1.  We have audited the attached balance sheet of GTL Limited, as at
 30th June 2011, the profit and loss account and also the cash flow
 statement for the period 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 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 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government in terms of sub-section (4A) of section 227
 of the Companies Act, 1956, we enclose in the Annexure a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 (i) 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;
 
 (ii) 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;
 
 (iii) The balance sheet, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) 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 Companies Act, 1956;
 
 (v) On the basis of written representations received from the
 directors, as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors were disqualified as on
 31st March, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 (vi) Unsecured loan payable to ICICI Bank is subject to confirmation;
 
 (vii) In our opinion and to the best of our information and according
 to the explanations given to us, the said accounts subject to our
 comment in paragraph (vi) above give the information required by the
 Companies Act, 1956, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (a) in the case of the balance sheet, of the state of affairs of the
 Company as at 30th June, 2011.
 
 (b) in the case of the profit and loss account, of the profit for the
 period ended on that date; and
 
 (c) in the case of the cash flow statement, of the cash flows for the
 period ended on that date.
 
 Referred to in paragraph 3 of our report of even date on the accounts
 of GTL Limited for the period ended 30th June, 2011
 
 On the basis of such checks as considered appropriate and in terms of
 the information and explanations given to us, we report as under:
 
 (i) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 All the fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 In our opinion, during the year, the Company has not disposed off
 substantial part of the Fixed Assets.
 
 (ii) The inventory has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 The procedures of physical verification of inventories followed by the
 management are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 On the basis of our examination of the records of inventory, we are of
 the opinion that the Company is maintaining proper records of
 inventory.  The discrepancies noticed on verification between the
 physical stocks and the book records were not material.
 
 (iii) The Company has neither taken nor granted any loans, secured or
 unsecured, from/to companies, firms and other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Therefore, the provisions of clause 4 (iii) of the Companies (Auditors
 Report) Order, 2003 are not applicable to the Company.
 
 (iv) In our opinion, there is an adequate internal control procedure
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory and fixed assets and for sale of
 goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in internal
 control procedure.
 
 (v) Based on the audit procedures applied by us, we are of the opinion
 that the transactions made in pursuance of contracts or arrangements,
 which were required to be entered in the register maintained u/s 301 of
 the Companies Act, 1956, have been so entered.
 
 In our opinion, the transactions made, during the year, aggregating in
 value of Rupees Five Lakhs or more per party, in pursuance of contracts
 or arrangements entered into register maintained under section 301 of
 the Companies Act, 1956 have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time
 except that in case of transaction of provisioning and availment of
 services, no comparable price instances were available in view of the
 uniqueness of these transactions.
 
 (vi) During the period, the Company has not accepted any deposits from
 public within the meaning of provisions of Sections 58A, 58AA or any
 other relevant provisions of the Companies Act, 1956 and the Companies
 (Acceptance of Deposits) Rules, 1975.Therefore, the provisions of
 clause 4 (vi) of the Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) As explained to us, the Central Government has not prescribed
 the maintenance of Cost records under clause (d) of sub section (i) of
 Section 209 Companies Act, 1956, in respect of the business activities
 of the Company.
 
 (ix) On the basis of our examination of the records of the Company, we
 are of the opinion that the Company is generally regular in depositing
 with appropriate authorities undisputed statutory dues including
 Provident Fund, Investor Education and Protection fund, Employees''
 State insurance, Income-tax, Sales-tax, Wealth-tax, Custom duty,
 Excise- duty, Cess and other applicable statutory dues.The company has
 not paid service tax dues of Rs. 2,821.32 lacs for the month April, May &
 June,11.
 
 On the basis of our examination of the records of the Company, no
 undisputed amounts payable in respect of Provident Fund, Investor
 Education and Protection fund, Employees'' State insurance, Income- tax,
 Sales-tax, Wealth-tax, Service Tax, Custom duty, Excise-duty and Cess
 were outstanding, as at 30th June, 2011 for a period of more than six
 months from the date they became payable.
 
 On the basis of the books of accounts and records of the Company as
 produced and examined by us , except for disputed Sales tax dues and
 Income Tax dues as detailed below, there are no dues of customs duty,
 wealth-tax, service tax, excise duty and cess which have not been
 deposited on account of any dispute.
 
 Name of the    Nature of      Amount    Year to which   Forum where 
 Statute         Dues      (Rs. in lakhs)  the amount      dispute is
                                                         relates pending
 
 Income Tax     Income Tax       195.72      2003-2004   CIT (Appeal)
 Act, 1961      Dues
 
 Central Sales  Sales Tax     11,313.00      1995-1996,  1st Appellate
 Tax Act &      Dues                                     Authority
                                             2005-2006,
 Sales Tax Act
 of various                                  2006-2007,
 
 States                                      2007-2008,
                                             2008-2009,
 
                                             2009-2010 &
                                             2010-2011
 
                                  205.49     1997-1998,   2nd Appellate
                                                          Authority
                                             2004-2005 &
                                             2010-2011
 
 (x) The Company does not have accumulated losses as at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and in the immediately preceding financial
 year.
 
 (xi) On the basis of our examination of the records of the Company, we
 are of the opinion that the Company has not defaulted in repayment of
 dues to financial institutions, banks or debenture holders except for
 amount of Rs. 7,325.21 lacs due in respect of overdue bills of exchange.
 
 (xii) The Company has not granted any loans or advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 Therefore, the provisions of clause 4 (xii) of the Companies (Auditors
 Report) Order, 2003 are not applicable to the Company.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 Mutual benefit fund/ society. Therefore, the provisions of clause 4
 (xiii) of the Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 (xiv) In our opinion, the Company''s business activities do not comprise
 of dealing in shares, securities, debentures or other investments.
 Therefore, the provisions of clause 4(xiv) of the Companies (Auditors
 Report) Order, 2003 are not applicable to the Company.
 
 (xv) In our opinion, the terms and conditions of guarantees given by
 the Company for loans taken by others from banks or financial
 institutions, are prima facie not prejudicial to the interest of the
 Company.
 
 (xvi) In our opinion the term loans have been applied for the purposes
 for which they were raised. Pending utilizations have been temporarily
 placed as fixed deposit with banks.
 
 (xvii) On an overall examination of the Balance sheet of the Company as
 at 30th June,2011 and related information as made available to us and
 as represented to us, by the management, we are of the opinion that
 funds raised on short-term basis have not been used for long term
 purposes.
 
 (xviii) The company has not made preferential allotment of shares to
 parties and/or to the companies covered in the register maintained
 under section 301 of the Companies Act 1956.Therefore, the provisions
 of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are
 not applicable to the Company.
 
 (xix) The debentures issued on private placement basis by the Company
 are unsecured and therefore, the provisions of clause 4(xix) of the
 Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 (xx) The Company has not raised any money through public issue during
 the year and therefore, the provisions of clause 4(xx) of the Companies
 (Auditors Report) Order, 2003 are not applicable to the Company.
 
 (xxi) To the best of our knowledge and belief and on the basis of our
 examination of the records of the Company, no material fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
 For Godbole Bhave & Co.              For Yeolekar & Associates
 Chartered Accountants                    Chartered Accountants
 A.S. Mahajan                                     S.S. Yeolekar
 Partner                                                Partner
 Membership Number 100483               Membership Number 36398
 FRN No. 114445W                                FRN No. 102489W
 
 
 Mumbai
 August 18, 2011