MANAGEMENT'S RESPONSIBILITY STATEMENT FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013 and in accordance with the accounting principles generally accepted in India. this responsibility includes the design, implementation and maintanenace of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 March 31, 2014;

b) In the case of the Profit and Loss Account, of the loss 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As reqUired by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 appears from our examination of those books; c; The Balance Sheet, Statement of Profit and Loss and the Cash Flow statement dealt with by this Report are in agreement with the books of

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of the Section 133 of the companies Act, 2013; subject to note no 2.18.12 of the Notes to the Accounts regarding non provision of diminution of the value of the long term quoted investments Rs 7,40,70,921/- which is not accordance with the Accounting Standard 13 on " Accounting of Investments"

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors none of the director are disqualified as on March 31,2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in the Auditors' Report of G.D.TRADING & AGENCIES LIMITED on the Accounts for the year ended on 31 ST MARCH 2014.

i) In respect of its Fixed Assets:

a. The Company has no fixed Assets and hence this caluse is not applicable,

ii) In respect of Inventory of goods:

a. The inventory has been physically verified by the management during the year.In our opinion,the frequency of verification is reasonable.

b. In our opinion, the procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c. On the basis of our examination of the inventory records,in our opinion, the company is maintaining proper records of inventory.No material discrepancies were noticed on physical verification as compared to book records.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. The Company has granted loans aggregating Rs.NIL during the previous year and the outstanding balances of such loan is Rs.NIL

b. In our opinion,the rate of interest and other terms and conditions of such loans are not,prima facie, prejudicial to the interest of the company.

c. In respect of loans and advances in the nature of loans given by the company,wherever stipulations have been made,the parties a generally repaying the principals amount and interest amount wherever applicable;

d. There is no overdue amount in respect of loans granted to companies,firme or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

e. The company has taken loans from party coverd under register maintained under section 301 of the Companies Act 1956. Maximum amount involve during the year was 7,71,75,056/- & year end balance of loan taken was Rs.7,70,57,057/-.

iv) 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 regards to purchase of fixed assets and with regards to sale of services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness in internal control system during the course of audit,

v) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinon that the transaction that need to be entered in the register mantained under Section 301 of the Companies Act, 1956, have been so entered.

vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of companies Act,1956 and the rules framed thereunder.

vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

viii) The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

ix) In respect of statutory dues:

a) For the year review we are informed that the provisions of Employees Provident Fund and the Employee State Insurance Scheme were not applicable. The company is regular with appropriate authorities undisputed statuatory dues including Provident Fund, Investor Education Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statuatory dues applicable to it.

b) Further, since the central Government has till date not prescribed the amount of cess payable under section 441A of the sompanies Act, 1956, we are not in position to comment upon the regularity or otherwise of the company in depositing the same.

c) According to the books of account and records as produces and examined by us, there are no undisputed amount payable in respect of Income Tax, Sales Tax, profession Tax, Cess were in arrears as on 31.03.2014 for a period of more than 6 months.

x) The company have accumulated losses to the extent of Rs. 27,11,898 (previous year Rs. 27,14,410/-)

xi) Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

xii) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi/mutual benefit funds/spciety.

xiv) The company has maintained proper records with regards to its transaction and contracts in respects of investments in shares and other securities and timely entries have been held by the company in its own name, except tp the extent of exemption granted under section 49 of the Companies Act, 1956 and save for certain shares which are lodged for transfer or held with valid transfer forms.

xv) In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loans given by others from banks or financial institutions, the terms and condition whereof are prejudicial to the interest of the company.

xvi) In our opinion and according to the information and explanation given to us, the company has not taken any term loan during the year.

xvii) On the basis an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term basis, which have been used for long-term investment and vice versa.

xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under section 301 of the companies Act, 1956.

xix) The Company has not raised funds by way of debentures.

xx) The Company has not raised any money by public issue during the year.

xxi) In our opinion and according to the information and explanation given to us, no fraud on or by the Company has been noticed reported during the year that causes the financial statements to be materially misstated.

                                                 For J.K.Lahoti & Co.
                                                Chartered Accountants

                                                           J.K.Lahoti	
                                                           Proprietor