1.  We have audited the attached Balance Sheet of FIRST FINANCIAL
 SERVICES LTD as at 31st March, 2011 and the related Profit & Loss
 Account and Cash Flow Statement for the period ended on that date
 annexed thereto. These financial statements are the responsibility of
 the Company''s management. Our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with 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 (Auditor''s 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, 2011, 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, 2011 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, 2011 and
 
 (ii) In the case of Profit and Loss Account, of the Profit of the
 Company for the year ended on that date.
 
 (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 our Report of even date to the
 members of FIRST FINANCIAL SERVICES LTD
 
 1.  The Company does not have any fixed assets as it was disposed in
 earlier year. Hence this clause is not applicable in case of this
 Company.
 
 2.  (a) The Company does not hold any inventories except shares and
 hence the clause is not applicable.
 
 3.  (a) In our opinion and according to the information and
 explanations given to us, the Company has not 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 any 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, generally there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventories and fixed assets and
 for the sale of goods. During the course of our audit, we have not
 observed any major weakness in the internal controls.
 
 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 fulflling 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. With regard to other
 transactions made during the year, In our opinion, the Company has an
 adequate internal audit system commensurate with its size and nature of
 its business.
 
 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,
 employee''s 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 31st March, 2011 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.  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 31st March, 2011 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 not 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 written off Rs.18.58 lacs as Income which was due to
 various Banks.
 
 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.  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.
 
 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 vise 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.
 
 
                                               For Shabbir & Associates 
                                                  Chartered Accountants
 
                                                                   Sd/- 
                                                             Proprietor 
                                                   Shabbir Kakosiwala N 
                                                  Membership No: 217421 
                                                  Firm Regn No: 011549S
 
 Date  : 06-06-2011 
 Place : Chennai