1.  We have audited the attached Balance Sheet of SURYA
 ROSHNI LIMITED as at 31st March, 2011 the related 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 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 of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in 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 as
 amended by the Companies (Auditors'' Report) (Amendment) Order, 2004
 issued by the Central Government of India in terms of Sub Section (4A)
 of Section 227 of the Companies Act, 1956 and on the basis of such
 checks as we considered appropriate and according to the information
 and explanations given to us, we enclose in the Annexure hereto a
 statement on the matters specified in paragraphs 4 and 5 of the said
 order to the extent applicable.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (I) 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.
 
 (ii) 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.
 
 (iii) 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.
 
 (iv) In our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report Comply with the
 mandatory Accounting Standards referred in Sub Section (3C) of Section
 211 of the Companies Act, 1956.
 
 (v) 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.
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements read
 together with the Significant Accounting Policies and other notes
 thereon give the information required by the Companies Act, 1956 in the
 manner so required, and present a true and fair view, in conformity
 with the accounting principles generally accepted in India :
 
 a) in so far as it relates to Balance Sheet, of the State of affairs of
 the Company as at 31st March, 2011;
 
 b) in so far as it relates to Profit and Loss Account, of Profit of the
 Company for the year ended on that date ; and
 
 c) in so far as it relates to the Cash Flow Statement, of the Cash
 Flows for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 (Year ended 31-3-2011)
 
 Referred to in paragraph 3 of our report of even date
 
 1.  In respect of its fixed assets:
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b) The Company has a programme of physical verification on a rotational
 basis, which, in our opinion, is reasonable having regard to the size
 of the Company and the nature of its business Accordingly, certain
 fixed assets have been physically verified by the management during the
 year and no material discrepancies were noticed on such verification.
 
 c) There was no substantial disposal of fixed assets during the year.
 
 2.  In respect of its inventories :
 
 a) The Management has conducted physical verification of inventory at
 reasonable intervals during the year.
 
 b) The procedures of physical verification of in ventory 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 is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 Company to/from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956:
 
 a) The Company has not granted any loans, secured or unsecured to
 Companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 b) Since the Company has not granted any loans, the Clause (b), (c),
 (d) relating to the rate of interest, receipt of Principal amount,
 overdue amount does not apply.
 
 c) The Company has not taken any loans, secured or unsecured from
 Companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 d) Since the Company has not taken any loans, the Clause relating to
 the rate of interest, payment of Principal amount, overdue amount does
 not apply.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control commensurate with the
 size of the Company and the nature of its business for the purchase of
 inventory, fixed assets and for the sale of goods and services. During
 the course of our audit, we have not observed any continuing failure to
 correct major weaknesses in internal controls system of the Company.
 
 5.  In respect of transactions covered under Section 301 of the
 Companies Act, 1956:
 
 a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding the value of Rupees Five lakhs have been entered
 into during the financial year at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Section
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public. Since theCompany has not
 defaulted in repayments of deposits, compliance of Section 58AA. No
 order has been passed by the Company Law Board, National Company Law
 Tribunal or Reserve Bank of India.
 
 7.  In our opinion, the internal audit system of the Company is
 commensurate with its size and nature of its business.
 
 8.  We have broadly reviewed the books of accounts relating to
 materials, labour and other items of cost maintained by the Company
 Pursuant to the Rules made by the Central Government for the
 maintenance of Cost Records under Section 209(1)(d) of the Companies
 Act, 1956 and we are of the opinion, that prima facie, the prescribed
 accounts and records have been made and maintained.  However, we have
 not made a detailed examination of the records.
 
 9.  In respect of statutory dues :
 
 I) the company is generally regular in depositing with
 
 appropriate authorities 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.
 
 ii) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Wealth Tax,
 Sales/VAT Tax, Custom Duty, Excise Duty and Cess were in arrears as at
 31st March, 2011 for a period of more than six months from the date
 they became payable.
 
 iii) The disputed statutory dues aggregating to Rs.2,83,16,041/- that
 have not been deposited on account of matters pending before
 appropriate authorities are as under:
 
 Sl.  Name of     Nature of.       Forum where       Amount in
 No.  the Statue  Dues             dispute is            (Rs.)
                                   pending
 
 1.   Central     Excise Duty      CESTAT          1,33,93,777 
      Excise
      Act, 1944
 
 2.   Employees   Employees        High Court        53,85,264 
      State       State Insurance
      Insurance   Calculation 
      Act, 1966
 
 3.   UPSEB       UPSEB Acts       High Court        41,27,000
 
 4.   Sales       Taxes            Upto              30,42,000 
      Tax/VAT                      Commissioner
      Acts                         Level
                                   High Court        23,68,000
 
                                   Total           2,83,16,041
 
 10.  The Company has no accumulated losses and has not incurred any
 cash losses during the financial year covered by our audit or in the
 immediately preceding financial year.
 
 11.  Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the Company has
 not defaulted in repayment of dues to financial institutions, banks or
 debenture holders.
 
 12.  In our opinion and according to the information and explanations
 given to us, no loans and advances have been granted by the Company on
 the basis of security by way of pledge of shares, debentures and other
 investments.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/ society. Therefore, clause 4(xiii) of the Companies
 (Auditor''s Report) Order 2003 is not applicable to the Company.
 
 14.  In our opinion, the Company is not dealing in or trading in
 Shares, securities, debentures and other investments.  Accordingly, the
 Provisions of Clause 4 (xiv) of the Companies (Auditors'' Report) Order,
 2003 are not applicable to the Company
 
 15.  The Company has given guarantees to the extent of Rs.135 crores to
 the Bank(s) on account of Term Loans taken by the Subsidiary Company in
 pursuant to resolution under section 372A of the Companies Act, 1956.
 
 16.  In our opinion, the term loans have been applied for the purposes
 for which they were raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we report
 that no funds raised on short term basis have been used for long term
 investments. No long term funds have been used to finance short term
 assets except permanent working capital.
 
 18.  The Company has outstanding 45,70,000 Optionally Convertible
 Equity Warrants (Series I) as on 31st March,2010. The Company has
 further issued the Preferential allotment of 1,14,30,000 Optionally
 Convertible Equity Warrants (Series II) to Promoters Group at a price
 of Rs.83/- which includes a premium of Rs.73/- per share and 54,75,000
 Optionally Convertible Equity Warrants (Series III) to Promoters Group
 at a price of Rs.111/- which includes a premium of Rs.101/- per share
 calculated on the relevant date, in accordance with the SEBI (Issues of
 Capital & Disclosure Requirements) Regulations, 2009 and furthermore
 45,70,000 outstanding Optionally Convertible Equity Warrants (Series I)
 and 1,14,30,000 Warrants (Series II) were converted into Equity Shares
 of Rs.10/- each fully paid and entire 54,75,000 Optionally Convertible
 Equity Warrants (Series III) are still outstanding for conversion as on
 date of Balance Sheet.
 
 19.  The Company has no debentures as at 31st March, 2011.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  In our opinion and according to the information and explanations
 given to us, no fraud on or by the Company has been noticed or reported
 during the year, that causes the financial statements to be materially
 misstated.
 
                                          For Sastry K. Anandam & Co.
                                                Chartered Accountants
                                      (Firm Registration No. 000179N)
 
 
                                              (C.A. ANANDA SASTRY K.)
                                                       PARTNER F.C.A.
                                                  Membership No. 9980
 
 Place : New Delhi 
 Date : 5th May, 2011