Auditor Report of GSB Finance Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of GSB FINANCE LTD.("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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 Standards referred to in sub-section (3C) of section 211 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.

Auditor''s 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 misstatement. 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2014;

(b) in the case of the Profit and Loss Account, 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 sub-section (4A) of section 227 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITOR''S REPORT

Re: GSB Finance Limited

Referred to in Paragraph 1 of our report of even date

1. In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodic manner, which in our opinion is reasonable, having regard to the size of Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its Inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the Loans, secured or unsecured, granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a) The Company has no Subsidiary.

b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loan given by the Company, are not prima facie prejudicial to the interest of the Company, However, during the year company has given loan to group companies and at the year end the balance outstanding including interest is Rs. 200.47 and amount is not overdue.

c) The principal amounts are repayable on demand and loans are mainly in the form of current loan accounts, while the interest is payable annually at the discretion of the Company.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

4. 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 Nature of its business for the purchases of security , derivatives in equity and option trading and fixed assets and for the sale of security , derivatives in equity and option trading and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanation given to us, the transactions made in the pursuance of contracts or arrangements that need to be entered in the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions made in the pursuance of contracts / arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs 5,00,000/- in respect of each party during the year have been made at prices which appears reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company has no internal audit system commensurate with the size and the nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. In respect of the statutory dues:

According to the records of the Company, undisputed statutory dues including Income- Tax, Sales Tax, Service Tax, and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and however, it has incurred cash loss in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund/ nidhi / mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments, and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us, and the representations made by the Management, the Company has not given any guarantee for loans taken by others from any bank of financial institution;

16. According to the information and explanations given to us, and the representations made by the Management, the Company has applied for term loans for purchase of Motor car to HDFC Bank Ltd. And the installments and interest is being paid regularly;

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital;

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. On the basis of the records and documents examined by us, the Company has not issued any debentures nor created any securities in respect of debenture issue;

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

21. According to 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 S. K. Rathi & Co. Chartered Accountants

sd/- (CA. S.K. Rathi) Prop. Place : MUMBAI. Membership No. 031071 Date : 30th May, 2014 FRN:108724W

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Mar 31, 2012

1. We have audited the attached Balance Sheet of GSB Finance Ltd., as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow statement 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 conducted our audit in accordance with the 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 sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred in paragraph 3 above, we report that:

(i) 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;

(ii) 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;

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss 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;

(v) On the basis of written representations received from the Directors, as on 31st March,2012 and taken on record 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;

(vi) 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 Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the company as at 31 st March 2012;

(b) In the case of the Statement of Profit and Loss, of the Loss 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.

ANNEXURE TO AUDITOR'S REPORT

Re: GSB Finance Limited

Referred to in Paragraph 3 of our report of even date

1. In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. ,

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodic manner, which in our opinion is reasonable, having regard to the size of Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its Inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the Loans, secured or unsecured, granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a) The Company has no Subsidiary .

b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loan given by the Company, are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and loans are mainly in the form of current loan accounts, while the interest is payable annually at the discretion of the Company.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

4. 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 Nature of its business for the purchases of security , derivatives in equity and option trading and fixed assets and for the sale of security , derivatives in equity and option trading and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanation given to us, the transactions made in the pursuance of contracts or arrangements that need to be entered in the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions made in the pursuance of contracts / arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs 5,00,000/- in respect of each party during the year have been made at prices which appears reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company has no internal audit system commensurate with the size and the nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. In respect of the statutory dues:

a) According to the records of the Company, undisputed statutory dues including Income-Tax, Sales Tax, Service Tax, and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2012 for a period of more than six months from the date of becoming payable.

b) The disputed Income Tax demand for A.Y. 2008-09 aggregating Rs 10,20,390/- have been deposited on account of disputed matters pending before ITAT appellate Authorities.

10. The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund/ nidhi / mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments, and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us, and the representations made by the Management, the Company has not given any guarantee for loans taken by others from any bank of financial institution;

16. According to the information and explanations given to us, and the representations made by the Management, the Company has not applied for term loans;

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital;

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act,1956.;

19. On the basis of the records and documents examined by us, the Company has not issued any debentures nor created any securities in respect of debenture issue;

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

21. According to 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 S. K. Rathi & Co. Chartered Accountants

Sd/-

(CA. S.K. Rathi) Prop. Place : Mumbai Membership No.31071

Date : 15th June, 2012 FRN: 108724W

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Mar 31, 2011

We have examined the records concerning the company's compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement entered into by the Company with the Stock Exchange of India for the financial year ended on March 31,2011.

The objective of our examinations is to give our opinion on whether the Company has complied with the conditions of Corporate Governance as stipulated in the provisions of Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchange of India.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of the corporate governance. It is neither an audit nor an expression of an opinion on the financial statements of the company.

We have conducted our examination on the basis of the relevant records and documents maintained by the company and furnished to us for examination and the information and explanations given to us by the Company.

On the basis of the records maintained by the 'Shareholders / Investor Grievance Committee' of the Company, we state that there were no investor grievances pending against the Company for the period exceeding one month.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange of India.

We further state that, such compliance is neither an assurance as to the future viability of the Company, nor to the efficiency or effectiveness with which the management has conducted the affairs of the company.

