CONTENTS Proxy Form 65

Essar Steel Orissa LimitedAnnexure referred to in paragraph 3 of our report of even dateRe: Essar Steel Orissa Limited(i) (a) The Company has maintained proper records showing fullparticulars, including quantitative details and situation offixed assets.(ii)(b)(c)Fixed assets have been physically verified by themanagement during the year and no material discrepancieswere identified on such verification.There was no substantial disposal of fixed assets during theyear.The Company does not have any inventories. Therefore theprovisions of clause 4 (ii) of the order are not applicable to theCompany.(iii) (a) As informed, the Company has not granted any loans,secured or unsecured to companies, firms or other partiescovered in the register maintained under Section 301 of theCompanies Act, 1956.(iv)(v)(vi)(b)As informed, the Company has not taken any loans,secured or unsecured from companies, firms or other partiescovered in the register maintained under Section 301 of theCompanies Act, 1956.In our opinion and according to the information and explanationsgiven to us, there is an adequate internal control systemcommensurate with the size of the Company and the nature of itsbusiness, for the purchase of fixed assets. During the course of ouraudit, no major weakness has been noticed in the internal controlsystem in respect of this area. During the year, the Company didnot undertake any activity of purchase of inventory and sale ofgoods.According to the information and explanations provided by themanagement, there are no contracts or arrangements referred toin Section 301 of the Companies Act, 1956 that need to be enteredin the register required to be maintained under that section.The Company has not accepted any deposits from the public.(vii) The provisions relating to internal audit are not applicable to theCompany.(viii) According to the information and explanations given to us, theCompany’s project is at start up stage of construction and theCompany has not commenced commercial production. Hencemaintenance of cost records is not applicable during the yearunder audit.(ix) (a) Undisputed Statutory dues including provident fund, incometax and cess have not been regularly deposited with theappropriate authorities and there have been considerabledelay in large number of cases in payment of tax deductedat source, cess and provident fund.(b)(c)According to the information and explanations given to us,no undisputed amounts payable in respect of provident fund,income-tax, profession tax and cess and other undisputedstatutory dues were outstanding, at the year end, for aperiod of more than six months from the date they becamepayable.According to the information and explanation given to us,there are no dues of income tax and cess which have notbeen deposited on account of any dispute.(x)(xi)(xii)(xiii)(xiv)(xv)(xvi)(xvii)(xviii)(xix)(xx)The Company has been registered for a period of less thanfive years and hence we are not required to comment onwhether or not the accumulated losses at the end of thefinancial year is fifty per cent or more of its net worth andwhether it has incurred cash losses in such financial yearand in the immediately preceding financial year.Based on our audit procedures and as per the informationand explanations given by the management, we are of theopinion that the Company has not defaulted in repaymentof dues to a bank. The Company has no outstanding duesin respect of a financial institution or debentureholders.According to the information and explanations given to usand based on the documents and records produced to us,the Company has not granted loans and advances on thebasis of security by way of pledge of shares, debenturesand other securities.In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund / society. Therefore, the provisionsof clause 4(xiii) of the order are not applicable to theCompany.In our opinion, the Company is not dealing in or tradingin shares, securities, debentures and other investments.Accordingly, the provisions of clause 4(xiv) of the order arenot applicable to the Company.According to the information and explanations given to us,the Company has not given any guarantee for loans takenby others from bank or financial institutions.Based on information and explanations given to us by themanagement, term loans were applied for the purpose forwhich the loans were obtained.According to the information and explanations given to usand on an overall examination of the balance sheet of theCompany, we report that no funds raised on short-term basishave been used for long-term investment.The Company has not made any preferential allotmentof shares to parties or companies covered in the registermaintained under Section 301 of the Companies Act,1956.The Company did not have any outstanding debenturesduring the year.The Company has not raised money by way of publicissues.(xxi) Based upon the audit procedures performed for the purposeof reporting the true and fair view of the financial statementsand as per the information and explanations given by themanagement, we report that no fraud on or by the Companyhas been noticed or reported during the course of ouraudit.S. R. Batliboi & Co.Chartered Accountantsper Hemal ShahPlace: MumbaiPartnerDate : August 27, 2008 Membership No.: 4265048