UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 2011

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-53223

GBS ENTERPRISES INCORPORATED
 (Name of small business issuer in its charter)
Nevada
 
27-3755055
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

302 North Brooke Drive
 Canton, GA 30014
 (Address of principal executive offices)

(404) 474-7256
 Issuer’s telephone number

 
Securities registered under Section 12(b) of the Exchange Act:
None
 
N/A
Title of each class
  
Name of each exchange on which registered
Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value
 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company x
 (Do not check if a smaller reporting company)
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o No x

As of July 15, 2011, there were 23,543,790 shares of common stock, $0.001 par value per share, of the Registrant issued and outstanding.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  $776,995 based on a closing sale price of $0.06 per share at September 30, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

None
 
 

 
 
EXPLANATORY NOTE

The Registrant is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended March 31, 2011 filed with the Securities and Exchange Commission on July 14, 2011 (the “Original Filing”) to include in the Company’s Consolidated Statements of Operations the Company’s (i) Net earnings (loss) per share, basic and diluted and (ii) Weighted average number of common stock shares outstanding, basic and diluted.  Such disclosures were inadvertently omitted in the Original Filing’s Financial Statements.

We are also filing Exhibits 3.1.1 and 3.1.2 which were inadvertently omitted from the Original Filing and refiling Exhibits 31.1, 31.2, 32.2 and 32.2 amended to reflect this Amendment No. 1.

The remaining disclosures made in the Original Filing remain unchanged and are incorporated by reference herein.
 
 
 

 
 
Item 8. Financial Statements and Supplementary Data
 
GBS ENTERPRISES INCORPORATED

Financial Statements

March 31, 2011
 
 
 

 
 
K. R. MARGETSON LTD.
Chartered Accountant

331 East 5 th Street
Tel 604.929.0819
North Vancouver BC
Fax: 1.877.874.9583
V7L 1M1
keith@krmargetson.com
Canada
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of
GSB Enterprises Incorporated:

I have audited the consolidated balance sheet of GSB Enterprises Incorporated. and its subsidiaries as of March 31, 2011 and 2010 and the related consolidated statements of operation, equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits. I did not audit the financial statements of GROUP Business Software AG, a 50.1 per cent owned subsidiary, which statements reflect total assets and revenues constituting 80 percent and 100 percent, respectively, of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to me, and my opinion, insofar as it relates to the amounts included for GROUP Business Software AG, is based solely on the report of the other auditors.

I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I 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.  I believe that my audit and the report of the other auditors provide a reasonable basis for my opinion.

In my opinion, based on my audit and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GSB Enterprises Ltd. as of March 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 
“K. R. MARGETSON LTD.”
North Vancouver BC
C hartered A ccountant
July 14, 2011
 
 
 
 

 
 
Company _GROUP Business Software AG, Eisenach
 
Standard Auditors Opinion

I have audited the attached GROUP Business Software Fiscal Year-end Reporting. These financial statements are the responsibility of the Company’s management.

My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the German GAAP. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

These financial statements have been prepared to be used for the purpose of compiling the consolidated financial statements of GROUP Business Software and, accordingly, they state the assets, liabilities, shareholders' equity, revenues and expenses of the Company as adjusted for that purpose. The financial statements have not been prepared for use by other parties and may not be appropriate for such use.

In my opinion,   the financial statements referred to above present fairly, in all material respects, for the purpose described above, the financial position of the Company as of December 31, 2010 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles.

Restrictions:
 
There are no restrictions to the Audit Report.
 
Additional matters for information
 
There are no additional matters to report.
 
23 rd March 2011
 
   
Date
 

gez. Dr. Winfried Heide
 
   
   
Auditor (signature)
 
 
Dr. Winfried Heide WP/StB
 
Comeniusstraße 32
 
01307 Dresden
 
   
Audit Company:
 
 
 
 

 
 
Company _GROUP Business Software AG, Eisenach

Standard Auditors Opinion

I have audited the attached GROUP Business Software Fiscal Year-end Reporting. These financial statements are the responsibility of the Company’s management.

My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the German GAAP. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

These financial statements have been prepared to be used for the purpose of compiling the consolidated financial statements of GROUP Business Software and, accordingly, they state the assets, liabilities, shareholders' equity, revenues and expenses of the Company as adjusted for that purpose. The financial statements have not been prepared for use by other parties and may not be appropriate for such use.

