1.  We have audited the attached Balance Sheet of GULF OIL Corporation
 Limited (the Company) as at 31st March, 2011, the Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date, both annexed thereto, in which are incorporated the
 Returns from the Lubricants Branch audited by other auditors. 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the 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 (CARO)
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we give 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 in paragraph 3
 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 it appears from our examination of
 those books and proper returns adequate for the purposes of our audit
 have been received from the Lubricants Branch audited by other
 auditors;
 
 (iii) the reports on the accounts of the Lubricants Branch audited by
 other auditors have been forwarded to us and have been dealt with by us
 in preparing this report;
 
 (iv) the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account and the audited Branch Returns;
 
 (v) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (vi) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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 31st March, 2011;
 
 (b) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date and
 
 (c) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 Directors and taken on record by the Board of Directors, we report that
 none of the Directors is disqualified as on 31st March, 2011 from being
 appointed as a director in terms of Section 274(1)(g) of the Companies
 Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 (Referred to in paragraph 3 of our report of even date)
 
 (i) Having regard to the nature of Company''s
 business/activities/result, clauses (x), (xii), (xiii), (xiv), (xviii)
 and (xix) of CARO are not applicable.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. In respect of assets physically
 verified no material discrepancies were noted.
 
 (c) As explained in Note 2 of Schedule 18 to the Financial Statements,
 during the year, the Company has transferred a substantial part of its
 fixed assets in accordance with a Scheme of Arrangement. Such transfer,
 has in an opinion not affected the going concern status of the Company.
 
 (iii) In respect of its inventories:
 
 (a) As explained to us, inventories were physically verified during the
 year by the management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 (v) 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 and the nature of its business with regard
 to purchases of inventory and fixed assets and the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness in such internal control system.
 
 (vi) As explained to us and according to the information and
 explanations given to us, there are no transactions that need to be
 entered in the register maintained in pursuance of Section 301 of the
 Companies Act, 1956. Accordingly clause 4(v)(b) of the CARO is not
 applicable.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public. According to the information
 and explanations given to us, no order has been passed by the Company
 Law Board or the National Company Law Tribunal or the Reserve Bank of
 India or any Court or any other Tribunal.
 
 (viii) In our opinion the Company has an adequate internal audit system
 commensurate with the size and nature of its business.
 
 (ix) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956 in respect of manufacture of lubricants and are of the
 opinion that prima facie the prescribed accounts and records have been
 made and maintained. We have, however, not made a detailed examination
 of the records with a view to determining whether they are accurate or
 complete. To the best of our knowledge and according to the information
 and explanations given to us, the Central Government has not prescribed
 the maintenance of cost records for any other product of the Company.
 
 (x) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2011 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 31st March, 2011 on account of disputes are given below:
 
 Name of the       Nature of  Period to which the               Amount
 Statute           dues       amount relates                (Rs. Lakhs)
 
 Central           Excise     1980-87                            6.12
 Excise Act, 1944  Duty
 
                              1992-96                            1.11
 
                              2003-04                            4.61
 
                              2006-07                          631.44
 
 Sales Tax Act     Sales      1992-93, 1994-95, 1995-96,      1375.78
                   Tax        1998-99 & 2003-04
 
                              1977-78 to 1983-84,1984-85,     1458.16
                              1985-86, 1986-87, 1987-88,
                              1989-90 & 1990-91
 
                              1976-77  to 1983-84              927.37
 
                              1976-77  to 1983-84,             234.29
                              1997-98 & 2008-09
 
                              2001-02,2003-04&2004-05            9.26
 
                              2002-03, 2003-04, 2004-05,       300.98
                              2005-06, 2006-07, 2007-08 &
                              2008-09
 
                              2005-06, 2006-07 & 2007-08        54.21
 
 Service Tax Act,  Service    2004-06                            2.25
 1994              Tax
 
                              2006-07 to 2007-08              1348.71
 
 Income Tax        Income-    2001-02                           10.27
 Act, 1961         Tax
 
                              2003-04                          437.33
 
                              2004-05                          552.52
 
 Wealth Tax,       Wealth     2002-03                           51.97
 1957              Tax
 
                              2003-04                           86.82
 
 Lubricants
 
 Central Excise    Excise     2007-08                           16.04
 Act,1944          Duty
 
                              2009-10                           96.11
 
 Sales Tax Act     Sales Tax  1994-95 & 1999-2000                6.54
 
                              1999-2000, 2001-02 & 2003-04     111.86
 
                              2003-04                          816.52
 
                              2004-05                         1186.84
 
 Income Tax 
 Act,1961          Income Tax 1999-2000 & 2000-01               12.75
 
 Customs Act,      Customs    2006-07                           15.41
 1962              Duty
 
 Name of the
 Statute           Forum where dispute is pending
 
 Central           
 Excise Act, 1944
                   Asst. Commissioner
                   Central Excise & Customs
 
                   Commissioner Appeals,
                   Central Excise & Customs
 
                   High Court
 
                   Central Excise and Service Tax
                   Appellate Tribunal
 
 Sales Tax Act
 
                   Sales Tax Tribunal, Orissa
 
                   High Court, Orissa
 
                   Additional Commissioner
                   Commercial Taxes
 
                   Commissioner Commercial
                   Taxes
 
                   Assistant Commissioner
                   Commercial Taxes
 
                   Joint Commissioner
 
 Service Tax Act,
 1994
 
                   Central Excise and Service Tax
                   Appellate Tribunal
 
                   Central Excise and Service Tax
                   Appellate Tribunal
 
 Income Tax
 Act, 1961
 
                   Income tax
                   Appellate Tribunal
 
                   Commissioner of Income Tax
                   (Appeals)
 
                   Commissioner of Income Tax
                   (Appeals)
 
 Wealth Tax,
 1957
 
                   Commissioner of Income Tax
                   (Appeals)
 
                   Commissioner of Wealth Tax
                   (Appeals)
 
 Lubricants
 
 Central Excise
 Act,1944
 
                   Central Excise and Service Tax
                   Appellate Tribunal , Mumbai
 
                   Joint Commissioner
                   Central Excise & Customs
 
 Sales Tax Act
 
                   Hon''ble High Court
 
                   Deputy Commissioner Sales Tax
 
                   Joint Commissioner Sales Tax
                   Appeals II
 
                   Joint Commissioner Sales Tax
                   Appeals II
 
 Income Tax 
 Act,1961
 
                   Commissioner of Income Tax
                   (Appeals)
 
 Customs Act,
 1962
 
                   Central Excise and Service Tax
                   Appellate Tribunal, Mumbai
 
 (xi) In our opinion and according to the information and explanations
 given to us having regard to roll over of buyer''s credit by bank, the
 Company has not defaulted in repayment of its dues to banks or
 financial institutions during the year.
 
 (xii) 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 and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 (xiv) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xv) The management has disclosed the end use of money raised by public
 issue and we have verified the same.
 
 (xvi) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
 
                                         For Deloitte Haskins & Sells
 
                                                Chartered Accountants
 
                                            (Registration No. 008072S)
 
                                                         K.Rajasekhar
 
                                                              Partner
 
                                                 (Membership No.23341)
 Place: Hyderabad
 
 Date : May 25, 2011