We have audited the attached Balance Sheet of JAYPEE INFRATECH LIMITED
 as at 31st March 2011, and also the annexed Profit and Loss Account and
 the Cash Flow statement for the year ended 31st March 2011. 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 We report that:
 
 (1) As required by the Companies (Auditor''s Report) Order 2003 as
 amended by the Companies (Auditor''s Report) (Amendment) Order 2004,
 issued by the Central Government of India in terms of Section 227(4-A)
 of the Companies Act, 1956, we give in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 (2) Further to our comments in the Annexure referred to in paragraph 1
 above:
 
 (a) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 (b) In our opinion, proper books of account have been kept by the
 Company as required by law so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, the Profit and Loss Account and Cash Flow
 statement referred to in this report, are in agreement with the books
 of account;
 
 (d) In our opinion, the Balance Sheet, the Profit and Loss Account and
 Cash Flow statement referred to in this report, comply with the
 accounting standards referred to in sub- section (3C) of Section 211 of
 the Companies Act, 1956;
 
 (e) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with
 significant accounting policies and other notes thereon give the
 information required by the Companies Act, 1956, in the manner so
 required and give a true and fair view:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2011,
 
 ii) in the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended 31st March 2011, and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended 31st March 2011.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Referred to in paragraph 1 of our report of even date on the accounts
 for the year ended 31st March 2011 of JAYPEE INFRATECH LIMITED.
 
 (i) (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) A substantial portion of the Fixed Assets have been physically
 verified by the management during the year and to the best of our
 knowledge and information given to us, no material discrepancies have
 been noticed on such physical verification.
 
 (c) Fixed assets disposed off during the year, are not material so as
 to affect the Company as a going concern.
 
 (ii) (a) The Inventory has been physically verified by the management
 at reasonable intervals during the year.
 
 (b) In our opinion the procedures of physical verification of
 inventories followed by the management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory.  The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material and these have been properly dealt
 with in the books of account.
 
 (iii) The Company has not granted nor taken any loans, secured or
 unsecured to/from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 (iv) In our opinion, there is an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory and fixed assets and for sales.
 During the course of our audit we have not observed any continuing
 failure to correct major weaknesses in internal control system.
 
 (v) Based on the audit procedures applied by us and according to the
 information and explanations given to us, we are of the opinion that
 the particulars of contracts or arrangements referred to in section 301
 of the Companies Act, 1956 have been entered into the register required
 to be maintained under that section.  The transactions made in
 pursuance of such contracts or arrangements have been made at prices
 which are reasonable having regard to prevailing market prices at the
 relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us the Company has complied with the provisions of Section
 58A, 58AA and any other provisions of the Companies Act, 1956, and the
 rules framed thereunder with regard to the deposits accepted from the
 public. As informed to us, no order has been passed by the Company Law
 Board or National Company Law Tribunal or Reserve Bank of India or any
 court or any other Tribunal.
 
 (vii) In our opinion the Company has an internal audit system
 commensurate with the size & nature of its business.
 
 (viii) According to the information and explanations given to us Clause
 (viii) of Para 4 of the Order is not applicable.
 
 (ix) (a) As per records produced before us and according to the
 information and explanations given to us the Company is generally
 regular in depositing undisputed statutory dues applicable to it like,
 Income-tax, Wealth Tax, Provident Fund, Sales Tax, Service Tax, and
 other material statutory dues applicable to it, with the appropriate
 authorities, and there were no arrears of such dues at the end of the
 year which have remained outstanding for a period of more than six
 months from the date they became payable.
 
 (b) As per records produced before us and according to the information
 and explanations given to us there are no dues of Income-tax,
 Sales-tax, Customs duty, Wealth tax, Service Tax, Excise Duty or Cess
 which have not been deposited on account of any dispute, except for the
 following:
 
 Name of Statute      Period to which    Forum where        Amount(Rs.)
 (Nature of dues)     amount relates     dispute is 
                                         pending
 
 Income Tax (TDS)     AY 2008-09         Commissionarate      803,670
 
 Income Tax (TDS)     AY 2009-10         Commissionarate      243,100
 
 (x) As the Company is one which has been registered for a period of
 less than five years, Clause (x) of Para 4 of the Order is not
 applicable.
 
 (xi) Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to any financial
 institution, bank or debenture holder.
 
 (xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is
 not applicable.
 
 (xiv) In our opinion the Company is not dealing in or trading in
 shares, debentures or other investments. Accordingly, Clause (xiv) of
 Para 4 of the Order is not applicable.
 
 (xv) In our opinion and according to the information and explanations
 given to us, where the Company has given guarantee for loans/ NCDs
 taken by its holding company/fellow subsidiary company from banks or
 financial institutions, the terms and conditions thereof are not
 prejudicial to the interest of the company.
 
 (xvi) To the best of our knowledge and belief and according to the
 information and explanations given to us, term loans availed by the
 Company were applied by the Company during the year for the purposes
 for which the loans were obtained, other than temporary deployment
 pending application.
 
 (xvii) According to the information and explanations given to us and on
 the overall examination of the Balance Sheet of the Company for the
 period under report, we are of the opinion that no funds raised on
 short term basis have been used for long term investment.
 
 (xviii)According to the information and explanations given to us the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under section 301 of
 the Companies Act, 1956.
 
 (xix) According to the information and explanations given to us the
 Company has created security/charge in respect of secured redeemable
 non-convertible debentures issued and outstanding at the end of the
 year.
 
 (xx) Based on our audit procedures and on the information and
 explanations given to us, the management has disclosed on the end use
 of money raised by public issue and the same has been duly verified.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
 
                                              For R.NAGPAL ASSOCIATES
 
                                                Chartered Accountants
 
                                                         FRN: 002626N
 
                                                         CA R. NAGPAL
 
 Place : Noida                                                Partner
 
 Dated : 7th May 2011                                     M No.081594