We have audited the attached Balance Sheet of STL GLOBAL LIMITED, as at
 31st March 2011, and also the annexed Profit & Loss Account and the
 cash flow statement of the company for the year ended on that date.
 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.
 
 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 misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosers 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.
 
 As required by the Companies (Auditor''s 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 paragraph 4 and 5 of the said order to the
 extent applicable.
     
 Further to our comments in the Annexure referred to above, we report
 that:
 
 (a) We have obtained all the information and explanations, which to the
 best of the knowledgment and belief were necessary for the purpose of
 our audit;
 
 (b) in our opinion, proper books of accounts 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 & Loss Accounts 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 & Loss Accounts and Cash
 Flow statement delt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the
 companies Act, 1956;
 
 (e) On the basis of written representations received from the
 Directors, as on 31st March 2011, and taken on record by the Board of
 Directors, We report that none of the Directors is disqualified as on
 31st March 2011, from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 (f) 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 principals
 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) ln the case of the Profit & Loss Account, of the loss 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 the main Report of even date)
 
 (i) (a) The Company has maintained proper record showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) The fixed assets covering significant value have been physically
 verified by the management during the year, which in our opinion is
 reasonable having regard to the size of the company and nature of its
 assets. On the basis of the information and explanations given by the
 management, no material discrepancies have been noticed on such
 verification.
 
 (c) The Company has not disposed off any substantial par to fits fixed
 assets during the year.
 
 (ii) (a) The Inventories have been physically verified by the
 management at reasonable intervals during the year.
 
 (b) To the best of our knowledge and according to information and
 explanation given to us, the procedure of physical verification of
 inventories followed by the management are reasonable and adequate in
 relation to the size of the company and nature of its business.
 
 (c) To the best of our knowledge and according to information and
 explanation given to us, the company has maintained proper records of
 inventory. The discrepancies, noticed on the aforesaid verification,
 between the physical stocks and stocks as per books have been properly
 dealt with in the books of account.
 
 (iii) (a) To the best of our knowledge and according to the information
 and explanation given to us, the company has not granted any loans,
 secured or unsecured to / from companies, firms or other parties
 covered in the register maintained under section 301 of the
 CompaniesAct,1956.
 
 (b) The company has taken unsecured loan from Two parties covered in
 the register maintained under section 301 of the Companies Act, 1956, on
 call basis. The maximum amount outstanding during the year was Rs.
 514.95 Lakhs and the yearend balance was Rs.514.95 lakhs.
 
 (c) The same loan is interest free. Other terms and conditions on which
 the loan has been taken are prima facie, not prejudicial to the
 interest of the company.
 
 (d) In view of our comments in para iii (b) and (c) above, clause 4
 (iii) (g) of the said order is not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control procedure
 commensurate with the size of the company and the nature of its
 business, with regard to purchase of inventory, fixed assets and sale
 of goods. During the course of our audit, no major weakness has been
 noticed in the internal control systems.
 
 (v) (a) To the best of our knowledge and belief and according to
 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 have been entered in the register required to be maintained
 under that section.
 
 (b) Transaction made in pursuance of such contracts or arrangements
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposit from the public
 covered by section 58 A and 58 AA of The Companies Act 1956.
 
 (vii) To the best of our knowledge and according to information and
 explanation given to us, the company has an adequate internal audit
 system commensurate with its size and nature of its business.
 
 (viii) To the best of our knowledge and according to the information
 given to us, The Central Government has not been prescribed maintenance
 of cost records under section 209 (1)(d) of the Companies Act,1956 in
 respect of the company''s products.
 
 (ix) (a) To the best of our knowledge and according to the books and
 records as produced and examined by us, in accordance with the
 generally accepted auditing practices in India, the Company is regular
 in depositing undisputed statutory dues including provident fund,
 employees state insurance, Income tax, sale tax, wealth tax, service
 tax, excise duty, custom duty, and cess and other statutory dues as
 applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, sale tax, wealth
 tax, service tax, excise duty, custom duty and cess were in arrears, as
 at 31s, March, 2011 for a period of more than six months from the date
 they become payable.
 
 (c) As at 31st March, 2011, according to the records of the Company and
 the information & explanations given to us, the following are the
 particulars of dues on account of Income Tax, Sale Tax, wealth tax,
 service tax, custom duty, excise duty and cess matters that have not
 been deposited on account of any dispute-
 
 Sl. Name of the Statue   Nature of Dues   Amount     Forum where Dispute
 No.                                       Rupees     is pending
 
 l   Income Tax Act,1961  Income Tax      26,72,030   High Court ( Delhi)
 
 2   Local Area 
     Development          Local Area      47,99,479   Jt. Excise & 
                                                      Taxation
     Ordiance-2000        Development
                          Tax                         Commissioner,
                                                      Faridabad
 
 3   HGST Act             Sale Tax        23,12,722   Jt. Excise & 
                                                      Taxation
                                                      Commissioner, 
                                                      Faridabad
 
 4   HVAT Act             Sale Tax         4,10,939   Haryana Sale Tax
                                                      Appellate Tribunal,
                                                      Chandigarh
 
 (x) The Company''s accumulated losses at the end of the financial year
 are more than fifty percent of its net worth. Further the Company has
 incurred cash losses during the financial year covered by our audit and
 the immediately preceding financial year.
 
 (xi) According to the information and explanations given to us, the
 company during the year has defaulted in repayment of dues to financial
 institutions and banks. However during the year, the Company has
 submitted its proposal under Corporate Debt Restructuring (CDR)
 mechanism to CDR cell for restructuring its secured debts and The CDR
 Empowered Group has considered and approved the proposal of the
 Company.
 
 (xii) The Company during the year has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 (xiii) The provisions of any special statue as specified under
 paragraph (xiii) of the order are not applicable to the company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the company is not a dealer or trader in securities.
 
 (xv) According to the information and explanations given to us, in
 Our opinion, the Company has not given any guarantee for loans taken by
 others from Bank or financial institutions, the terms and conditions
 where of are prejudicial to the interest of the company.
 
 (xvi) To the best of our knowledge and according to the information and
 explanation given to us. And on an overall examinations, we are of the
 opinion that, terms loans availed by the company, have been, applied
 for the purpose for which they were raised.
 
 (xvii) According to the information and explanations given to us, and
 on an overall examination of the Balance Sheet of the company, funds
 raised on short term basis have not been used for long term investment.
 
 (xviii) To the best of our knowledge and as per the information and
 explanations given to us the Company has not made any preferential
 allotment of shares to the parties and companies covered in the
 Register maintained under Section 301 of the Act.
 
 (xix) As there are no debentures outstanding at year-end, paragraph
 (xix) of the order is not applicable.
 
 (xx) According to The information provided to us, the company has not
 raised any money by way of public issue during the year. Therefore
 clause 4(xix) of order is not applicable to the company.
 
 (xxi) According to the information and explanations given to us, during
 the year no fraud on or by the company has been noticed or reported.
 
                                                       For M M GOYAL&CO.
                                                   Firm Regn. No 007198N
 
                                                   Chartered Accountants
 
                                                                    Sd/-
 
                                                               M.M.GOYAL
 
                                                                 Partner
 
 New Delhi                                          Membership No. 86085
 
 May 28th 2011