1) We have audited the attached Balance sheet of ATLANTA LIMITED as at
 31st March, 2011, the Profit and Loss Account and also Cash Flow
 Statement of the company 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 have 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, issued
 by the Central Government of India, in terms of section 227(4A) of the
 Companies Act, 1956, and on the basis of such checks as considered
 appropriate and according to the information and explanations given to
 us during the course of audit, we enclose in the Annexure hereto a
 statement on the matters specified in the 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: -
 
 a) 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.
 
 b) In our opinion, proper books of account as required by the law have
 been kept by the company, so far as appears from our examination of
 such books.
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) In our opinion the Balance Sheet, Profit & Loss Account 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 to the extent applicable.
 
 e) On the basis of the written representation received from the
 directors as on 31st March, 2011 and taken on records 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.
 
 5) Attention is invited to : -
 
 a) Note No.7 of Schedule 18 to the financial statements, relating to
 short amortization on the Toll collection rights (Mumbra Bypass road)
 during the year amounting to Rs 13,10,88,380/— pending the outcome of an
 Arbitration proceedings.
 
 b) Note No.8 of Schedule 18 to the financial statements, relating to
 non provision of Mark to Market losses of Rs 6,26,05,376/— on Rupee
 Foreign Currency Swap Transaction as on 31-03-2011.
 
 We further report that had the observations made by us in paragraph 5
 (a) and (b) been considered,
 
 a) The profit after tax would have been Rs 25,88,50,011/- as against the
 reported profit after tax of Rs 45,25,43,767/- b) The net block of fixed
 assets would have been lower by Rs 13,10,88,380/- and
 
 c) The balance in Reserve and Surplus would have been lower by Rs
 19,36,93,756/- 6) Subject to our comments in para 5 above, in our
 opinion and to the best of our information and according to the
 explanations given to us, the said accounts read together with the
 notes thereon give the information 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 Balance Sheet of the state of affairs of the company
 as at the 31st March, 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.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 With reference to Paragraph 3 of our report to the shareholders of
 Atlanta Ltd. of even date, in our opinion and to the best of our
 knowledge and as per the information and explanations given to us and
 the books and other records examined by us in the normal course of
 audit, we report that:
 
 i. (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have been physically verified by the management
 during the year and no material discrepancies were noticed on such
 verification.
 
 (c) During the year, company has not disposed of any substantial /
 major part of fixed assets.
 
 ii. (a) The company is a construction company having work sites spread
 all over India. The records of materials and stores are maintained at
 the respective sites which have been verified by the management during
 the year at reasonable intervals.
 
 (b) The procedure of physical verification of inventory followed by the
 management is reasonable and adequate in relation to the size of the
 company and the nature of its business.
 
 (c) The valuation of the stock has been done on the basis of physically
 verified quantity and the discrepancies, if any, noticed between the
 physical stocks and the book records were not material and have been
 adequately dealt with in the books of account.
 
 iii. (a) The Company has granted unsecured loans to seven companies
 covered in the Register maintained under section 301 of the Companies
 Act, 1956. The maximum amount involved during the year was Rs
 20,33,79,346/- and the year- end balance of loans granted to such
 parties was Rs 9,53,06,086/-.
 
 (b) The rate of interest and other terms and conditions of such loans
 are not prima facie prejudicial to the interest of the company
 
 (c) The loans granted are repayable on demand. As informed, the company
 has received the repayment of such loans during the year as per
 mutually agreed terms, thus, there has been no default on the part of
 the parties to whom the money has been lent.
 
 (d) There is no overdue amount of loans granted to companies listed in
 the Register maintained under section 301 of the Companies Act, 1956.
 
 (e) The Company has taken unsecured loans from four parties listed in
 the Register maintained under section 301 of the Companies Act,
 1956.The year end balance and the maximum amount outstanding during the
 year of such parties are of Rs Nil and Rs 5,01,00,000/- respectively.
 
 (f) The rate of interest and other terms and conditions of the loans
 taken by the company are, prima-facie, not prejudicial to the interest
 of the company.
 
