTA & ASSOCIATES
 
                                              Chartered Accountants
 
                                      Firm Registration No. 000605N
 
                                               GIREESH KUMAR GOENKA
 
 Place : Noida                                              Partner
 
 Date : 20.05.2011                            Membership No. 096655