1.  We have audited the attached Balance Sheet of TRF Limited (the
 Company), as at March 31, 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 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 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 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.  Without qualifying our report, attention is invited to note (i) of
 Schedule 19 forming part of the financial statements regarding that the
 Company has paid Managerial Remuneration aggregating Rs. 39.33 lakhs to
 the Managing Director for the year which is subject to the approval of
 the Central Government;
 
 4.  As required by the Companies (Auditors Report) Order, 2003 (CARO)
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we give in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 5.  Further to our comments in paragraph 3 and the Annexure referred to
 in paragraph 4 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 it 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 are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (v) as stated in note (i) (i) of Schedule 20 for
 
 recognizing profit on contracts, stage of completion is determined as a
 proportion that contract costs incurred for the work performed up to
 the closing date bear to the estimated total costs. Further, as stated
 in that note, the expected loss on contracts is recognized when it is
 probable that the total contract costs will exceed the total contract
 revenue. For this purpose, total contract costs are ascertained on the
 basis of contract costs incurred and cost to completion of contracts
 which is arrived at by the management based on current technical data,
 forecast and estimate of net expenditure to be incurred in future
 including for contingencies etc., which being technical matters have
 been relied on by us. Additionally, as stated in note (v) of Schedule
 20 revisions in projected profit/ loss arising from change in estimate
 etc. are reflected during the course of work in each accounting period
 in which the revisions have been made; the effect of these revisions
 has not been disclosed separately in the accounts, as the amounts
 thereof cannot be accurately determined;
 
 (vi) 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
 subject to our comments in paragraph 5 (v) above, give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 (b) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date and
 
 (c) 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 March 31, 2011 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 Section
 274(1)(g) of the Companies Act, 1956.
 
 
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 4 of our report of even date)
 
 (i) Having regard to the nature of the Companys business, clauses
 (xiii) and (xiv) of CARO are not applicable.
 
 (ii) (a) The Company is maintaining 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 of
 fixed assets over a period of three years and in accordance therewith
 Buildings and Roads and Electrical Installation have been verified by
 the Management during the year. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (iii) (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 explanations
 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) (a) According to the information and explanations given to us, the
 Company has not taken any loans secured or unsecured from companies,
 firms or other parties covered by the register maintained under Section
 301 of the Companies Act, 1956.
 
 (b) According to the information and explanations given to us, the
 Company has granted interest free loans aggregating Rs. 652.56 lakhs to
 its wholly owned foreign subsidiary during the year. At the year-end,
 the outstanding balances of such loans aggregated Rs. 652.56 lakhs and
 the maximum amount involved during the year was Rs. 652.56 lakhs. The
 loan being given to a wholly owned foreign subsidiary, in our opinion,
 the terms and conditions of the loan are not prejudicial to the
 interest of the Company.
 
 (v) In our opinion and according to the information and explanations
 given to us, and having regard to the explanations that some of the
 items purchased are of special nature and suitable alternative sources
 are not readily available for obtaining quotations, there is an
 adequate internal control system commensurate with 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 continuing failure to correct
 major weaknesses in internal control system.
 
 (vi) In respectof contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs.5 lakhs in
 respect of any party, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time.
 
 (vii) The Company has not accepted any deposits from the public and
 hence the directives issued by the Reserve Bank of India and the
 provisions of sections 58A and 58AA of the Act and the rules framed
 there under are not applicable to the Company
 
 (viii) In our opinion, the internal audit function carried out during
 the year by a firm of Chartered Accountants appointed by the Management
 has been commensurate with the size of the Company and the nature of
 its business.
 
 (ix) According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 section 209(1)(d) of the Companies Act, 1956 for any of the products of
 the Company and hence clause 4 (viii)of the CARO is not applicable to
 the Company.
 
 (x) According to the information and explanations given to us in
 respect of statutory and other dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
 Duty, Cess and other material statutory dues applicable to it with the
 appropriate authorities. We are informed that the Employees State
 Insurance Act, 1948 is applicable to certain locations only and in
 respect of such locations, where contributions have been deducted/
 accrued in the books of account by the Company, these have been
 regularly deposited during the year with appropriate authorities. We
 are also informed that in respect of certain locations application for
 exemptions from operation of Employees State Insurance Act, 1948 has
 been made, which are pending approval by the authorities.
 
 (b) There were no undisputed amounts payable in respect of Income Tax,
 Service Tax, Wealth tax, Customs Duty, Excise duty and cess and other
 material statutory dues in arrears as at March 31, 2011 for a period of
 more than six months from the date they became payable except
 forService Tax of Rs 2.98 lakhs which has since been paid.
 
