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Auditor Report of Atlantaa Ltd

Mar 31, 2018

Report on the Standalone Restated Financial Statements

We have audited the accompanying standalone restated Ind AS financial statements of Atlanta Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2018, the statement of profit and loss, the statement of changes in equity and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Restated Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone Restated Ind AS financial statements that give a true and fair view of the state of affairs, profit/(loss) (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (Ind AS) specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone restated Ind AS financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone restated Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone restated Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone restated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone restated Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone restated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone restated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone restated Ind AS financial statements

We are also responsible to conclude on the appropriateness of management''s use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity''s ability to continue as a going concern. If we conclude that a material uncertainty exists we are required to draw attention in the auditor''s report to the related disclosures in the financial statements or if such disclosures are inadequate to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor''s report. However future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone restated Ind AS financial statements.

Background to the Restated Ind AS Financial Statements

The Standalone Ind AS Audited Financial Statements for the year ended 31^st March, 2018 were approved by the Board of Directors at their meeting held on July 28, 2018 (âOriginal Financial Statements.â) which were placed before the members in the Annual General Meeting held on September 28, 2018 for their approval.

In the Original Financial Statements so prepared and placed before the members as aforesaid, the Auditorâs Report contained âEmphasis of Matterâ in relation to realization of certain receivables from PWD, Maharashtra.

In the said AGM, the members were of the view that the amount shown as receivable from PWD, Maharashtra was unlikely to realize. Hence, the members resolved that an amount of Rs.39,62,28,303/- be considered as not realizable and hence should be written-off.

The Board of Directors were accordingly directed at the AGM to restate the said Original Financial Statements and to get the same audited by the Statutory Auditors.

Consequent to the above, the Board of Directors of the Company have restated the Original Financial Statements for the year ended 31^st March, 2018. The impacts of the restatements are as under:

(Amount in Rs.)

Sr. No.	Particulars	As per Original Financial Statements	As per Restated Financial Statements	Impact	Refer Note to Financial Statement
1	Revenue from Operations	1,457,360,042	1,239,831,771	(217,528,271)	4.28(i)
2	Total Income	1,520,156,790	1,302,628,519	(217,528,271)	-
3	Other Expenses	158,446,974	5,54675,277	396,228,303	4.28(11)
4	Profit/(Loss) before Tax	225,873,165	(387,883,409)	(613,756,574)	4.28(iii)
5	Taxation	67,575,536	(124,420,016)	(191,995,552)	_-
6	Profit/(Loss) after Tax	158,297,629	(263,463,393)	(421,761,022)	4.28(iv)
7	Receivables (Non-current)	1,348,017,263	433,421,941	(914,595,322)	4.28(v)
8	Receivables (current)	802,238,076	1,103,076,824	300,838,748	4.28(vi)
9	Equity-Reserve and Surplus	4,945,689,126	4,523,928,104	(421,761,022)	4.28(vii)

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and further to our comments in the âAnnexure-Aâ, the aforesaid standalone restated Ind AS financial statements, read together with the paragraph on to the Background to the restated Ind AS financial statement give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2018, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure-Aâ a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid standalone restated financial statements.

(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, the statement of profit and loss, the cash flow statement and the statement in changes in equity dealt with by this Report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone restated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) on the basis of the written representations received from the directors as on 31^st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure-Bâ.

(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i The Company has disclosed the impact of pending litigations on its financial position in its standalone restated Ind AS financial statements, Refer Note No. 5 to the standalone restated Ind AS financial statements;

ii. The Company did not have any Long term contract including derivatives contract as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been not an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

iv. The reporting on disclosure relating to Specified Bank Notes is not applicable to the Company for the year ended 31^st March, 2018.

âAnnexure - Aâ to the Independent Auditorsâ Report

Referred to in paragraph 1 under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the ,standalone restated Ind AS financial statements of the Company for the year ended 31^st March, 2018, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of two years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the company.

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of inventories, the frequency of the physical verification is reasonable.

(b) In our opinion, the discrepancies noticed on physical verification of the inventories were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) The Company has granted interest free loans to five bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ) and balance outstanding as on 31^st March, 2018 were Rs.126,44,62,843/-.

(a) I n our opinion, other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the repayment of principal on demand. All loans given are interest free hence question of payment of the interest does not arise. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand.

(c) There are no overdue amount for more than 90 days in respects of the loan granted to body corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

(v) The Company has, during the year, not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 or any rules framed there under with regard to the deposits accepted from the public are not applicable. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal on the company.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost records and audit) Rules 2014 and as prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained by the Company. We have not however made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, duty of excise, service tax, goods and service tax, duty of customs, employeeâs state insurance , value added tax, cess and other material statutory dues have been regularly deposited with few delay in some cases during the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, goods and service tax, duty of excise, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31^st March, 2018 for a period of more than six months from the date they became payable, except income tax dues for the financial year ending on 31^st March, 2017 amounting to Rs.21,04,48,587/- and interest payable thereon.

