Noida Toll Bridge Company

1.  We have audited the attached Balance Sheet of Noida Toll Bridge
 Company Limited as at 31st March 2008, the Profit and Loss Account and
 the Cash Flow Statement for the year ended on that date, both 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 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
 financial statements are free of material misstatements. 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 the 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, 1988 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 specified in the said Order, to the extent applicable to
 the company.
 
 4.  We draw the attention of the shareholders to note number 3 (a)
 (iii) of schedule 17 Significant Accounting Policies & Notes to
 Accounts regarding revaluation of leased land, wherein the formal
 agreement for grant of development rights, is pending execution.
 
 5.  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 disqualified as at 31st March 2008, 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 2008
 
 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.  The Company has generally maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 2.  As per the information and explanations given to us, fixed assets
 have been physically verified by the Management at reasonable
 intervals, and discrepancies (if any) noticed on verification during
 the year have been properly adjusted in the books of accounts.
 
 3.  The company has not disposed off substantial part of fixed assets
 during the year.
 
 4.  As per the information and explanations given to us, inventories
 have been physically verified at reasonable interval during the year by
 the Management.
 
 5.  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.
 
 6.  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
 accounts.
 
 7.  The Company has not taken / granted any secured or unsecured loan
 from / to companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 8.  In our opinion the rate of interest and other terms and conditions
 of loans taken/ granted by the company, secured or unsecured, are prima
 facie not prejudicial to the interest of the company.
 
 9.  In respect of loans and advances, the payment of principal amount
 and interest has been made as per the revised repayment schedule
 approved by the CDR.
 
 10.  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 fixed 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.
 
 11.  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.
 
 12.  According to the information and explanations given to us the
 company has not accepted deposits from the public.
 
 13.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 14.  According to the information and explanations given to us, 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 31 March, 2008
 for a period of more than six months from the date they became payable.
 
 15.  According to the information and explanation given to us, there is
 no disputed dues on account of provident fund, investor education and
 protection fund; employees state insurance, sales tax, wealth tax,
 service tax, cess except income tax penalty amounting to Rs. 44,00,000
 for the Financial Year 2002-03 and the appeal against the same is
 pending before the CIT(A).
 
 16.  The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred cash losses during the
 financial year and in the immediately preceding financial year.
 
 17.  As per the information and explanations given to us, the company
 has not defaulted in the repayment of dues to any financial institution
 or bank or debenture holders in accordance with the terms and
 conditions of the CDR approval for debt restructuring.
 
 18.  The company has maintained adequate documents and records in cases
 where the company have been granted secured loans and advances to the
 employees.
 
 19.  The company is dealing in securities (units of mutual funds),
 proper records of transactions and contracts have been maintained and
 timely entries have been made therein. Shares, securities, debentures
 and other securities have been held by the company in its own name
 except to the extent of the exemption granted under section 49 of the
 Act.
 
 20.  The company has not given any guarantee for loans taken by others
 from bank or financial institutions, the terms and conditions whereof
 are prejudicial to the interest of the company.
 
 21.  As per the information and the explanation given to us, term loans
 were applied for the purpose for which the loans were obtained.
 
 22.  Fund raised on short- term basis has not been used for long-term
 investment.
 
 23.  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.
 
 24.  The company has created securities in respect of debentures
 issued.
 
 25.  The company has not raised money by public issue during the year.
 
 26.  Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the company has been noticed or reported during the course of our
 audit.
 
 27.  Other clauses of the order are not applicable to the Company.
 
                                                     For Luthra & Luthra
                                                   Chartered Accountants
 
                                                          Akhilesh Gupta
                                                                 Partner
                                                          (M. No. 89909)
 Place : Noida
 Date  : 21 April, 2008