1.  We have audited the attached Balance Sheet of Future Capital
 Holdings Limited (the ''Company'') as at March 31, 2011 and also 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 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 fi
 nancial 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. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 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.
 
 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 purposes of our
 audit;
 
 ii. In our opinion, proper books of account as required by law have
 been kept by the Company so far as 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.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Re: Future Capital Holdings Limited (''the Company'')
 
 With reference to the Annexure referred to in Paragraph 3 of the report
 of the Auditor''s to the members of Future Capital Holdings Limited for
 the year ended 31 March 2011, we report that:
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of verifi
 cation which, in our opinion, is reasonable having regard to the size
 of the Company and the nature of its assets. As informed, no material
 discrepancies were noticed on such verification.
 
 (c) There are no substantial disposal of fixed assets during the year.
 
 (ii) (a) The Company does not have any inventory. Hence, the provisions
 of Clause 4(ii)(a), (b) and (c) of the Companies (Auditor''s Report)
 Order 2003 (as amended) are not applicable to the Company.
 
 (iii) (a) The Company has granted loan to one company covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount (including interest thereon) involved during the year
 was Rs.16.61 Crores and the year- end balance of loans granted to such
 party was Rs. 15 Crores.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (c) In respect of loans granted, repayment of the principal amount is
 as stipulated and payment of interest have been regular.
 
 (d) There is no overdue amount of loans granted to companies, firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) The Company has not taken an unsecured loan from any company
 covered in the register maintained under section 301 of the Companies
 Act, 1956.
 
 (f) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (g) In respect of loans taken, repayment of the principal amount is as
 stipulated and payment of interest has been regular.
 
 (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, for the
 purchase of fixed assets and for the sale of services. During the
 course of our audit, no major weakness has been noticed in the internal
 control system in respect of these areas.  During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal control system of the Company.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, certain transactions made in pursuance of such contracts
 or arrangements exceeding value of Rupees five lakhs have been entered
 into during the financial year at prices which are reasonable having
 regard to the prevailing market prices at the relevant time. In respect
 of certain other transactions, made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lakhs entered into during
 the financial year, because of the unique and specialized nature of
 the items involved and absence of any comparable prices, we are unable
 to comment whether the transactions were made at prevailing market
 prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, or employees'' state insurance,
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty have generally been regularly deposited with the appropriate
 authorities.
 
 Further, rules related to the amount of cess under Section 441A of the
 Act has not been notified by the Central Government of India up to the
 reporting date and accordingly, as at the reporting date there is no
 statutory due payable under section 441A of the Act.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty and other
 material undisputed statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty and cess on account of any dispute, are as follows:
 
 Name of the  
 statute        Nature of   Amount (Rs)    Period to 
                                           which the    Forum where disp
                                                        ute is pending
                   dues                    amount 
                                           relates
 
 Income Tax 
 Act, 1961    Income Tax  155,983,259   A Y 2007-08     Commissioner of
                                                        Income Tax
                                                        (Appeals)
 
 Income Tax 
 Act, 1961   Income Tax    11,074,565   A Y 2008-09     Commissioner of
                                                        Income Tax 
                                                        (Appeals)
 
 x) The Company doesn''t have any accumulated losses standing in the
 books. The company has neither incurred any cash losses during the
 current financial year nor in the immediately preceding financial
 year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 xii) Based on our examination of documents and records, we are of the
 opinion that the Company has maintained adequate records where the
 Company has granted loans and advances on the basis of security by way
 of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from bank or fi
 nancial institutions, the terms and conditions whereof, in our opinion,
 are not prima-facie prejudicial to the interest of the Company.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) 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 used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company has issued Non - Convertible debentures during the
 year. Debentures are secured by charge on fixed assets and moveable
 assets. In our opinion and according to the information and
 explanations given to us, debentures issued are fully secured against
 the assets of the company.
 
 (xx) As informed to us, the Company has not raised any money by way of
 public issues during the year. Hence, the provision of clause (xx) of
 the Companies (Auditors'' Report) Order, 2003 (as amended) is not
 applicable to the Company.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as
 per the information and explanations 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 S.R. Batliboi & Co.
 
                                  Firm registration number: 301003E 
                                              Chartered Accountants
 
                                                    Per Hemal Shah
                                                           Partner 
                                             Membership No.: 42650 
 Mumbai 
 Date : June 30, 2011