(c) According to the information and explanations given to us there are no dues of income tax sales tax service tax duty of customs duty of excise valued added tax goods and service tax and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statute	Nature of dues	Amount in Rs.	Period to which the amount relates	Forum where dispute is pending
Income Tax Act,1961	Income Tax	3,008,036	AY 2010-11	CIT(A), Mumbai
Income Tax Act,1961	Income Tax	23,355,104	AY 2013-14	CIT(A), Mumbai
Income Tax Act,1961	Income Tax	97,731,016	AY 2016-17	CIT(A), Mumbai
Finance Act,1994	Service Tax	28,325,388	July- 2004 to November, 2006.	Customs, Excise & Service Tax Appellate Tribunal, Kolkata
Sales Tax & Value Added Tax Laws	Sales Tax	49,291,421	F.Y. 2011-12	Bombay High Court

(viii) Based on our Audit procedures and according to information and explanation given to us, the Company has paid dues to banks with certain delay. The Company has overdue outstanding dues to financial institutions, banks or debenture holders as at 31^st March, 2018 are as under:

Name of the Bank /financial Institution	Amount in Rs.	Nature	Period
State Bank of India	4,749,054	Interest	February and March, 2018
State Bank of Patiala	3,070,700	Interest	February and March, 2018
Corporation Bank	280,784,221	Principal	March, 2018
Corporation Bank	4,899,408	Interest	March, 2018
Union Bank of India	70,720,649	Principal	March, 2018
Union Bank of India	4,302,578	Interest	February and March, 2018
Dena Bank	12,227,573	Interest	January, 2018 to March, 2018
Dena Bank	7,196,436	Principal	February, 2018

(ix) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. The term loans have been applied for the purpose for which they were obtained.

(x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided is in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xiii) I n our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

(xv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

(xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

âAnnexure - Bâ to the Independent Auditorâs Report

[Referred to in paragraph 2(f) under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the standalone restated financial statements of the Company for the year ended 31^st March, 2018.]

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of M/s. Atlanta Limited (âthe Companyâ), as of 31^st March, 2018 in conjunction with our audit of the standalone Restated Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone restated Ind As financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone restated Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For SURESH C MANIAR & CO

CHARTERED ACCOUNTANTS

Firm Registration Number 110663W

K. V. SHETH

PARTNER

M. NO. 30063

Place: Mumbai

Date: 2^nd October, 2018

Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s. Atlanta Limited (âthe Companyâ), which comprise the balance sheet as at 31 March 2017, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and further to our comments in the âAnnexure-Aâ, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2017 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure-Aâa statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(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, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act; and

(g) with respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements, Refer Note No. 15.1 to the financial statements;

ii. The Company did not have any Long term contract including derivatives contract as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been not been an occasion incase of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

iv. The Company has provided requisite disclosures in its standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer note 10.1 to the standalone financial statements.

âAnnexure - Aâto the Independent AuditorsâReport

Referred to in paragraph 1 under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the standalone financial statements of the Company for the year ended March 31, 2017, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

(b) In our opinion, the discrepancies noticed on physical verification of the inventory were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) The Company has loans granted to 05 bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ) and balance outstanding as on 31st March, 2017 were Rs.117,77,13,103/-.

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company

(c) There are no overdue amount for more than 90days in respects of the loan granted to body corporate listed in the register maintained under section 189 of the Act.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 or any rules framed there under with regard to the deposits accepted from the public are not applicable. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal on the company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, duty of excise, service tax, duty of customs, employeeâs state insurance , value added tax, cess and other material statutory dues have been regularly deposited with few delay in some cases during the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no material dues of undisputed wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of the statute	Nature of dues	Amount (in Lakhs.)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act,1961	Income Tax	10,97,43,416/-	AY 2013-14	CIT(A)-16, Mumbai
Income Tax Act,1961	Income Tax	3,09,79,600/-	AY 2014-15	CIT(A)-16, Mumbai

(viii) Based on our Audit procedures and according to information and explanation given to us, the Company has paid dues to banks with certain delay. The Company has no overdue outstanding dues to financial institutions, banks or debenture holders as at 31^st March 2017.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

For Ajay B Garg

Chartered Accountant

A Garg

Membership No: 032538

Place : Mumbai

Dated : 15^th May 2017.

