1.  We have audited the attached Balance Sheet of Gateway Distriparks
 Limited (the Company) as at March 31, 2011, and the related profit and
 Loss Account and Cash Flow Statement for the year ended on that date
 annexed thereto, which we have signed under reference to this report.
 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 firee 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 the 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, as
 amended by the Companies (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 of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement 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 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 law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, profit and 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 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 Act;
 
 (e) On the basis of written representations received from the
 directors, as on March 31, 2011 and taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said Financial Statements together
 with the Notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011; (ii) In the case of the profit and Loss
 Account, of the profit for the year ended on that date; and (iii) In the
 case of the Cash Flow Statement, of the cash flows for the year ended on
 that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Gateway Distriparks Limited (the Company) on the financial
 statements for the year ended March 31, 2011]
 
 1.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative
 
 details and situation, of fixed assets.
 
 (b) The fixed assets of the Company are physically verified by the
 Management according to the phased programme, designed to cover all the
 items over three years, which in our opinion, is reasonable with
 regards the size of the Company and nature of its assets. Pursuant to
 the programme, a portion of the fixed assets have been physically
 verified by the Management during the year and no material discrepancies
 between the book records and the physical inventory have been noticed.
 
 (c) In our opinion, the Company has disposed off a substantial part of
 fixed assets during the year.  On the basis of our examination of the
 books and records of the Company, and according to the information and
 explanations given to us, in our opinion, the disposal of the said part
 of fixed assets has not affected the going concern status of the
 Company.
 
 2 .  (a)The Company has not granted any loans, secured or unsecured, to
 companies, firms or other
 parties covered in the register maintained under Section 301 of the
 Companies 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) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, the clauses (iii) (f) to
 (iii) (g) of Paragraph 4 of the Order are not applicable to the Company
 for the year.
 
 3.  In our opinion and according to the information and explanations
 given to us, with regards explanation that certain items purchased and
 sold are of the special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, there is an adequate
 internal control system commensurate with the size of the Company and
 the 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, and according to the information and
 explanations given to us, no major weakness has been noticed or
 reported.
 
 4.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that Section.
 
 (b) In our opinion and according to the information and explanations
 given to us, with regards explanation that certain items purchased and
 sold are of the special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, the transactions
 made in pursuance of such contracts or arrangements and exceeding the
 value of Rs. five lakhs with respect to any party during the year have
 been made at prices which 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 of Sections 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 size and nature of its business.
 
 7.  (a)According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, except dues
 with respect to income-tax, service-tax and Value Added Tax, the
 Company is regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 sales-tax, wealth tax, customs duty, excise duty, cess and other
 material statutory dues as applicable with the appropriate authorities.
 There are no statutory dues outstanding as at March 31, 2011 for a
 period of more than six months from the date they became payable.
 
 (b)According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of sales tax,
 customs duty, excise duty, wealth tax and cess as at March 31, 2011
 which have not been deposited on account of any dispute. The
 particulars of dues of service tax and income tax as at March 31, 2011
 which have not been deposited on account of dispute, are as follows:
 
 Name of the Statute      Nature of       Amount        Period to which
                            Dues          (Rs.)         the amount
                                                        relates
 
 As per the               Service       32.581.255      October 2003 to
 provisions of              Tax                         March 2009
 Finance Act, 1994
 
 Income Tax Act,          Income       225,520,977      2006-2007.
 1961                       Tax                         2008-2009 and
                                                        2009-2010
 
 
 
 
 Name of the Statute              Forum where the dispute is pending
 
 As per the provisions of 
 Finance Act, 1994                Customs, Excise and Service
                                  Tax Appellate Tribunal,
                                  Mumbai.
 
 Income Tax Act,1961              Commissioner of Income Tax
                                  (Appeals)
 
 8.  The Company has no accumulated losses as of March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 9.  According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in the repayment of dues to any financial institution or bank as at the
 Balance Sheet date. Further, there were no dues payable to debenture
 holders as at the Balance Sheet date.
 
 10.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 11.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/ 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, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 14.  In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 15.  On the basis of an overall examination of the Balance Sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised 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 and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 17.  The Company has not issued any debentures.
 
 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, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of any such case by the Management.
 
 20.  The other clauses (ii) and (viii) of paragraph 4 of the Order, are
 not applicable for the Company for the current year, since in our
 opinion, there is no matter that arise to be reported in the aforesaid
 Order.
 
                                      For Price Waterhouse
 
                                      Firm Registration Number: 301112E
 
                                      Chartered Accountants
 
                                      Uday Shah
 
 Place: Mumbai                        Partner
 
 Date: June 15, 2011                  Membership Number: F-46061