 (c) Details of dues of Income-tax, Sales Tax, Service Tax and Excise
 duty which have not been deposited as on March 31, 2011 on account of
 disputes are given below:
 
 Sl.  Statute              Nature of Dues      Forum where dispute is
 
 No.                                                  pending
 
 1.  Sales Tax         Works Contract Tax       Asst. Commissioner 
 
                                               Commercial Taxes, 
 
                                               Cuttack
 
                       Tax Demand due to 
                       Change in the           Sales Tax Applelate 
 
                                               Tribunal 
                       method of
 
                       assessment from bills   Hyderabad, Andhra Pradesh
 
                       raised to collection
 
                       Local sales tax on 
 
                       sale in transit         Asst. Commissioner 
 
                                               Commercial
 
                                               Taxes, Ernakulam
 
                       Non-submission of 
 
                       Form 29                 Deputy Commissioner 
 
                                               (Appeals),Durg
 
                       Non-submission of 
 
                       C Forms               Jt. Commissioner of 
 
                                               Sales Tax, Kolkata
 
                       Non Submission of 
 
                       JVAT Forms              Appellate Tribunal, Ranchi
 
                       Non-submission of 
 
                       C Forms               Jt. Commissioner of 
 
                                               Sales Tax, Kolkata
 
 2 Excise duty &       Wrong Availment of 
 
                       Modvat                  Asst. commissioner Central
 
 Service tax           Credit                  Excise Custom & 
 
                                               Service tax
 
                       Demand on Bought out 
 
                       materials               CESTAT, Kolkata
 
                       Levy of Service tax 
 
                       on job                  Commissioner Central 
 
                                               Excise
                       executed as Works 
 
                       Contract                (Appeals), Kolkata
 
                       Non-payment of 
 
                       service tax             Addl. Commisioner,
 
                       calculated as per 
 
                       segment report          Service Tax Kolkata
 
                       Levy of service tax on  CESTAT, Kolkata
 
                       commissioning & 
 
                       installation 
 
                       services as 
 
                       sub-contractor
 
 3 Income Tax          Disallowance of certain 
 
                       expenses                Income Tax Appellate
 
                                               Tribunal 
 
                       and levy of interest 
 
                       on shortfall of payment 
 
                       of tax
 
                       Interest imposed         CIT (Appeals)
 
 
 
                                         Period to           Amount
 
                                         which the         Involved
 
                                          amount            (Rs. in
 
                                          relates            Lakhs)
 
 Salex Tax                                1998-99             4.91
 
                                          1996-97             7.58
 
                                          2003-04            65.30
 
                                          2004-05 &          20.33
                                          2005-06
 
                                          2006-07            15.86
 
                                          2006-07             8.81
 
                                          2007-08           516.31
 
 Excise duty &                            1992-93            10.17
 Service tax
                                          2001-02 to        955.06
                                          2006-07
 
                                          2002-03 to         19.70
                                          2006-07
   
                                          2003-04 to         98.69
                                          2004-05
 
                                          2005-06 to         63.16
                                          2006-07
 
 Income Tax                               1998-99,           22.60
 
                                          2002-03 &
                                          2005-06
 
                                          2001-02 &           2.87
                                          2002-03
 
 According to the information and explanations given to us, there are no
 dues of wealth tax, customs duty, and cess as on March 31, 2010 which
 have not been deposited by the Company on account of any dispute.
 
 (xi) The Company does not have accumulated losses as at March 31, 2011
 and has not incurred cash losses during the financial year ended on
 that date and in the immediately preceding financial year.
 
 (xii) In our opinion and according to information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks and financial institutions. There are no debentures issued by the
 Company.
 
 (xiii) According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and any other securities.
 
 (xiv) 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 or financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 (xvi) 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 for
 long term investments.
 
 (xvii) The Company has not made preferential allotment of shares to
 parties and companies, covered in the register maintained under Section
 301 of the Companies Act, 1956 during the year.
 
 (xiii) The Company has not issued any debentures during the year.
 
 (xix) The Company has not raised funds by way of public issue during
 the year.
 
 (xx) To the best of our knowledge and according to the information and
 explanations given to us, no material fraud on or by the Company has
 been noticed during the year.
 
                                        For DELOITTE HASKINS & SELLS
 
                                               Chartered Accountants 
 
                                            Registration No. 302009E
 
                                                         R. A. BANGA
 
                                                             Partner 
 
                                                Membership No. 37915
 
 KOLKATA, May 12th, 2011