1.  We have audited the attached Balance Sheet of GSL SECURITIES
 LIMITED as on 31st March, 2012 and also the Profit & Loss Account 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 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 misstatements. 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
 (Order) issued by the Company Law Board in terms of Section 227
 (4A) of the Companies Act, 1956 and in terms of the information and
 explanations given to us and also on the basis of such checks, as we
 considered appropriate we set out in the Annexure, a statement on the
 matters specified in paragraphs 4 & 5 of the said Order.
 
 4.  Further to our comments in Annexure referred to in paragraph 3
 above we report that: -
 
 a) We have obtained all the information and explanation, 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 it appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts;
 
 d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement have been prepared, in all material respects in
 compliance with the Accounting Standards referred to in Section 211(3C)
 of the Companies Act,1956.
 
 e) On the basis of the written representations received from the
 Directors as on 31st March, 2012, and taken on the 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.
 
 f) 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 other Notes generally give the
 information required by the Companies Act, 1956, in the manner so
 required and also give, a true and fair view : -
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012;
 
 (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 the Auditors'' Report
 
 (Referred to in paragraph 3 of our report of even date to the members
 of GSL Securities Limited for the year ended 31.03.2012)
 
 i.  a) The Company has maintained proper records to show full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) As explained to us, during the year the fixed assets have been
 physically verified by the management at reasonable intervals and no
 material discrepancies have been noticed on such verification.
 
 c) No part of fixed assets of Company has been disposed off during the
 year.
 
 ii.  According to information and explanations given to us, during the
 year, the Company does not have any trading activity and hence does not
 have any inventory. Therefore the question of physical verification,
 adequacy of procedures of physical verification and maintenance of
 proper records of inventory does not arise.
 
 iii. a) As per information and explanations given to us, during the
 year 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. Accordingly, sub clause
 (a), (b), (c) and (d) of clause (iii) of paragraph 4 of the Companies
 (Auditor''s Report) Order, 2003 is not applicable to the Company.
 
 b) According to the information and explanation given to us the company
 has taken unsecured loan from a party covered in the Register
 maintained under section 301of the Companies Act, 1956. The maximum
 Amount involved during the year was Rs 1.55 Lacs and the year end
 balance of such loan taken was Rs 1.50 Lacs
 
 c) In our opinion the rate of interest and other terms and conditions
 of such loan are not prima facie prejudicial to the interest of the
 company.
 
 d) According to the information and explanations given to us in respect
 of such loans taken by the Company, the same are at call and no
 stipulations have been made regarding payment of principal and interest
 thereon.
 
 iv.  In our opinion and according to the information and explanations
 given to us, it appears that there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business with regard to purchase of shares & securities, other assets
 and for the sale of shares & securities and services. Further, on the
 basis of our examination of the books and records of the Company, and
 according to the information and explanation given to us, we have
 neither come across nor have been informed of any continuing failure to
 correct major weakness in the aforesaid internal control system.
 
 v.  According to the information and explanations given to us, during
 the year no contracts or arrangements referred to in section 301 of the
 Act, have been entered by the Company. Accordingly, Clause 4(v) (b) of
 the Order is not applicable to the Company.
 
 vi.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposit from public
 during the year, within the meaning of Section 58-A and 58AA and other
 relevant provisions of the Companies Act, 1956 and rules framed there
 under.
 
 vii. The Company does not have an internal audit system. However,
 effective internal controls are being exercised by the management,
 which is broadly commensurate with the size of the Company and nature
 of its business.
 
 viii.  According to the information and explanations given to us, the
 maintenance of Cost records has not been prescribed by the Central
 Government under Section 209 (1) (d) of the Companies Act, 1956.
 
 ix.  a) According to the records of the Company and information and
 explanationsgiven to us, the Company has been regular in depositing
 undisputed statutory dues including Provident Fund, Employees State
 Insurance, Income tax, Sales Tax, Wealth Tax, Custom Duty, Investor
 Education and Protection Fund, Excise Duty, Cess, Service Tax or any
 other statutory dues, wherever applicable, with the appropriate
 authorities and there were no arrears under the above heads which were
 due for more than six months from the date they became payable as at
 the close of the year.
 
 b) According to the information and explanations given to us, there are
 no dues of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise
 Duty, Sales Tax and Cess and any other statutory dues which have not
 been deposited on account of any dispute.
 
 x.  The Company has accumulated losses as at the end of the financial
 year and has not incurred cash losses in the current financial year but
 has incurred cash losses in the immediately preceding financial year.
 
 xi.  Based on our examination of record and information and
 explanations given to us the company has not taken loan from financial
 institutions or banks or debenture holders during the year.
 
 xii. Based on our examination of record and information and
 explanations given to us the company has not granted any loans or
 advances on the basis of security by way of pledge of shares,
 debentures or other securities.
 
 xiii.  The provisions of any Special Statute applicable to Chit Fund,
 Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
 Company.
 
 xiv. The Company has maintained proper records of transactions and
 contracts in respect of investments in shares, securities debentures
 and other investments and those timely entries have been made therein.
 The shares, securities debentures and other investments have been held
 by the Company in its own name except to the extent of the exemption
 granted under section 49(4) of the Companies Act, 1956.
 
 xv.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 xvi. The Company has not taken any terms loans during the year.
 
 xvii.  In our opinion and according to the information and explanation
 given to us, and on an overall examination of the Balance Sheet and
 Cash Flow of the Company, fund raised on short-term basis have, prime
 facie, not been used for long term investment.
 
 xviii.  According to the information and explanation given to us,
 during the year, 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.
 
 xix. According to the information and explanation given to us, during
 the year, the Company has not issued any Debentures and hence no
 securities or charges are required to be created in respect thereof.
 
 xx.  The Company has not raised any money by way of public issues
 during the period covered under the audit report.
 
 xxi. During the course of our examination of books of account, carried
 out in accordance with generally accepted auditing practices in India,
 and according to the examinations given to us, we neither come across
 any incidence of any material fraud, on or by the Company, noticed or
 reported during the year, nor have been informed of any such case by
 the Management.
 
                                            For VIJAY R. TATER & CO. 
 
                                              Chartered Accountants 
 
                                      Firm Registration No. 111426W 
 
 Place: Mumbai                                                 Sd/-
 
 Date :30/05/2012                                (Suresh G. Kothari)
 
                                                            Partner.
 
                                               Membership No. 47625