To the Members of Gateway Distriparks Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of GatewayDistriparks Limited ("the Company"), which comprise the Balance Sheet as atMarch 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the yearthen ended, and a summary of the significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Standalone Financial Statements

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

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

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

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

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the state of affairs of the Companyas 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

9. As required by ‘the Companies (Auditor’s Report) Order, 2015’, issuedby the Central Government of India in terms of sub-section (11) of Section 143 of the Act(hereinafter referred to as the "Order"), and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us, we give in the Annexure a statement on thematters specified in paragraphs 3 and 4 of the Order.

10. 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 bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March31, 2015 taken on record by the Board of Directors, none of the directors is disqualifiedas on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of theAct.

(f) With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31,2015 on its financial position in its standalone financial statements – Refer Note26;

ii. The Company has made provision as at March 31, 2015, as required under theapplicable law or accounting standards, for material foreseeable losses, if any, onlong-term contracts including derivative contracts;iii. There has been no delay intransferring amounts, required to be transferred, to the Investor Education and ProtectionFund by the Company during the year ended March 31, 2015.

For Price Waterhouse
Firm Registration Number: FRN 301112E
Chartered Accountants
Partha Ghosh
Place: New Delhi Partner
Date: April 29, 2015 Membership Number: 55913

Annexure to Independent Auditors’ Report

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to themembers of Gateway Distriparks Limited on the standalone financial statements as of andfor the year ended March 31, 2015

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

(b) The fixed assets of the Company have been physically verified by the Managementduring the year. The discrepancies noticed on such verification were not material and havebeen properly dealt with in the books of account. In our opinion, the frequency ofverification is reasonable.

ii. The Company is in the business of rendering services, and consequently, does nothold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are notapplicable to the Company.

iii. The Company has not granted any loans, secured or unsecured, to companies, firmsor other parties covered in the register maintained under Section 189 of the Act.Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order arenot applicable to the Company.

iv. 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 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,nor have been informed of, any continuing failure to correct major weaknesses in theaforesaid internal control system.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73, 74, 75 and 76 of the Act and the rules framed there under to the extentnotified.

vi. The Central Government of India has not specified the maintenance of cost recordsunder sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us, in our opinion, the Company is generally regular in depositingundisputed statutory dues in respect of income tax and provident fund though there hasbeen a slight delay in a few cases, and is regular in depositing undisputed statutorydues, including sales tax, service tax, duty of customs, wealth tax and value added tax,as applicable, with the 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 sales tax, duty of customs, wealth tax andvalue added tax which have not been deposited on account of any dispute. The particularsof dues of income tax and service tax as at March 31, 2015 which have not been depositedon account of a dispute, are as follows:

Name of the statute Nature of dues Amount* (Rs.) Period to which the amount relates Forum where the dispute is pending
The Finance Act, 1994 Service Tax 9,041,964 April 1, 2008 to September 30, 2008 Commissioner of Central Excise, Customs and Service Tax
Income Tax Act, 1961 Income Tax 730,416,566 Assessment Year 2008-2009 to 2010-2011 Income Tax Appellate Tribunal
Income Tax Act, 1961 Income Tax 157,751,540 Assessment Year 2011-2012 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax 218,768,870 Assessment Year 2012-2013 Commissioner of Income Tax (Appeals)

* Net of Amount paid under protest

(c) The amount required to be transferred to Investor Education and Protection Fund hasbeen transferred within the stipulated time in accordance with the provisions of theCompanies Act, 1956 and the rules made thereunder.

viii. The Company has no accumulated losses as at the end of the financial year and ithas not incurred any cash losses in the financial year ended on that date or in theimmediately preceding financial year.

ix. According to the records of the Company examined by us and the information andexplanation given to us, the Company has not defaulted in repayment of dues to anyfinancial institution or bank or debenture holders as at the balance sheet date.

x. In our opinion, and according to the information and explanations given to us, theterms and conditions of the guarantees given by the Company for loans taken by others frombanks or financial institutions during the year, are not prejudicial to the interest ofthe Company.

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

xii. 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 material fraud on or by the Company, noticed or reported during the year, norhave we been informed of any such case by the Management.

For Price Waterhouse
Firm Registration Number: FRN 301112E
Chartered Accountants
Partha Ghosh
Place: New Delhi Partner
Date: April 29, 2015 Membership Number: 55913