Atlanta

1) We have audited the attached Balance sheet of ATLANTA LIMITED as at
 31st March, 2009, 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
 Companys 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 (Auditors 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 accounts.
 
 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, 2009 and taken on records by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2009 from being appointed as a director in terms of clause
 (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.
 
 f) Without qualifying our opinion, we draw attention to Note No.5 of
 schedule 18, Notes to Accounts, relating to recognition of Contract
 Revenue of Rs. 50,81,57,443/- pursuant to an order of Honorable Madras
 High Court, pending the receipt of decretal amount from the contracting
 authority
 
 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-By- pass road)
 during the year amounting to Rs.43,60,12,624/- pending the process of
 getting an extension in the concession period.
 
 b) Note No.8 of Schedule 18 to the financial statements, relating to
 non provision of Mark to Market losses of Rs. 13,51,17,454/- on Rupee
 Foreign Currency Swap transaction as on 31-03-2009.
 
 We further report that had the observations made by us in paragraph 5
 (a) and (b) been considered,
 
 a) The loss after tax would have been Rs.34,31,59,521/- as against the
 reported profit after tax of Rs. 19,36,92,478/—
 
 b) The net block of fixed assets would have been lower by
 Rs.43,60,12,624/- and
 
 c) The balance in Reserve and Surplus would have been lower by
 Rs.57,11,30,078/-
 
 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, 2009
 
 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 AUDITORS REPORT
 
 With reference to Paragraph 3 of our report to the shareholders of M/s.
 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 not granted any loans, secured or unsecured to
 any Company, firm or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 (b) The Company has taken further unsecured loan from six parties
 listed in the Register maintained under Section 301 of the Companies
 Act, 1956 amounting to Rs.2,90,00,839/- and a sum of Rs.52,91,031/- has
 been repaid during the year. The year end balance and the maximum
 amount outstanding during the year of such parties are of
 Rs.3,45,54,808/- and Rs.3,94,03,969/- respectively.
 
 (c) 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.
 
 (d) 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 which, in our opinion,
 considering the growth in the volume of the business and transactions
 needs to be strengthened to make it 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) There are delays in depositing the provident fund and tax
 deducted at source during the year with the appropriate authorities for
 Rs. 28,09,497/- and Rs. 98,60,000/- respectively. However there are no
 arrears of outstanding statutory dues as at the last day of the
 financial year for a period of more than six months from the date they
 became payable.
 
 (b) The undisputed amounts payable in respect of Income Tax, Sales Tax
 and other statutory dues which were in arrears as at 31s1 March, 2009
 for a period of more than six months from the date they became payable
 are as follows:
 
 Sr.  Nature of Statute          Nature of Dues          Amount (Rs.)
 No.
 
 1 Income Tax Act,1961           Income Tax 
                                 liability for          Rs. 8,69,234/-
                                 the A.Y.2003-04
 2 Income Tax Act,1961            Income Tax 
                                 liability for          Rs. 7,82,355/-
                                 the A.Y.2004-05
 3 Income Tax Act,1961           Income Tax & 
                                 Fringe                 Rs. 4,44,45,050/-
                                 Benefit Tax 
                                 liability for the 
                                 F.Y. 2006-07
 4 Income Tax Act,1961           Dividend Tax for 
                                 the                    Rs. 38,32,372/-
                                 Financial Year 
                                 2008-09
 
 5 Income Tax Act,1961           Fringe Benefit 
                                 Tax liability          Rs. 5,88,314/-
                                 for the F.Y.2008-09
 
 (c) The details of statutory dues of Income tax and sales tax which has
 not been deposited on account of dispute are given below:
 
 Nature of Statutory    Forum where     Period to which     Amount 
 Dues                   dispute is      amount relates 
                                        pending
 
 Income Tax Act,1961    Income Tax      Appellate Tribunal  1999-2000 
                                                            Rs. 13,26,066
 
 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 M/s.Balaji Tollways 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
 
                                                           K.V. SHETH
                                                              PARTNER
 PLACE : MUMBAI
 DATED : 30st JUNE.2009