We have audited the attached Balance Sheet of GDL Leasing & Finance
 Ltd. as at 31st March, 2011 and also the Profit & Loss account for the
 year ended on that date, annexed there to and Cash Flow Statement for
 the period ended on that date. 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.
 
 We conducted our audit in accordance with 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
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government in terms of Section 227 (4A) of the Companies
 Act, 1956, we annex a statement on the matters specified in paragraph 4
 and 5 of the said order.
 
 2.  Further to our comments in Annexure referred to in paragraph (1)
 above, we report that:
 
 A) We have obtained all the information and explanations, which to the
 best of our knowledge & belief were necessary for the purpose of our
 audit:
 
 B) In our opinion, proper books of Accounts as required by law have
 been kept by the Company, so far as appears from our examination of the
 books of accounts.
 
 C) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 referred to in this report are in agreement with the Books of Accounts.
 
 D) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report are in compliance with
 Accounting Standards (AS) referred to in Section 211(3C) of the
 Companies Act, 1956.
 
 E) In our opinion and as per the information and according to the
 explanations given to us, no director is disqualified form being
 appointed as director under Section 274(1) (g) of the Companies Act,
 1956.
 
 F) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements read
 together with the Significant Accounting Policies and other notes
 thereon give the information required by the Companies act, 1956, in
 the manner so required, and present a true and fair view in conformity
 with the accounting principles generally accepted in India:
 
 i) In so far as it relates to Balance Sheet, of the state of affairs of
 the Company as at 31st March, 2011.
 
 ii) In so far as it relates to the Profit & Loss Account, of the profit
 of the Company for the year ended on that date: and
 
 iii) In so far as it relates to the Cash Flow Statement, of the cash
 flows of the company for the year ended on that date.
 
                                    For :D.Galhotra& Associates
                                      Chartered Accountants 
 Place :New Delhi
 
 Date: 12.08.2011                                      Sd/-
 
                                     (Darshan Lai Galhotra)
                                            Proprietor