In my opinion,   the financial statements referred to above present fairly, in all material respects, for the purpose described above, the financial position of the Company as of December 31, 2009 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles.
 
Restrictions:
 
There are no restrictions to the Audit Report.
 
Additional matters for information
 
There are no additional matters to report.
 
16 th April 2010
 
   
Date
 

gez. Dr. Winfried Heide
 
   
   
Auditor (signature)
 


Dr. Winfried Heide WP/StB
 
Comeniusstraße 32
 
01307 Dresden
 
   
Audit Company:
 
 
 
 

 
 
GBS Enterprises Incorporated
Consolidated Balance Sheets
March 31, 2011 and 2010
(Audited)

   
2011
   
2010
 
   
$
   
$
 
Assets
           
Current Assets
           
Cash and cash equivalents (Note 5)
    8,530,864       1,744,965  
Accounts receivable (Note 6)
    5,698,320       2,821,958  
Inventories (Note 2)
    -       114,172  
Deferred tax assets
    -       12,284  
Prepaid expenses (Note 7)
    1,423,281       1,550,634  
Assets held for sale (Note 8)
    1,981,887       332,812  
Other receivables (Note 9)
    -       12,372,600  
Total current assets
    17,634,353       18,949,425  
                 
                 
Property, plant and equipment (Note 10)
    298,497       275,856  
Financial assets (Note 11)
    1,369,454       475,845  
Deferred tax assets (Note 12)
    1,136,135       4,968,740  
Goodwill (Note 13)
    39,688,966       35,767,273  
Software (Note 14)
    16,514,894       13,028,818  
Other assets (Note 15)
    223,630       175,900  
Total non-current assets
    59,231,576       54,692,432  
                 
Total assets
    76,865,928       73,641,857  
                 
Liabilities and shareholders' equity
               
Current liabilities
               
Notes payable (Note 16)
    1,440,295       -  
Liabilities to banks (Note 17)
    50,324       83,793  
Accounts payables and accrued liabilities (Note 18)
    4,972,833       3,532,004  
Other liabilities (Note 19)
    3,674,073       1,982,916  
Deferred income (Note 20)
    6,208,458       5,919,527  
Liabilities held for sale (Note 21)
    -       2,013,729  
Total current liabilities
    13,416,181       13,531,969  
                 
Notes payable
    -       1,549,490  
Liabilities to banks (Note 22)
    780,277       3,231,405  
Deferred tax liabilities (Note 23)
    878,450       926,357  
Retirement benefit obligation (Note 24)
    153,962       150,276  
Other liabilities (Note 25)
    6,127,373       4,426,326  
Total non-current liabilities
    7,940,061       10,283,853  
                 
Total liabilities
    24,286,045       23,815,823  
 
See Accompanying Notes
 
 
 

 
 
GBS Enterprises Incorporated
Consolidated Balance Sheets
March 31, 2011 and 2010
(Audited)

   
2011
   
2010
 
   
$
   
$
 
Shareholders' equity
           
Common stock (Note 26)
    22,544       16,500  
Additional paid in capital
    33,894,661       27,221,755  
Retained earnings
    (174,959 )     1,642,728  
Other comprehensive income
    (13,639 )     130,419  
Total shareholders' equity
    33,728,607       29,011,403  
                 
Noncontrolling interest in subsidiaries
    18,851,277       20,814,631  
                 
Total equity and liabilities
    76,865,928       73,641,857  
 
See Accompanying Notes
 
 
 

 

GBS Enterprises Incorporated
Consolidated Statements of Operations
For the years ended March 31, 2011 and 2010
(Audited)

   
2 0 1 1
   
2 0 10
 
   
$
   
$
 
Net sales
    27,707,226       31,584,732  
Cost of goods sold
    14,082,494       11,323,991  
Gross profit
    13,624,731       20,260,741  
                 
Operating expenses
               
Selling expenses
    10,610,545       13,847,697  
Administrative expenses
    3,853,532       4,481,893  
General expenses
    1,453,961       703,129  
      15,918,290       19,032,719  
                 
