Auditor Report of First Financial Services Ltd.

Mar 31, 2015

We have audited the attached Financial Statements of FIRST FINANCIAL SERVICES LIMITED ("the Company") which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date and a summary of Significant Accounting Policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are in the audit report under the required to be included provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit 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 on financial statements.

BASIS OF QUALIFICATION

Contravention of Accounting Standard 15 on Accounting for retirement benefit of employees.

As stated in Point No. 11 of Note No.1 of Significant Accounting Policies followed by the company, the Company is not making any provision for the Gratuity and leave encashment as the same is accounted for on payment basis. This is in Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

Contravention of Accounting Standard 26 on Intangible Assets.

As stated in Point No.23 of Note to Accounts followed by the company, the Company is not showing expenses incurred in previous years on account of further issue of shares as revenue expenditure and the same is shown as Preliminary expenses are to be amortised over a period of 5 years. This is in Contravention of Accounting Standard 26 on Intangible Assets.

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 Subject to the Basis for Qualified Opinion Paragraph, in conformity with the accounting principles generally accepted in India:

(i) In the case of Balance Sheet; of the State of affairs of the company as at 31st March, 2015; (ii) In the case of the Statement of Profit and Loss; of the LOSS for the year ended on that date; (iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the companies (Auditors Report) Order, 2015 issued by the Central Government of India in terms of section 143 (11) of the Act, we give in Annexure B a statement on matters specified in paragraph 3 and 4 of the said order.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of the audit;

b. In our opinion, proper books of accounts 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the mandatory Accounting Standards referred to in section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 except AS 15 regarding no provision created for retirement benefits and AS 26 regarding preliminary expenses recognized as intangible assets and not written off entirely. Had the preliminary expenses been shown as revenue expenditure then loss would have been increased by Rs.2,35,749/-

e. On the basis of the written representation received from the Directors as on 31.03.2015 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31.03.2015, from being appointed as a Director in terms of Sub-section (2) of section 164 of the Act.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2015 of FIRST FINANCIAL SERVICES LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations provided to us we state that:

1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of assets.

b) All the assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable; no material discrepancies were noticed on such verification.

2) a) The company does not hold any inventory except the shares which have been verified by the management periodically.

Hence this clause is not applicable to the company.

3) The company has not granted during the year any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act and accordingly, paragraphs 3 (a) & (b) of the Order are not applicable.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of shares, mutual funds, and fixed assets and for sale of shares etc. During the course of audit, no major weakness has been noticed in the internal control system.

5) In our opinion and according to the information and explanations provided by the company, the Company has not accepted any deposits and therefore the provisions of Section 73 to Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 are not applicable.

6) The Central Government has not prescribed maintenance of cost records by the company under sub-section (1) of section 148 of the Companies Act, 2013.

7) a) According to the information and explanations provided by the company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities applicable to it and no undisputed amount payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess were in arrears , as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) In our opinion and according to the information and explanations provided by the company, there are no dues outstanding in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of any dispute.

c) In our opinion and according to the information and explanations given to us, the company is not required to transfer any amount to investor education and protection fund in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8) The company does not have any accumulated losses at the end of financial year and the company has incurred cash loss of INR 2,77,037 during the financial year covered by our Audit.

9) Based on our Audit procedures and according to the information and explanations provided by the company, the company has not defaulted in repayment of any dues to financial institutions or banks or debenture holders.

10) In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or other financial institutions.

11) Based on our Audit procedures and explanations given to us and on the basis of our examination, The Company has not raised any term loans.

12) Based on our Audit procedures performed and the information and explanations provided by the company, no fraud on or by the company has been noticed or reported during the course of our audit.

For S A R A & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REGN NO.: 120927W

Sd/-

Govind Gopal Sharma

Place : Mumbai (PARTNER)

Date : 29 May 2015 M. No. 132454

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of First Financial Services Ltd (''the Company'') which comprise the Balance Sheet as at 31 March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance 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 considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2013;

(ii) in the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order''), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 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 explanations 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 exami- nation of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Stand- ards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March, 2013, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 3 of Auditors'' Report to the Members of FIRST FINANCIAL SERVICES LTD on the accounts for the year ended 31st March 2013.

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1) The Company does not have any fixed assets as it was disposed in earlier year. Hence this clause is not applicable to the company.

2) a) The Company does not hold any inventories except shares and hence the clause is not applicable.