ANNEXURE Re: GSB Finance Limited. Referred to in paragraph 3 of our report of even date,

(I) (a) The Company has maintained but not updated records showing full particulars including quantitative details and situation of fixed assets;

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets, No material discrepancies were noticed on such verification;

(c) During the year, the company hasn't disposed off any fixed assets including plant and machinery;

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) The Procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business;

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material in relation to the operations of the company and have been properly dealt with in the books of account;

(iii) (a) The company has not taken loans from companies or other parties as listed in the register maintained under section 301 of the Companies Act, 1956. The company has not given unsecured loan to companies listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.;

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of shares, securities, inventory, fixed assets and sale of shares, securities, goods. During the course of our audit, we have not come across any major weaknesses in internal control procedures;

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the Register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which arc reasonable having regard to prevailing market prices at the relevant time;

(vi) The company has not taken or accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act, 1956, and the rules made there under. Therefore, the provisions of clause (vi) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company;

(vii) Company has internal audit system;

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.;

(ix) (a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Income tax. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, and other taxes, were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable except Income Tax Demand raised under assessment proceeding for A.Y. 2008-2009 for Rs. 10,20,390/- For which company filed an appeal before the appellate authority and company is hopeful for receiving adequate relief , No provision have been made in the account for such demand.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, etc. which have not been deposited on account of any dispute;

(x) Clause is not applicable as has been registered for a period exceeding five year its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth;

(xi) In our opinion and according to the information and explanations given to us, the company not defaulted in repayment of dues to financial institutions, banks;

(xii) Company hasn't granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

(xiii) Company is dealing in or trading in shares, securities, debentures and other investments. In our opinion, proper records have been maintained of transactions and contracts and timely entries have been made therein: also the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of exemption, if any, granted under section 49 of the Act.;

(xiv) According to the information and explanations given to us, and the representations made by the Management, the Company has not given any guarantee for loans taken by others from any bank of financial institution;

(xv) According to the information and explanations given to us, and the representations made by the Management, the Company has not applied for term loans;

(xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital;

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.;

(xviii) On the basis of the records and documents examined by us, the Company has not issued any debentures nor created any securities in respect of debenture issue;

(xix) The Company has not raised any money by public issue, during the year;

(xx) According to 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;

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditor's Report) Order, 2003, Clause (xiii) of Paragraph 4 of the aforesaid Order, are, in our opinion, not applicable to The Company.

For S.K. Rathi & Co. Chartered Accountants Sd/

(CA S.K. Rathi) Prop. Membership No.31071 FRN: 108724W

Date : 31st May, 2011

Place : Mumbai

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Mar 31, 2010

1. We have audited the attached balance sheet of GSB Finance Ltd., as at 31st March 2010, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) 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;

(ii) 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;

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, profit and 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;

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record 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;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the balance sheet, of the state of affairs of the company as at 31st March 2010:

(b) In the case of the profit and loss account, 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.

Annexure Re: GSB Finance Limited Referred to in paragraph 3 of our report of even date,

(i) (a) The Company has maintained but not updated records showing full particulars including quantitative details and situation of fixed assets;

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets, No material discrepancies were noticed on such verification;

(c) During the year, the company hasnt disposed off any fixed assets including plant and machinery;

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) The Procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business;

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material in relation to the operations of the company and have been properly dealt with in the books of account;

(iii) (a) The company has not taken loans from companies or other parties as listed in the register maintained under section 301 of the Companies Act, 1956. The company has not given unsecured loan to companies listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.;

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of shares, securities, inventory, fixed assets and sale of shares, securities, goods. During the course of our audit, we have not come across any major weaknesses in internal control procedures;

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the Register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time;

(vi) The company has not taken or accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act, 1956, and the rules made there under. Therefore, the provisions of clause (vi) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company;

(vii) Company has no internal audit system;

(viii)Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.;

(ix) (a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Income tax. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, and other taxes, were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable;

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, etc. which have not been deposited on account of any dispute;

(x) Clause is not applicable as has been registered for a period exceeding five year its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth ;

(xi) In our opinion and according to the information and explanations given to us, the company not defaulted in repayment of dues to financial institutions, banks;

(xii) Company hasnt granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

(xiii)Company is dealing in or trading in shares, securities, debentures and other investments. In our opinion, proper records have been maintained of transactions and contracts and timely entries have been made therein: also the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of exemption, if any, granted under section 49 of the Act.;

(xiv)According to the information and explanations given to us, and the representations made by the Management, the Company has not given any guarantee for loans taken by others from any bank of financial institution;

(xv) According to the information and explanations given to us, and the representations made by the Management, the Company has not applied for term loans;

(xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital;

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act,1956.;

(xviii) On the basis of the records and documents examined by us, the Company has not issued any debentures nor created any securities in respect of debenture issue;

(xix) The Company has not raised any money by public issue, during the year;

(xx) According to 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;

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditors Report) Order, 2003, Clause (xiii) of Paragraph 4 of the aforesaid Order, are, in our opinion, not applicable to The Company.

For S. K. Rathi & Co. Chartered Accountants Sd/- (CA. S.K. Rathi) Prop. Date: 31st May, 2010 Membership No.031071

Place: Mumbai FRN: 108724W