 (g) The payment of the principal amount of such loans was, in our
 opinion, in accordance with stipulations.
 
 iv There are adequate internal control procedures commensurate with the
 size of the company and nature of its business with regard to the
 purchase of inventory and fixed assets. Further, we have neither come
 across nor have we been informed of any instance of major weakness in
 the aforesaid internal control procedures.
 
 v In respect of transactions entered in the register maintained in
 pursuance of section 301 of the Companies Act, 1956.
 
 (a) Based on audit procedures applied by us, we are of the opinion that
 the transactions that needed to be entered into the register maintained
 under section 301 have been so entered.
 
 (b) The transactions made in the pursuance of contracts or arrangements
 entered in the register maintained under section 301 of the Companies
 Act, 1956 and exceeding Rs Five Lakhs in respect of any party during the
 period have been made at the prices which are reasonable having regard
 to prevailing market prices at the relevant time.
 
 vi The Company has accepted deposits from the public during the year.
 The company has complied with the provisions of section 58A and 58AA of
 the Companies Act, 1956 and rules framed thereunder with regard to the
 deposit accepted from the public.  As per the information and
 explanation given to us, no order under the aforesaid sections has been
 passed by the Company Law Board on the company.
 
 vii The Company has an internal audit system commensurate with the size
 and the nature of its business.
 
 viii The Central Government has not prescribed the maintenance of cost
 records under section 209(1)(d) of the Companies Act, 1956.
 
 ix (a) The Company is generally been regular in depositing with
 appropriate authorities, statutory dues including Provident Fund,
 Income Tax, Wealth Tax, Sales Tax , Profession Tax and other material
 statutory dues applicable to it, except delay in certain cases for
 depositing TDS and Provident Fund.
 
 (b) The undisputed amounts payable in respect of Income Tax and other
 statutory dues which were in arrears as at 31st March, 2011 for a
 period of more than six months from the date they became payable are as
 follows:
 
 Sr.  Nature of           Nature of Dues                Amount
 No.  Statute                                            (Rs)
 
 1    Service Tax Act     Service Tax for the       1094,77,867/-
                          F.Y.2007-08, 2008-09
                          and 2009-2010
 
 (c) There are no dues of Income Tax, Wealth Tax, Service Tax and Sales
 Tax which have been deposited on account of dispute.
 
 x There are no accumulated losses at the end of the period. The company
 has not incurred any cash losses during the current and the immediately
 preceding financial year.
 
 xi The Company has been paying installments to the Banks and Financial
 Institutions. During the year, there have been delays in payments on
 certain occasions, which have been subsequently regularized.
 
 xii The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 xiii The provisions of any special statute applicable to Chit Fund,
 Nidhi or Mutual Benefit Fund / Societies are not applicable to the
 company.
 
 xiv The Company is not dealing in or trading in shares, securities,
 debentures and other investments.
 
 xv The Company has not given any guarantee for loans taken by others
 from banks and financial institutions during the year except in respect
 of corporate guarantee given to the Banks and Financial Institutions as
 a promoter company for loan given to Atlanta Infra Assets Limited
 (formerly known as Balaji Toll Ways Limited) in an earlier year. The
 terms and conditions at which guarantee is given by the company, in our
 opinion, are not prejudicial to the interest of the company.
 
 xvi The term loans were applied for the purpose for which the loans
 were obtained.
 
 xvii According to the cash flow statement and records examined by us,
 on overall basis, funds raised on short term basis have, prima facie,
 not been used during the period for long term investment and vice
 versa.
 
 xviii The Company has not made any preferential allotment of Shares to
 the parties mentioned in the register under section 301 of the
 Companies Act, 1956.
 
 xix The Company has not raised any monies by way of issue of
 debentures.
 
 xx The Company has not raised any money by way of public issue during
 the year.
 
 xxi No fraud on or by the Company was noticed or reported during the
 period.
 
                                          For SURESH C. MANIAR & CO.
 
                                               CHARTERED ACCOUNTANTS
 
                                            (Firm Regn.No. 110663 W)
 
                                                               sd/-
 
                                                         K.V. SHETH
 
                                                            PARTNER
 
                                                     (M. NO. 30063)
 
 PLACE : MUMBAI
 
 DATED : 27th May, 2011