1.  we have audited the attached Balance Sheet of Power grid
 Corporation of India Ltd. as at March 31, 2011, and the Profit and Loss
 Account and also 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 from material mis-statements. 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 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, read
 with Companies (Auditor''s Report) (Amendment) order, 2004 issued by the
 Central government of India 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.  we draw attention to Note No. 14 (b), (c) and (d) of Schedule 28 –
 Notes on Accounts regarding provisional recognition of transmission
 charges.
 
 5.  Further to our comments in the annexure referred to in paragraph 4
 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 the
 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, subject to our observations in paragraph 3 above,
 the Balance Sheet, Profit and Loss Account 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.
 
 e) In pursuance to the notification No. gSR 829(E) dated 17.7.2003,
 issued by the Department of Company Affairs; clause (g) of sub-section
 (1) of section 274 of Companies Act, 1956 pertaining to
 disqualification of Directors is not applicable to a government
 Company.
 
 f) In our opinion and to the best of our knowledge and according to
 information and explanation given to us, the said financial statements,
 read together with the Notes on Accounts given in Schedule 28 and
 Accounting Policies annexed thereto, in so far as these are not
 inconsistent with the Electricity Act, 2003, 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 Balance Sheet, of the state of affairs of the Company
 as at 31st March, 2011.
 
 ii) in the case of Profit and Loss Account, of the profit for the year
 ended on that date; and
 
 iii) in the case of Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 
 
 
 Annexure to the Auditors'' report
 
 re: Power Grid Corporation of India Limited
 
 annexure referred to in Paragraph 3 of our report of even Date
 
 1.  a) The Company has generally maintained records of Fixed Assets,
 showing full particulars including quantitative details and situation
 of Fixed Assets.
 
 b) The assets have been physically verified by external agencies during
 the year and discrepancies, though not material, noticed on such
 verification have been reconciled / adjusted in the books of account.
 In our opinion, frequency of verification is reasonable.
 
 c) During the year the company has not disposed off substantial part of
 its Fixed Assets.
 
 2.  a) Physical verification of inventory has been conducted by
 external agencies during the year, except for the materials lying with
 contractors. In our opinion frequency of verification is reasonable.
 
 b) The procedures of physical verification of inventories, followed by
 the Management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 c) The Company has maintained proper records of inventory. The
 discrepancies noticed on physical verification of the inventory have
 been properly dealt with in the books of account except material lying
 with contractors where verification is not undertaken.
 
 3.  The Company has neither granted nor taken any loans, secured or
 unsecured to / from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems, commensurate
 with the size of the Company and the nature of its business, with
 regard to purchase of inventory and fixed assets and income from
 transmission, telecom and consultancy activities. During the course of
 our audit we have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the underlying
 internal control systems except in the matter of closing of contracts.
 
 5.  According to the information and explanation given to us, there are
 no contracts or arrangements referred to in section 301 of the
 Companies Act 1956, during the year, to be entered in the register
 maintained under that section . Accordingly Clause (v) of paragraph 4
 of the order is not applicable.
 
 6.  Since the Company has not accepted any deposit from the public, the
 question of compliance with the directives issued by the Reserve Bank
 of India and the provisions of section 58-A, 58-AA and other relevant
 provisions of Companies Act, 1956, and rules framed thereunder, does
 not arise.
 
 7.  The Company has an Internal Audit system. In our opinion, the scope
 and coverage of Internal Audit are commensurate with the size and
 nature of its business.
 
 8.  The Central government has prescribed maintenance of Cost Records
 under Section 209 (1)(d) of the Companies Act, 1956 in respect of
 Transmission & Telecom operations of the Company. we have broadly
 reviewed the Records prepared by the Company and are of the opinion
 that, prima facie, the prescribed records have been made and
 maintained.
 
 9.  a) According to the information and explanation given to us, the
 Company is regular in depositing undisputed statutory dues with
 appropriate authorities including Provident Fund, Income Tax, Sales
 Tax, wealth Tax, Service Tax, Custom Duty, Excise Duty and other
 statutory dues applicable to the Company and that there are no
 undisputed statutory dues outstanding as on 31.3.2011 for a period of
 more than six months from the date they became payable.
 