Operating income
    (2,293,558 )     1,228,022  
                 
Other Income (expense)
               
Other Income (expense)
    2,393,821       454,486  
Interest income
    16,804       44,626  
Interest expense
    (471,282 )     (263,590 )
      1,939,343       235,522  
                 
Income (loss) before income taxes
    (354,215 )     1,463,544  
Income tax expense
    3,283,091       44,106  
                 
 Net income (loss)
    (3,637,306 )     1,419,438  
Net income (loss) attributable to non controlling interest
    (1,963,354 )     710,605  
                 
Net income (loss) attibutable to shareholders
    (1,817,687 )     708,833  
Other comprehensive income (loss)
    (144,059 )     38,626  
                 
Comprehesive income (loss) attributed to shareholders
    (1,961,746 )     747,458  
                 
Net earnings (loss) per share, basic and diluted
    (0.118 )     0.045  
Weighted average number of common stock shares outstanding, basic and diluted
    16,566,236       16,500,000  
 
See Accompanying Notes
 
 

 

GBS Enterprises Incorporated
Consolidated Statements of Equity
For the period from April 1,2009 to March 31, 2011
(Audited)

   
Common Stock
                               
   
Shares
   
Amount
   
Additional 
Paid in Capital
   
Accumulated 
Other 
Comprehensive 
Income (Loss)
   
Accumulated 
Deficit
   
Equity
   
Equity 
attributable to 
noncontrolling 
interests
 
         
 $
   
 $
   
 $
   
 $
   
 $
   
 $
 
                                           
Balance April 1, 2009
    16,500,000       16,500       27,221,755       91,794       933,895       28,263,944       20,104,026  
                                                         
Net income for the year ended March 31, 2010
    -       -       -       38,626       708,833       747,458       710,605  
                                                         
Balance, March 31, 2010
    16,500,000       16,500       27,221,755       130,419       1,642,728       29,011,403       20,814,631  
                                                         
Shares issued for cash
    6,044,000       6,044       6,672,906       -       -       6,678,950       -  
                                                         
Net loss for the year ended March 31, 2011
    -       -       -       (144,059 )     (1,817,687 )     (1,961,746 )     (1,963,354 )
                                                         
      22,544,000       22,544       33,894,661       (13,639 )     (174,959 )     33,728,607       18,851,277  

See Accompanying Notes
 
 
 

 

GBS Enterprises Incorporated
Consolidated statements of Cash Flows
For the Years Ended March 31, 2011 and 2010

   
2011
   
2010
 
   
$
   
$
 
             
Cash flow from operating activties
           
Net income (loss) for the year
    (3,637,306 )     1,419,438  
Adjustments
               
Deferred income taxes
    3,239,283       (73,651 )
Depreciation and amortization
    4,036,047       2,893,795  
Minority interest losses
    (9,188 )     (714 )
Changes in operating assets and liabilities
               
Accounts receivable and other assets
    (5,310,427 )     1,959,103  
Retirement benefit obligation
    14,730       6,696  
Inventories
    -       (9,374 )
Accounts payable and other liabilities
    3,440,602       (2,804,075 )
                 
Net cash provided by operating activities
    1,773,742       3,391,219  
                 
Cash flow from investing activties
               
Purchase of intangible assets
    (3,865,982 )     (4,566,331 )
Purchase of property, plant and equipment
    (161,037 )     (479,398 )
Purchase of subsidiaries
    (251,751 )     -  
Proceeds from sale of subsidaries
    5,052,424       -  
Purchase of financial assets
    -       42,851  
                 
Net cash used in investing activities
    773,655       (5,002,878 )
                 
Cash flow from financing activties
               
Net borrowings - banks
    (2,221,567 )     739,183  
other borrowings
    80,232       -  
Capital paid-in
    6,678,950       -  
                 
Net cash used in financing activities
    4,537,615       739,183  
                 
Effect of exchange rate changes on cash
    (299,113 )     151,108  
                 
Net increase in cash
    6,785,899       -721,368  
Cash and cash equivalents - Beginning of the year
    1,744,965       3,589,838  
Reclassification to Assets held for sale
    -       (1,123,505 )
                 
Cash and cash equivalents - End of year
    8,530,864       1,744,965  

See Accompanying Notes
 
 
 