3) a) The company has not granted a loan, to companies, firms or other parities covered in the Register maintained under section 301 of the Companies Act, 1956.

b) As informed to us, the Company has not taken loan from member''s covered in the register maintained under section 301 of the Companies Act, 1956, and other terms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchase of Inventory, Fixed Assets and for the sale of goods. In our opinion, there is no continuing failure to correct major weakness in internal control systems.

5) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Hence this clause is not applicable.

6) The Company has not accepted any deposits within the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) As explained to us, the Central Government has not prescribed maintenance of Cost Record for any of the products manu- factured by the Company under section 209 (1) (d) of the Companies Act, 1956.

9) a) The company has been regular in depositing undisputed statutory dues including Service Tax, Income tax, Employees State Insurance, Provident Fund, with the appropriate authorities.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Service Tax, Income tax, Employees State Insurance, Provident Fund, and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they become payable.

10) The company does not have accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year under report.

11) According to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

12) As explained to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the company is not a chit fund, nidhi or mutual benefit fund/society.

14) The Company has been dealing in shares, securities, debenture and other investments for which proper records has been maintained by the Company of the transaction and contracts and timely entries have been made therein. As informed to us shares, securities and debentures are generally held by the Company in its own name.

15) According to the information and explanation given to us, the company has not given guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, term loans are applied for the purpose of which they were obtained.

17) According to the information and explanation given to us, and based on financial statement of the Company, we report that no funds raised on Short-term basis have been used for long-term investment.

18) The Company has made preferential allotment of 22,50,000 Shares during the year to the parties which are not covered u/s 301 of the act.

19) The company has not issued debentures during the year.

20) The company has not raised any money through a public Issue during the year.

21) Based upon the audit procedure performed for the purpose of reporting the true and fair view of the financial Statement and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For and on behalf of

DHARMARAJ & CO.,

Chartered Accountants,

Firm Regn No.013630s

sd/-

P.Dharmaraj

Date: 28-May-2013 Proprietor.

Place: Chennai Membership No. 224216

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Mar 31, 2012

1. We have audited the attached Balance Sheet of FIRST FINANCIAL SERVICES LTD as at 31st March 2012 and the Profit and Loss Account 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 misstatement. An audit includes (a) examining, on a test basis, evidence supporting the amounts and disclosures in the , financial statements (b) assessing the accounting principles used in the preparation of financial statements (c) assessing significant estimates made by management in the preparation of financial statements and (d) evaluating the overall financial statement preparation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 and Companies (Auditor's Report) amendment order, 2004, issued by the Central Government of India in terms of section 227(4A) 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.

Further to our comments in the Annexure referred to above we report that:

a) We have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purpose of, audit.

b) In our opinion, the Company has kept proper books of accounts as required by law so far, as appears from our examination of those books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit & Loss Account, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2012, and take on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as directors 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 Balance Sheet and Profit and Loss Account together with the Notes thereon, 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:

i) In the case of Balance sheet, of the state of affairs of the Company as at 31st March, 2012

ii) In the case of Profit and loss Account, of the profit for the year ended 31s1 March 2012

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors' Report to the Members of FIRST FINANCIAL SERVICES LTD on the accounts for the year ended 31st March 2012.

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1) The Company does not have any fixed assets as it was disposed in earlier year. Hence this clause is not applicable to the company.

2) a) The Company does not hold any inventories except shares and hence the clause is not applicable.

3) a) The company has not granted a loan, to companies, firms or other parities covered in the Register maintained under section 301 of the Companies Act, 1956.

b) As informed to us, the Company has not taken loan from member's covered in the register maintained under section 301 of the Companies Act, 1956, and other terms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchase of Inventory, Fixed Assets and for the sale of goods. In our opinion, there is no continuing failure to correct major weakness in internal control systems.

5) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Hence this clause is not applicable.

6) The Company has not accepted any deposits within the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. ,

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) As explained to us, the Central Government has not prescribed maintenance of Cost Record for any of the products manufactured by the Company under section 209 (1) (d) of the Companies Act, 1956.

9) a) The company has been regular in depositing undisputed statutory dues including Service Tax, Income tax, Employees State Insurance, Provident Fund, with the appropriate authorities.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Service Tax, Income tax, Employees State Insurance, Provident Fund, and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they become payable.

10) The company does not have accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year under report.

11) According to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

12) As explained to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the company is not a chit fund, nidhi or mutual benefit fund/society.