Mar 31, 2016

To the Members of Atlanta Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Atlanta Limited (âthe Companyâ), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Act"â) with respect to the preparation and presentation of the standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and further to our comments in the âAnnexure-Aâ, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

2. As required by Section 143 (3) of the Act, we report that:

(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, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements, Refer Note No. 31 to the financial statements;

ii. The Company did not have any Long term contract including derivatives contract as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been delayed by 33 days in transferring amounts of Rs.1,37,718/-, required to be transferred, to the Investor Education and Protection Fund by the Company

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(iii) The Company has loans granted to ten bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ) and balance outstanding as on 31st March, 2016 were Rs.114,89,44,707/-.

(c) There are no overdue amount for more than 90days in respects of the loan granted to body corporate listed in the register maintained under section 189 of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, duty of excise, service tax, duty of customs, employeeâs state insurance , value added tax, cess and other material statutory dues have been regularly deposited with few delay in some cases during the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of disputes:

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

[Referred to in paragraph 2(f) under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the standalone financial statements of the Company for the year ended March 31, 2016.]

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of M/s. Atlanta Limited (âthe Companyâ), as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

Auditorsâ Responsibility

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Ajay B Garg

Chartered Accountant

A Garg Proprietor

Membership No: 032538

Place of Signature: Mumbai

Dated : 27^th May, 2016.

Mar 31, 2015

We have audited the accompanying standalone financial statements of ATLANTA Limited ('the Company'), which comprises the balance sheet as at 31st March, 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and 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, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. there are pending litigations which would impact the financial position of the Company are properly disclosed as in Note No.31;

ii. the Company does not have material foreseeable losses on long term contract including derivative contracts;

iii. The Company has transferred the required amount of unclaimed Dividend to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under within time.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, we report that:

(i) FIXED ASSETS

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of two years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) INVENTORIES

a. As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

b. In our opinion and according to the information and explanations given to us, 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. In our opinion, the Company is maintaining proper records of inventory and the discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) LOAN GIVEN

a. The Company has granted loans to Nine (Previous year Three) bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013 ('the Act') and balance outstanding as on 31st March, 2015 were Rs. 112,42,64,872/- (Previous yearRs. 141,36,11,904/-)

b. In the case of the loans granted to the bodies corporate listed in the register maintained under Section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

c. There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under Section 189 of the Act.

(iv) INTERNAL CONTROL

In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) DEPOSITS FROM PUBLIC

The Company has not accepted deposits from the public during the year. The Company has complied with the provisions of directives issued by Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 and rules framed thereunder. As per the information and explanation given to us, no order under the aforesaid sections have been passed by the Company Law Board, National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other tribunal on the Company.

(vi) COST ACCOUNTING RECORDS

We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost Records and Audit ) Rules, 2014 and as prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained by the Company. We have not however made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii) STATUTORY DUES

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, duty of excise, service tax, duty of customs, employees' state insurance , value added tax, cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of Nature of Amount Period to which Forum where the statute dues (in Rs) the amount dispute is pending relates

Income Tax Income 28,51,26,640/- Assessment year The Commissio ner of Act,1961 Tax 2011-12 Income Tax (Appeal).

Income Tax Income 2,82,56,780/- Assessment year The Commiss ioner of Act,1961 Tax 2012-13 Income Tax (Appeal).

d. According to the information and explanations given to us the Company has transferred the required unclaimed Dividend amount to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under within time.

(viii) IN RESPECT OF LOSSES

The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year. (ix) REPAYMENT OF DUES

Based on our Audit procedures and according to information and explanation given to us, the Company has been regular in payment of dues to banks and financial institution. The Company does not have any overdue outstanding dues to financial institutions, banks or debenture holders as at 31st March, 2015.

(x) GUARANTEES GIVEN

In our opinion and according to the information and the explanations given to us, the Company has given guarantee amounting to Rs. 250 Crores for loans taken by others from banks or financial institutions, the terms and conditions whereof are not prejudicial to the interest of the Company.

(xi) END USE OF BORROWINGS

In our opinion and according to the information and explanations given to us , the term loans have been applied for the purpose for which they were obtained.

(xii) FRAUDS

Based on the audit procedures performed for the purpose of reporting the true and fair view of financial statement and as per the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Ajay B Garg

Chartered Accountant

A Garg

Mem. No. 32538

Place : Mumbai

Dated : 25/05/2015.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Atlanta Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position. financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement. whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

The Company has amortized the Concession Assets / Tolling Rights (BOT Rights) in the manner whereby the total cost is written off over the concession period of 6,127 days (i.e. from 2T" December, 2007 to 4th October, 2024) as per the recommendation of Chief Engineer, Public Works Department (PWD) as against the concession period of 2,461 days (i.e. from 2T" December, 2007 to 21s'' September, 2014) granted under the notification issued by the Government of Maharashtra, PWD. Accordingly, the BOT rights have been amortized over the extended period which is not in line with the period specified under the Government notification. Due to this there is a short amortization of tolling / BOT rights to the extent of X 2,608.98 Lacs during the year under consideration.

