Jaypee Infratech Ltd

JAYPEE INFRATECH LIMITED

We have audited the attached Balance Sheet of JAYPEE INFRATECH LIMITED as at31st March 2010, and also the annexed Profit and Loss Account and the Cash Flow statementfor the year ended 31st March 2010. These financial statements are the responsibility ofthe Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted inIndia. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

We report that:

(1) As required by the Companies (Auditor’s Report) Order 2003 as amended by theCompanies (Auditor’s Report) (Amendment) Order 2004, issued by the Central Governmentof India in terms of Section 227(4-A) of the Companies Act, 1956, we give in the Annexurea statement on the matters specified in paragraphs 4 and 5 of the said Order.

(2) Further to our comments in the Annexure referred to in paragraph 1 above:

(a) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit;

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

(c) The Balance Sheet, the Profit and Loss Account and Cash Flow statement referred toin this report, are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flowstatement referred to in this report, comply with the accounting standards referred to insub-section (3C) of Section 211 of the Companies Act, 1956;

(e) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts, read together with significant accounting policies andother notes thereon give the information required by the Companies Act, 1956, in themanner so required and give a true and fair view:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch 2010,

ii) in the case of the Profit and Loss Account, of the Profit of the Company for theyear ended 31st March 2010, and

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for theyear ended 31st March 2010.

ANNEXURE TO THE AUDITORS’ REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the yearended 31st March 2010 of JAYPEE INFRATECH LIMITED.

(i) (a) The Company is maintaining proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) A substantial portion of the Fixed Assets have been physically verified by themanagement during the year and to the best of our knowledge and information given to us,no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are not material so as to affect theCompany as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonableintervals during the year.

(b) In our opinion the procedures of physical verification of inventories followed bythe management are reasonable and adequate in relation to the size of the Company and thenature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticedon physical verification of inventory as compared to book records were not material.

(iii) The Company has not granted nor taken any loans, secured or unsecured to/fromcompanies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

(iv) In our opinion, there is an adequate internal control system commensurate with thesize of the Company and the nature of its business for the purchase of inventory and fixedassets and for sales. During the course of our audit we have not observed any continuingfailure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information andexplanations given to us, we are of the opinion that the particulars of contracts orarrangements referred to in section 301 of the Companies Act, 1956 have been entered intothe register required to be maintained under that section. The transactions made inpursuance of such contracts or arrangements have been made at prices which are reasonablehaving regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) During the year under observation, the Company had an internal audit systemcommensurate with its size & nature of its business wherein it was observed that alltransactions are carried out under the personal supervision of senior officials/directorsof the Company.

(viii)According to the information and explanations given to us Clause (viii) of Para 4of the Order is not applicable.

(ix) (a) As per records produced before us and according to the information andexplanations given to us the Company is generally regular in depositing undisputedstatutory dues applicable to it like, Income-tax, Wealth Tax, Provident Fund, Sales Tax,Service Tax, and other material statutory dues applicable to it, with the appropriateauthorities, and there were no arrears of such dues at the end of the year which haveremained outstanding for a period of more than six months from the date they becamepayable.

(b) As per records produced before us and according to the information and explanationsgiven to us there are no dues of Income-tax, Sales-tax, Customs duty, Wealth tax, ServiceTax, Excise Duty or Cess which have not been deposited on account of any dispute, exceptfor the following:

(x) As the Company is one which has been registered for a period of less than fiveyears, Clause (x) of Para 4 of the Order is not applicable.

(xi) Based on our audit procedures and on the information and explanations given by themanagement, we are of the opinion that the Company has not defaulted in repayment of duesto any financial institution, bank or debenture holder.

(xii) The Company has not granted loans and advances on the basis of security by way ofpledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefitfund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures orother investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) Inouropinionandaccordingtotheinformationandexplanations given to us, where theCompany has given guarantee for loans/ NCDs taken by its holding company from banks orfinancial institutions, the terms and conditions thereof are not prejudicial to theinterest of the company.

(xvi) To the best of our knowledge and belief and according to the information andexplanations given to us, term loans availed by the Company were applied by the Companyduring the year for the purposes for which the loans were obtained, other than temporarydeployment pending application.

(xvii) According to the information and explanations given to us and on the overallexamination of the Balance Sheet of the Company for the period under report, we are of theopinion that no funds raised on short term basis have been used for long term investment.

(xviii) Where the Company has made, during the year, a preferential allotment of twentysix crores equity shares at par to Jaiprakash Associates Limited, the holding company, theprice, in our opinion and as per explanations given to us, is not prejudicial to theinterests of the Company.

(xix) According to the information and explanations given to us the Company has createdsecurity/charge in respect of secured non-convertible redeemable debentures issued andoutstanding at the end of the year.

(xx) As the Company has not raised any money by way of public issues, Clause (xx) ofPara 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by theCompany has been noticed or reported during the year.