14) The Company has been dealing in shares, securities, debenture and other investments for which proper records has been maintained by the Company of the transaction and contracts and timely entries have been made therein. As informed to us shares, securities and debentures are generally held by the Company in its own name.

15) According to the information and explanation given to us, the company has not given guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, term loans are applied for the purpose of which they were obtained.

17) According to the information and explanation given to us, and based on financial statement of the Company, we report that no funds raised on Short-term basis have been used for long-term investment.

18) The company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19) The company has not issued debentures during the year.

20) The company has not raised any money through a public Issue during the year.

21) Based upon the audit procedure performed for the purpose of reporting the true and fair view of the financial Statement and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For and on behalf of

DHARMARAJ & CO.,

Chartered Accountants,

Firm Regn No.013630s

Sd/-

P. Dharmaraj

Date: 29 May, 2012 Proprietor

Place: Chennai Membership No. 224216

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Mar 31, 2010

1. We have audited the attached Balance Sheet of FIRST FINANCIAL SERVICES LTD as at 31st March 2010 and the related Profit & Loss Account and Cash Flow Statement for the seven month period ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 misstatement. An audit includes examining, on 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 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 (Auditors Report) Order, 2003("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto 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:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the company, so far as appears from our examination of the books;

c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent they are applicable to the company;

e) On the basis of the written representations received from the Directors of the company as on 31st March 2010, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified as on 31st March 2010 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 give the information required by the Companies Act, 1956, in the manner so required the said accounts give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010 and

(ii) in the case of Profit and Loss Account, of the Loss of the Company for the seven month period ended on that date.

Annexure Referred to in Paragraph 3 our Report of even date to the members of FIRST FINANCIAL SERVICES LTD

1. (a)The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b)) The company has a phased program of physical verification of fixed assets , which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. We have been informed that no material discrepancies were noticed on such verifications as compared to book records.

All of the fixed assets has been disposed off during the year and, therefore, affects the going concern assumption.

2. (a) The Company does not hold any inventories and hence the clause is not applicable.

3. (a) In our opinion and according to the information and explanations given to us, the company had taken interest free unsecured loans from promoters covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) (i) As informed, the company has not granted loans to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(ii) The rate of interest and other terms and conditions of the loan are, prima facie, not applicable since no outstanding loans as mentioned under Section 301 of the Companies Act, 1956

(iii) The payment of interest and the repayment of principal does not apply.

(iv) There is no amount overdue on the loans.

4. In our opinion and according to the information and explanations given to us, there are no purchase of inventories and fixed assets and sale of goods and service.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Hence clause (b) is not applicable.

6. According to the information and explanations given to us, the company registration as NBFC has been cancelled, the company has been directed by RESERVE BANK OF INDIA to coordinate with COMPANY LAW BOARD for fulfilling the requirements and directives of RBI and provisions of section 58A and 58AA and rules framed there under with regard to deposit accepted from public.

7. The company ceased to operate on account of cancellation of NBFC registration by RESERVE BANK OF INDIA, hence no internal audit has been performed.

8. The Central Government has not prescribed the Company under Section 209(1 )(d) of the Companies Act, 1956.

9. (a) According to the information and explanation provided to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other applicable statutory dues, with the appropriate authority. No undisputed amounts payable were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable.

(b) In our opinion and according to the information and explanation given to us, there are no dues in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess that have not been deposited on account of any dispute.

10. (b) In our opinion and according to the information and explanation given to us, no undisputed amounts payable in respect, income tax, sales tax, wealth tax, customs duty, excise duty, cess were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable.

11. In our opinion, the accumulated losses of the company are more than fifty percent of its Capital and reserve as at the end of the financial year. The company has incurred cash losses in the current financial year covered by the audit.

12. According to the information and explanations provided to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

13. According to the information and explanations provided to us, the Company has not granted advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

15. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

16. According to the information and explanations provided to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

17. In our opinion and according to the information and explanations provided to us the Company has not raised any term loans during the year.

18. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been utilized for long term investment and vice versa.

19. According to the information and explanations provided to us, the Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

21. The Company has not raised any money through public issue during the period covered by our report.

22. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported.