We further report that had the BOT Rights been amortized based on Government Notification;

a. The loss after tax would have been X 848.24 Lacs as against the reported profit after tax of X 1,760.74 Lacs

b. The net block of fixed assets would have been lower by X 2,608.98 Lacs

c. The balance in Reserves and Surplus would have been lower byX 2,608.98 Lacs

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the basis for qualified opinion paragraph, the aforesaid financial statements give the information required by the Act 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, 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 purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act;

e. On the basis of the written representations received from the Directors as on March 31, 2013, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2013, from being appointed as a Director in terms of Section 274(1 )(g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date:

1. (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.

2. The Company is not a manufacturing Company hence sub clauses (ii), (viii) of para 4A of the order does not apply.

3. a) The Company has taken unsecured loan from five parties covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 22,58,54,508/- and the year-end balance of loan taken from such parties were Rs. 8,24,64,226/-.

(b) The rate of interest, where applicable and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of loan taken by the Company, the principal amounts are repayable over a period of two to three years and therefore the question of overdue amount does not arise. However the interest is payable annually at the discretion of the Company.

(d) The Company has granted interest free unsecured loan to two parties covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was X 48,18,76,385/- and the year-end balance of loan granted to such parties were Rs.48,18,76,385/-.

(e) In respect of loan granted by the Company, the principal amounts are receivable over a period of two to three years and therefore the question of overdue amount does not arise.

4. 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.

5. 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.

6. 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 hereunder with regard to the deposit accepted from the public. As per the information and explanation given to us, no order under the aforesaid sections have been passed by the Company Law Board on the Company.

7. 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.

8. We have broadly reviewed the books of accounts maintain by the Company pursuant to the rules made by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie. the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate and complete.

9. (a) The Company is generally been regular in depositing statutory dues with the appropriate authorities, except for withholding tax where there have been delays. There are however 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 and other statutory dues which were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable are as under:

Sr. Nature of statutory Period to Amount No. dues which amount (In X) relates

1 Dividend distribution Assessment 10,13,906/- tax year-2012-13

(c) The disputed amounts payable in respect of Income Tax and other statutory dues which were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable are as under:

Nature of Forum where Period Amount statutory dispute is to which (In X) dues pending amount relates pending

Income Tax The Comm. of Assessment 15,73,824/- Act,1961 Income Tax year-2008-09 (Appeals)

10. There are no accumulated losses at the end of the year. The Company has not incurred any cash losses during the current and the immediately preceding financial year.

11. In our opinion and according to information and explanation given to us by the management, for delay in payment of dues to financial institutions and banks, as at the year end refer note 4.5 and 8.2 to the financial statements.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence sub clauses (xii), of para 4A of the order does not apply.

13. The provisions of any special statute applicable to Chit Fund. Nidhi or Mutual Benefit Fund / Societies are not applicable to the Company, hence sub clauses (xiii), of para 4A of the order does not apply.

14. The Company is not dealing in or trading in shares, securities. debentures and other investments, hence sub clauses (xiv), of para 4A of the order does not apply.

15. 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 promoter Company for loan given to its subsidiary 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.

16. The term loans were applied for the purpose for which the loans were obtained, hence sub clauses (xvi), of para 4A of the order does not apply.

17. 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.

18. 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, hence subclauses (xviii), of para 4A of the order does not apply.

19. The Company has not raised any monies by way of issue of debentures, hence sub clauses (xix), of para 4A of the order does not apply.

20. The Company has not raised any money by way of public issue during the year, hence sub clauses (xx), of para 4A of the order does not apply.

21. 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

K.V. SHETH

PARTNER

(M. NO. 30063)

Place: Mumbai

Date: May 21, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of ATLANTA LIMITED as at 31st March, 2012, 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, 2012 and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 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 Note No. 11.4 to the financial statements, relating to short amortisation of the Concession Assets/Tolling Rights (Mumbra-By-pass road) during the year amounting to Rs. 2,111.12 lacs pending the approval of extended concession period by the Contracting Authority.

We further report that had the BOT Rights been amortised based on Government notification,

a. The loss after tax would have been Rs. 1,686.84 lacs as against the reported profit after tax of Rs. 324.48 lacs

b. The net block of fixed assets would have been lower by Rs. 2,111.12 lacs

c. The balance in Reserve and Surplus would have been lower by Rs. 1,686.84 lacs

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, 2012

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 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:

1. (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.

