Gateway Distriparks Ltd

TO THE MEMBERS OF GATEWAY DISTRIPARKS LIMITED

1. We have audited the attached Balance Sheet of Gateway Distriparks Limited ("theCompany") as at March 31, 2010, and the related Profit and Loss Account and Cash FlowStatement for the year ended on that date annexed thereto, which we have signed underreference to this report. These Financial Statements are the responsibility of theCompany’s Management. Our responsibility is to express an opinion on these FinancialStatements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. 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 the Management, as well as evaluating the overallFinancial Statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by theCompanies (Auditor’s Report) (Amendment) Order, 2004 (together "the Order")issued by the Central Government of India in terms of sub-section (4A) of Section 227 of‘the Companies Act, 1956’ of India ("the Act") and on the basis ofsuch checks of the books and records of the Company as we considered appropriate andaccording to the information and explanations given to us, we give in the Annexure astatement on the matters specified in paragraphs 4 and 5 of the Order.

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

(a) We have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of account;

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

(e) On the basis of written representations received from the directors as on March 31,2010 and taken on record by the Board of Directors, none of the directors is disqualifiedas on March 31, 2010 from being appointed as a director in terms of clause (g) ofsub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said Financial Statements together with the Notes thereon and attachedthereto give, in the prescribed manner, the information required by the Act and give atrue and fair view in conformity with the accounting principles generally accepted inIndia:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as atMarch 31, 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended onthat date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.

For Price Waterhouse

Firm Registration No. 301112E

Chartered Accountants

Uday Shah

Partner

Membership No.: F-46061

Place : Chennai

Dated : June 30, 2010

ANNEXURE TO AUDITORS’ REPORT

[Referred to in paragraph 3 of the Auditors’ Report of even date to the members ofGateway Distriparks Limited ("the Company") on the Financial Statements for theyear ended March 31, 2010]

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

(b) The fixed assets are physically verified by the Management according to a phasedprogramme, designed to cover all the items over a period of three years, which in ouropinion, is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme, a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies between the bookrecords and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, asubstantial part of fixed assets has not been disposed of by the Company during the year.

2 (a) The Company has not granted any loans, secured or unsecured, to companies, firmsor other parties covered in the register maintained under Section 301 of ‘theCompanies Act, 1956’ of India ("the Act"). Accordingly, the clauses (iii)(b) to (iii) (d) of the Paragraph 4 of the Companies (Auditor’s Report) Order, 2003,as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 (together"the Order") are not applicable to the Company for the year.

(b) Company has not taken any loans, secured or unsecured, from companies, firms orother parties covered in the register maintained under Section 301 of the Act.Accordingly, the clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are notapplicable to the Company for the year.

3 In our opinion and according to the information and explanations given to us, havingregard to explanation that certain items purchased and sold are of special nature forwhich suitable alternative sources do not exist for obtaining comparative quotations,there is an adequate internal control system commensurate with the size of the Company andthe nature of its business for the purchase of fixed assets and for the sale of services.Further, on the basis of our examination of the books and records of the Company, andaccording to the information and explanations given to us, we have neither come across norhave been informed of any continuing failure to correct major weaknesses in the aforesaidinternal control system.

4 (a) In our opinion and according to the information and explanations given to us, theparticulars of contracts or arrangements referred to in Section 301 of the Act have beenentered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of such contracts or arrangements and exceeding the valueof Rupees Five Lakhs in respect of any party during the year have been made at priceswhich are reasonable having regard to the prevailing market prices at the relevant time.

5 The Company has not accepted any deposits from the public within the meaning ofSections 58A and 58AA of the Act and the rules framed there under.

6 In our opinion, the Company has an internal audit system commensurate with its sizeand nature of its business.

7 (a) According to the information and explanations given to us and the records of theCompany examined by us, in our opinion, except in respect of income-tax and service taxfor which the Company is generally regular in depositing undisputed statutory dues, theCompany is regular in depositing undisputed statutory dues including provident fund,investor education and protection fund, employees’ state insurance, wealth tax, salestax, customs duty, excise duty, cess and other material statutory dues as applicable, withthe appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us, there are no dues of income tax, sales tax, customs duty, exciseduty, wealth tax and cess as at March 31, 2010 which have not been deposited on account ofany dispute. The particulars of dues of service tax as at March 31, 2010 which have notbeen deposited on account of a dispute, are as follows:

8 The Company has no accumulated losses as at March 31, 2010 and it has not incurredany cash losses in the financial year ended on that date or in the immediately precedingfinancial year.

9 According to the records of the Company examined by us and the information andexplanations given to us, the Company has not defaulted in repayment of dues to any bankduring the year. Further, there were no dues payable to any financial institution ordebenture holders as at the Balance Sheet date.

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

11 The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefitfund/ societies are not applicable to the Company.

12 In our opinion, the Company is not a dealer or trader in shares, securities,debentures and other investments.

13 In our opinion and according to the information and explanations given to us, theCompany has not given any guarantee for loans taken by others from banks or financialinstitutions during the year.

14 In our opinion and according to the information and explanations given to us, on anoverall basis, the term loans have been applied for the purposes for which they wereobtained.

15 On the basis of an overall examination of the Balance Sheet of the Company, in ouropinion and according to the information and explanations given to us, there are no fundsraised on a short-term basis which have been used for long-term investment.

16 The Company has not made any preferential allotment of shares to parties andcompanies covered in the register maintained under Section 301 of the Act during the year.

17 The Company has not issued debentures and outstanding at the year-end.

18 The Company has not raised any money by public issues during the year.

19 During the course of our examination of the books and records of the Company,carried out in accordance with the generally accepted auditing practices in India, andaccording to the information and explanations given to us, we have neither come across anyinstance of fraud on or by the Company, noticed or reported during the year, nor have webeen informed of such case by the Management.

20 The other clauses (ii) and (viii) of paragraph 4 of Order, is not applicable in thecase of the Company for the current year, since in our opinion, there is no matter whicharises to be reported in the aforesaid order.

For Price Waterhouse

Firm Registration No. 301112E

Chartered Accountants

Uday Shah

Partner

Membership No.: F-46061

Place : Chennai

Dated : June 30, 2010