1.  We have audited the attached Balance Sheet of Noida Toll Bridge
 Company Limited as at 31st March, 2011, the Profit and Loss Account and
 the Cash Flow Statement for the year ended on that date, both annexed
 thereto. These fnancial statements are the responsibility of the
 Company''s Management. Our responsibility is to express an opinion on
 these fnancial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. These standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 fnancial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall fnancial 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, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (the ''Order''), issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specifed in the said Order,
 to the extent applicable to the company.
 
 4.  Further to our comments in the Annexure referred to 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 law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 (c) the Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the books of account;
 
 (d) in our opinion, the Balance Sheet, Profit and Loss Account and the
 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;
 
 (e) On the basis of written representations received from the
 directors, and taken on record by the Board of Directors, we report
 that none of the directors are disqualifed as at 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.
 
 (f) in our opinion and according to the information and explanations
 given to us, the said accounts 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:
 
 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 on that date; and
 
 iii.  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
 (Referred to in paragraph 3 of our report of even date)
 
 1.  a) The Company has generally maintained proper records showing full
 particulars including quantitative details and situation of fxed
 assets.
 
 b) As per the information and explanations given to us, fxed assets
 have been physically verifed by the Management during the year, and no
 discrepancy was noticed in such verification.
 
 c) The Company has not disposed off substantial part of fxed assets
 during the year.
 
 2.  a) As per the information and explanations given to us, inventories
 have been physically verifed at reasonable interval during the year by
 the Management.
 
 b) The procedures of physical verification of inventory followed by the
 management are reasonable and adequate in relation to the size of the
 company and the nature of its business.
 
 c) On the basis of our examination, we are of the opinion that the
 Company is maintaining proper records of inventory.  The discrepancies
 noticed on verification between the physical stock and book records are
 not material and have been properly dealt with in the books of account.
 
 3.  According to the information and explanation given to us, the
 Company has not taken/granted any secured or unsecured loan from/to
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business, for the purchase of inventory and fxed assets and for toll
 collection. We have not observed any failure on the part of the company
 to correct major weakness in internal control system.
 
 5.  As per the information and explanation given to us, there are no
 transactions that need to be entered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 6.  According to the information and explanations given to us the
 Company has not accepted deposits from the public.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is regular in depositing undisputed statutory dues including provident
 fund, investor education and protection fund; employees state
 insurance, income tax, sales tax, wealth tax, service tax, cess and any
 other statutory dues with the appropriate authorities. There are no
 arrears of outstanding statutory dues outstanding as at 31st March,
 2011 for a period of more than six months from the date they became
 payable.
 
 b) According to the information and explanations given to us, there is
 no due on account of provident fund, investor education and protection
 fund; employees state insurance, income tax, sales tax, wealth tax,
 service tax, cess which has not been deposited on account of dispute.
 
 9.  The Company does not have accumulated losses at the end of the
 fnancial year. The Company has not incurred cash losses during the
 fnancial year and in the immediately preceding fnancial year.
 
 10.  As per the information and explanations given to us, the Company
 has not defaulted in the repayment of dues to any fnancial institution
 or bank or debenture holders in accordance with the terms and
 conditions of the CDR approval for debt restructuring.
 
 11.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 12.  As per the information and explanations given to us, the Company
 has not given any guarantee for loans taken by others from bank or
 fnancial institutions, the terms and conditions whereof are prejudicial
 to the interest of the Company.
 
 13.  As per the information and the explanation given to us, term loans
 were applied for the purpose for which the loans were obtained.
 
 14.  Fund raised on short-term basis has not been used for long-term
 investment.
 
 15.  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.
 
 16.  The Company has created securities in respect of debentures
 issued.
 
 17.  The Company has not raised money by public issue during the year.
 
 18.  Based upon the audit procedures performed and information and
 explanations given by the management, no fraud on or by the Company has
 been noticed or reported during the year.
 
 19.  The other Clauses i.e. (viii), (xiii) and (xiv) of the order are
 not applicable to the Company.
 
 
                                              For Luthra & Luthra
 
                                              Chartered Accountants
 
                                              Reg. No. 002081N
 
                                              Akhilesh Gupta
 
 Place: Noida                                 Partner
 
 Date : April 21, 2011                        M. No. 89909