To the Members of Sesa Goa Limited

• We have audited the attached Balance Sheet of SESA GOA LIMITED (“the Company”) as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for year ended on that date, both 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.
• 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 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 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 same order.
• Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
  • 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;
  • 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;
  • 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;
  • 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;
  • in our opinion and to the best of our information and according to the explanations given to us, the said financial statements 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:
    • in the case of the Balance Sheet, of the state of afairs of the Company as at 31st March, 2011;
    • in the case of the Profit and Loss Account, of the profit of the Company for the year ended on 31st March, 2011; and
    • in the case of the Cash Flow Statement of the cash flows for the year ended on 31st March, 2011.
• 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 Section 274(1)(g) of the Companies Act, 1956.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117366W)

Rajesh K. Hiranandani

Partner

(Membership No. 36920)

Place: Panaji - Goa

Dated: 25th April, 2011