 As informed, the provisions of the Employees State Insurance Act are
 not applicable to the Company.  Unclaimed bonds of Rs.0.07 crore and
 unclaimed dividend of Rs.4.31 crore which has not exceeded the time limit
 prescribed under Section 205C of the Companies Act, 1956 are lying as
 liability towards Investor Education & Protection Fund.
 
 b) According to information and explanation given to us, following
 disputed demands of income tax / sales tax / customs duty / wealth tax
 / service tax / excise duty / cess dues have not been deposited:
 
 Particulars       Amount   Forum Where Pending
                  (Rs. in 
                    crore)
 
 Entry Tax           0.01   Appellate Board, Commercial Tax Department,
                            Madhya Pradesh
 
 Entry Tax          12.44   Dy. Commissioner (Appeals), Commercial Tax 
                            Department, Madhya Pradesh
 
 Entry tax          11.40   Joint Commissioner of Commercial Tax 
                            (Appeal), Patna
 
 Sales Tax          18.15   Assistant Commissioner, Commercial Tax
                            Department, Madhya Pradesh
 
 Sales Tax          33.89   J&K State Sales Tax Appellate Tribunal
 
 Sales Tax          16.09   Dy. Commissioner of Sales Tax (Appeal),
                            Jammu, J&K State
 
 Service Tax         1.57   Commissioner of Central Excise, Patna
 
 Education Cess      0.82   Dehgam Nagar Palika, Dehgam
 
 Diversion Tax 
 (for non-           2.23   S D o, Itarsi
 agriculture use 
 of land)
 
 Income Tax 
 (TDS) on           38.41   High Court, Kolkata
 perquisites
 
 Income Tax & 
 Interest            1.13   Commissioner of Income Tax ( Appeals), 
                            New Delhi.
 
 Income Tax & 
 Interest            4.84   Income Tax Appellate Tribunal, Delhi.
 
 10. The Company does not have accumulated losses at the end of
 financial year and has not incurred any cash loss in the financial year
 under audit, and also in the immediately preceding financial year.
 
 11. on the basis of audit procedures adopted by us and according to the
 records, the Company has not defaulted in repayment of dues to any
 financial institution or bank or bondholders.
 
 12. The company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13. The company is not a chit fund or nidhi/mutual benefit
 fund/society. Accordingly, Clause xiii of paragraph 4 of the order is
 not applicable.
 
 14. In our opinion, the Company is not dealing in or trading in shares,
 debentures, and other investments. Accordingly, Clause xiv of paragraph
 4 of the order is not applicable.
 
 15. As informed to us, the Company has not given any guarantee for
 loans taken by others from banks or financial institutions, except in
 the case of Powerlink Transmission Limited, wherein it has pledged its
 shares in favour of financial institutions for financial assistance
 obtained by the said company, as per the terms and conditions of Joint
 venture Agreement. In our opinion and to the best of our information
 and according to explanation given to us, the terms and conditions of
 share pledge agreement are not, prime facie prejudicial to the interest
 of the company.
 
 16. In our opinion on an overall basis and according to the information
 and explanation given to us, the company has applied the term loans for
 the purpose, they were raised during the year.
 
 17. In our opinion, on an overall basis, and according to the
 information and explanation given to us, the company has not used the
 funds raised on short term basis for long term investment.
 
 18. The Company has not made any preferential allotment of shares to
 parties and Companies covered in the register maintained under section
 301 of the Act during the year.
 
 19. The Company has not issued the debentures during the year.
 
 20. we have verified the end use of money raised by Follow-on Public
 offer during the year as stated in the prospectus filed with SEBI,
 offer document and as disclosed in the note no. 17 of Notes on Accounts
 to the financial statements.
 
 21. According to the information and explanations given to us, no fraud
 on or by the Company has been noticed or reported during the course of
 our audit.
 
                                                    For A.R. & Co.
 
                                                Chartered Accountants
                                                Firm Regn No.002744C
 
                                                         Sd/-
 
                                                  (Prabuddha Gupta)
 
                                                       Partner
                                                 Membership No.400189
 
                                                 For S R I Associates
 
                                                Chartered Accountants
                                                Firm Regn No.305109E
 
                                                        Sd/-
 
                                                     ( I. Pasha )
 
                                                       Partner
                                                Membership No.013280
 
                                             For Umamaheswara Rao & Co.
 
                                               Chartered Accountants
                                              Firm Regn No.   004453S
 
                                                        Sd/-
 
                                                   (A. Siva Prasad)
 
                                                        Partner
                                                 Membership No.213675
 
 Place : New Delhi.
 
 Dated : 24th May, 2011.