1.  We have audited the attached Balance Sheet of Vindhya Telelinks
 Limited (''the Company'') as at March 31, 2012 and also the Statement of
 Profit and Loss 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 misstatement. 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 (Auditor''s Report) Order, 2003 (as
 amended) 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 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, statement of profit and loss and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the balance sheet, statement of profit and loss
 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.
 
 (v) On the basis of the written representations received from the
 directors, as on March 31, 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 (vi) Without qualifying our report, we draw attention to Note No. 33 of
 the attached financial statements regarding non-provision for the
 shortfall in the market value of the quoted investments for the stated
 reason.
 
 (vii) 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 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, 2012;
 
 (b) in the case of the statement of profit and loss, of the Loss for
 the year ended on that date; and
 
 (c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of the Auditors'' report to the
 shareholders of Vindhya Telelinks Limited for the year ended 31st March
 2012
 
 i.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The management has physically verified the fixed assets at the year
 end, the frequency of which, in our opinion is adequate.  No material
 discrepancies were noticed on such verification.
 
 (c) Since there is no substantial disposal of fixed assets during the
 year, the preparation of financial statements on a going concern basis
 is not affected on this account.
 
 ii.  (a) As explained to us, the inventories comprising of raw
 material, store & spares, traded goods, work in progress, finished
 goods and scrap except stock in transit, have been physically verified
 by the management at reasonable intervals.
 
 (b) In our opinion, 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.
 
 (c) In our opinion, the Company is maintaining proper records of
 inventory and no material discrepancies were noticed on physical
 verification.
 
 iii. (a) The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register required to
 be maintained under Section 301 of the Companies Act,1956.Therefore,the
 provisions of clause 4 (iii) (b), (c) and (d) of the Order are not
 applicable to Company.
 
 (b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register required to
 be maintained under Section 301 of the Companies Act, 1956. Therefore,
 the provisions of clause 4 (iii) (f) and (g) of the Order are not
 applicable to Company.
 
 iv.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business, for the purchase of inventory and 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
 control system of the company.
 
 v.  According to the information given to us, there are no contracts or
 arrangements during the year that need to be entered into a register in
 pursuance of section 301 of the Companies Act, 1956. Therefore, the
 provisions of clause 4 (v) of the Order are not applicable to the
 Company.
 
 vi.  The Company has not accepted any deposits from the public in terms
 of sections 58A and 58AA or any other relevant provisions of the Act
 and the rules made there under.
 
 vii. A firm of Chartered Accountants has carried out internal audit
 during the year. In our opinion, the internal audit system of the
 Company is commensurate with its size and nature of its business.
 
 viii.  We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under clause (d) of sub-section (1) of
 section 209 of the Companies Act, 1956 and are of opinion that prima
 facie, the prescribed accounts and records have been maintained. We
 have not, however, made a detailed examination of the records with a
 view to determine whether they are accurate and complete.
 
 ix.  (a) The Company is regular in depositing the undisputed statutory
 dues including employees'' state insurance, provident fund, investor
 education and protection fund, income-tax, sales-tax, wealth-tax,
 service-tax, customs duty, excise duty, cess and other material
 statutory dues as applicable with the appropriate authorities, though
 there has been slight delay in a few cases. No undisputed amounts
 payable in respect thereof were outstanding at the year end for a
 period of more than six months from the date they became payable.
 
 (b) There are no amounts in respect of sales-tax, income-tax, customs
 duty, wealth-tax, service-tax, excise duty and cess that have not been
 deposited with the appropriate authorities on account of any dispute.
 
 x.  The Company has no accumulated losses at the end of the financial
 year. Further, the Company has incurred cash losses during the
 financial year covered under audit. However, the Company had not
 incurred cash losses in the year immediately preceding the current
 financial year.
 
 xi.  On the basis of the verification of records and information and
 explanations given to us, the Company has not defaulted in repayment of
 dues to banks. The Company did not have any outstanding debentures and
 loans from financial institutions during the year.
 
 xii. The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly, the provisions of clause 4(xii) of the Order are not
 applicable to the Company.
 
 xiii.  The Company does not carry on the business of a chit
 fund/Nidhi/Mutual Benefit Fund. Accordingly, the provisions of clause
 4(xiii) of the Order are not applicable to the Company.
 
 xiv. The Company is not dealing or trading in shares, securities,
 debentures and other investments. Accordingly, the provisions of clause
 4(xiv) of the Order are not applicable to the Company.
 
 xv.  According to the information and explanations given to us, the
 Company has given Cross corporate guarantee to a bank for credit
 facilities sanctioned to Birla Ericsson Optical Limited (a joint
 venture) amounting to Rs.5,400 lakhs as stated in Note No. 30 (a) (v).
 In our opinion, the terms and conditions of the guarantee given by the
 Company, for credit facilities sanctioned to the joint venture by the
 bank during the year, are not prejudicial to the interest of the
 Company.
 
 xvi. The Company did not have any term loan outstanding during the
 year.
 
 xvii.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that funds raised on short-term basis have not been used for long term
 investment.
 
 xviii.  During the year, 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.
 
 xix. The Company has neither issued nor had any outstanding debenture
 during the year.
 
 xx.  Since there were no public issue of securities during the year,
 verification of the end use of money does not arise.
 
 xxi. Based on the audit procedure performed and the representation
 obtained from the management, we report that no case of fraud on or by
 the Company has been noticed or reported during the year under audit.
 
 
 
                                              For V. Sankar Aiyar & Co.
 
                                                 Chartered Accountants 
 
                                         Firm Registration No. 109208W
 
                                                          R.Raghuraman
 
                                                               Partner
 
                                                 Membership No. 081350
 
 Place : New Delhi
 
 Date : May 16, 2012