 
 
PART IV

Item 15. Exhibits, Financial Statement Schedules

No.:
 
Description:
     
3.1
 
Articles of Incorporation [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
     
3.1.1*
 
Certificate of Amendment to Articles of Incorporation, effective September 6, 2010
     
3.1.2*
 
Certificate of Amendment to Articles of Incorporation, effective November 22, 2010
     
3.2
 
Bylaws [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
     
10.1
 
Subsidiary Stock Purchase Agreement, dated September 21, 2009, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed September 21, 2009]
     
10.2
 
Asset Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Lotus Holdings Limited [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
     
10.3
 
Non-Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
     
10.4
 
Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
     
10.5
 
Subsidiary Stock Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
     
10.6
 
Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and LVM Landwirtschaftlicher Versicherungsverein AG [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.7
 
Stock Purchase Agreement, dated November 3, 2010, between GBS Enterprises Incorporated and MPire Capital City [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.8
 
Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and Stone Mountain Ltd. [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.9
 
Stock Purchase Agreement, dated November 3, 2010, between GBS Enterprises Incorporated and Tuomo Tilman [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.10
 
Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and vbv Vitamin B Venture GmbH [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.11
 
Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and Jyrki Salminen [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.12
 
Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and Delta Consult LP  [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.13
 
Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and GAVF LLC [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
     
10.14
 
Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and K Group [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]

 
 

 

31.1*
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
     
31.2*
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer
     
32.1*
 
Section 1350 Certification of Principal Executive Officer
     
32.2*
 
Section 1350 Certification of Principal Financial and Accounting Officer
 
*Filed herewith.
 
 
 

 
 
SIGNATURES

 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
GBS ENTERPRISES INCORPORATED
   
 
By:
/s/ JOERG OTT
 
Joerg Ott
 
President, Chief Executive Officer and Director
 
 (Principal Executive Officer)
   
 
Date: July 15, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature
 
Title
 
Date
         
/s/ JOERG OTT
 
President, Chief Executive Officer and Director
 
July 15, 2011
Joerg Ott
 
(Principal Executive Officer)
   
         
/s/ RONALD J. EVERETT
 
Chief Financial Officer
 
July 15, 2011
Ronald J. Everett
 
(Principal Financial and Accounting Officer)
   
         
/s/ GARY MACDONALD
 
Executive Vice President and Chief Development Officer
 
 July 15,  2011
Gary MacDonald
  
 
  
 

 
 

 
 
 
 

 
 
 

 
Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SS 1350, AS ADOPTED PURSUANT TO
 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joerg Ott, certify that:
1.
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2011 of GBS Enterprises Incorporated (the “registrant”);
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 15, 2011

/s/ JOERG OTT
Joerg Ott
President and Chief Executive Officer
(Principal Executive Officer)

 
 

 
 
Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SS 1350, AS ADOPTED PURSUANT TO
 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ronald J. Everett, certify that:
1.
I have reviewed this Amendment  No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2011 of GBS Enterprises Incorporated (the “registrant”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 15, 2011

/s/ RONALD J. EVERETT
Ronald J. Everett
Chief Financial Officer
(Principal Financial and Accounting Officer)

 
 

 
 
Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO SECTION 906
 OF THE SARBANES-OXLEY ACT OF 2002

I, Joerg Ott, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 , that:
 
(1)
the Amendment No. 1 to the Annual Report on Form 10-K of GBS Enterprises Incorporated for the fiscal year ended March 31, 2011fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
the information contained in the Amendment No. 1 to the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of GBS Enterprises Incorporated.

Date: July 15, 2011
/s/ JOERG OTT
 
Joerg Ott
 
President and Chief Executive Officer
 
(Principal Executive Officer)

 
 

 
 
Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO SECTION 906
 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald J. Everett, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 , that:
 
(1)
the Amendment No. 1 to the Annual Report on Form 10-K of GBS Enterprises Incorporated for the fiscal year ended March 31, 2011fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
the information contained in the Amendment No. 1 to the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of GBS Enterprises Incorporated.

Date: July 15, 2011
/s/ RONALD J. EVERETT
 
Ronald J. Everett
 
Chief Financial Officer
 
(Principal Financial and Accounting  Officer)