2. The Company is not a manufacturing company hence sub clauses (ii), (viii) of para 4A of the order does not apply.

3. (a) The Company has granted unsecured loans to five parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.109,05,43,841/- and the year-end balance of loans granted to such parties was Rs. 6,00,15,023/-.

(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.

4. 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.

5. 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 Rupees Five Lacs 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.

6. 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 there under 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.

7. The Company has an internal audit system commensurate with the size and the nature of its business.

8. We have broadly reviewed the books of accounts maintain by the Company pursuant to the rules made by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act,1956 and are opinion of that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate and complete.

9. (a) The Company is not regular in depositing statutory dues with the appropriate authorities and there are delays in depositing the statutory dues on many occasions. There are however 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 and other statutory dues which were in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable are as follows:

Sr. Nature of Amount Nature of Dues No. Statute (Rs.)

Service Tax for the Service Tax 1 F.Y.2007-08, 94,77,867/- Act 2008-09 and 2009-10

(c) The disputed amounts payable in respect of Income Tax and other statutory dues which were in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable are as follows:

Period to Forum where the Sr. which the Amount Particulars dispute No. amount (Rs.) is pending pertains

Financial Dy. Commissioner 1 Income Tax year of Income 3,86,517/- 2008-09 Tax - Mumbai

10. 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.

11. In our opinion and according to information and explanation given to us by the management, the Company has during the year defaulted in repayment of dues to a financial institution or bank. For the details of the defaults outstanding as at the year- end refer note 3.3 & 7.2 to the financial statements.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments.

15. 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 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.

16. The term loans were applied for the purpose for which the loans were obtained.

17. 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.

18. 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.

19. The Company has not raised any monies by way of issue of debentures.

20. The Company has not raised any money by way of public issue during the year.

21. 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

PLACE: MUMBAI PARTNER

DATED: 25th May, 2012 (M. NO. 30063)

Mar 31, 2011

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/Ã 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/Ã 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 ÃPROFIT' 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

Mar 31, 2010

1) We have audited the attached Balance sheet of ATLANTA LIMITED as at 31st March, 2010, 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 CompanyÃs 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 (AuditorÃs 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, 2010 and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 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-By-pass road) during the year amounting to Rs.12,69,42,862/Ã 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.7,88,94,340/Ã on Rupee Foreign Currency Swap Transaction as on 31-03-2010.

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.20,66,87,218/- as against the reported profit after tax of Rs.41,25,24,420/ -

b) The net block of fixed assets would have been lower by Rs.12,69,42,862/- and

c) The balance in Reserve and Surplus would have been lower by Rs.20,58,37,202/- 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, 2010

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 four parties listed in the Register maintained under section 301 of the Companies Act, 1956 amounting to Rs.1,55,17,516/ - and a sum of Rs.4,43,16,485/- has been repaid during the year. The year end balance and the maximum amount outstanding during the year of such parties are of Rs. Nil and Rs.3,53,02,517/- 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 Rupees 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) There are delays in depositing the provident fund of Rs.

25,00,989/- and Tax Deducted at Source with the

appropriate authorities during the year . 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 31st March, 2010 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 Dividend Tax for the Rs. 10,62,187/-

Financial Year 2008-09 (since paid)

2 Service Tax Act Service Tax for the Rs. 95,72,804/-

F.Y.2007-08 & 2008-09

3 Income Tax Act,1961 Fringe Benefit Tax for Rs. 5,88,314/-

F.Y.2007-08 (since paid)

(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 pending amount relates

Income Tax Act,1961 Commissioner of A.Y.2003-04 Rs. 22,26,678/-

Income Tax (Appeal)

Income Tax Act,1961 Commissioner of A.Y.2004-05 Rs. 15,55,707/-

Income Tax (Appeal)

Income Tax Act,1961 Commissioner of A.Y.2005-06 Rs. 1,93,47,222/-

Income Tax (Appeal)

Income Tax Act,1961 Commissioner of A.Y.2006-07 Rs. 6,49,43,195/-

Income Tax (Appeal)

Income Tax Act,1961 Commissioner of A.Y.2007-08 Rs. 1,29,39,146/-

Income Tax (Appeal)

Income Tax Act,1961 Commissioner of A.Y.2008-09 Rs. 2,18,43,847/-

Income Tax (Appeal)

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 Tollwyas 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 money 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

K.V. SHETH PARTNER (M. NO. 30063)

PLACE : MUMBAI DATED : 29th May,2010

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