Date: 04-06-2010 For Shabbir & Associates

Place: Chennai Chartered Accountants

Proprietor

Shabbir Kakosiwala N

Membership No: 217421

Firm Regn No:011549S

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Aug 31, 2009

1. We have audited the attached Balance Sheet of M/s. First Financial Services Limited, Chennai (the Company) as at 31st August 2009, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the companys 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 Standared require that we plan and perform the audit to obtain reasonable assurance 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 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 (Auditors Report) order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the order") issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act 1956 (the Act), 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 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 purpose 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, to the extent applicable.

v) On the basis of written representations received from the Directors as on 31ar August 2009 and taken on record by the Board of Directors, we report that none we report that none of the directors is disqualified as on 31st August 2009 from being appointed as a Act, 1956, and sub-section (1) of section 274 of the Companies

vi) In our opinion and the best of our information and according to the explanation given to us, the said accounts give the information squired 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) August 2009 of the Balance Sheet, of the state of affairs of the

b) In the case of the Profit and Loss Account, of the profit for the year ended on that date,andc

c) In the case of the Cash Flow Statement, of the Cash flow for the year ended on that date.

Annexure to the Auditors Report (Referred to in Paragraph (3) of our Report of Even Date)

1 (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a phased program of physical verification of fixed assets, which in our opinion, is reasonable having regard to the size of the company and nature of fixed assets. In accordance with the program, the fixed assets have been physically verified by the management during the year. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(C) No Fixed assets were disposed off during the year

2. a) In our opinion and according to the information and explanations given to us, the company has taken interest free unsecured loans from promoters covered in the register maintained under section 301 of the Act as follows: a. N JAYANTHI RS 16,13,000 B. P NATARAJAN RS 7,55,450

b) (i) The company has not granted unsecured loans to companies covered in the register maintained under section 301 of the Act.

(ii) The rate of interest and other terms and conditions of the loan are, prima facie, not applicable since no outstanding loans as mentioned under section 301 of the Companies Act, 1956.

(iii) The payment of interest and the repayment of principal do not apply.

(iv) There is no amount overdue on the loans.

3. In our opinion and according to the information and explanations given to us, there are no purchase of fixed assets and sale of goods and service.

4. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of the above contract stated in 2(a) has been entered referred to in section 301 of the Act.

5. According to the information and explanations given to us, the company registration as NBFC has been cancelled, the company has been directed by RESERVE BANK OF INDIA to coordinate with COMPANY LAW BOARD for the fulfilling the requirements and directives of RBI and provisions of section 58A and 58 AA and the rules framed there under with regard to deposit accepted from public.

6. The company ceased to operate on account of cancellation of NBFC registration by RESERVE BANK OF INDIA, hence no internal audit has been performed.

7. The Central Government has not prescribed the maintenance of cost records under section 209(1) (d)of the Act.

8. (a) According to the records of the company and the information and explanations given to us, since the company has not done any business during the year under audit , payment of undisputed statutory dues including provident fund, employees state, insurance, income tax, wealth tax, service tax, sales tax, customs duty and excise duty is not applicable.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise duty and cess which are outstanding as at 31st August 2009 for a period of more than six months from the date they became payable.

The Central government has not notified the rules pertaining to the quantum and means of payment of Cess payable under section 441A of the Act and therefore, no remittance has been made.

9. According to the records of the company and the information and explanations given to us, there are no dues of wealth tax, customs duty, excise duty and cess which have not been deposited on account of dispute.

10. The company has accumulated losses at the end of the financial year and has incurred cash losses during the current and immediately preceding financial year. The accumulated losses are more than 50% of the Capital and Reserves of the Company.

11. Based on the information and explanations given by the management, we are of the opinion that the company has arrived a settlement with various Banks towards their dues and the balance as on dated on Rs. 18.58 lacs.

12. According to the information and explanations given to us, the company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund/nidhi/mutual/benefit fund or society.

14. Based on our examination of records and the information and explanations given to us the company does not deal/trade in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks and financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loans.

17. Based on the information given to us, since the company ceased operations neither short term/long term funds has been raised

18. According to the information and explanations given to us, the company did not issues any debentures of any kind.

19. The company has not raised money by public issues during the year.

20. To the best of our knowledge and according to the information and explanations given to us, during the year no fraud by the company and no material fraud on the company was noticed or reported during the course of our audit.

21. In our opinion and according to the information and explanations given to us, the nature of the companys business/activities during the year have been such that clauses ii. xiii and xviii of paragraph 4 of the Companies (Auditors Report) Order, 2002 are not applicable to the company for the year.

For V.A.S.MANI & CO

Chartered Accountants

Place: Chennai V.A S. mami

Date: 29th January 2010 Proprietor

Membership No. 19395