Future Capital Holdings

1.  We have audited the attached Balance Sheet of Future Capital
 Holdings Limited (the Company) as at March 31, 2009 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 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 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 (Auditors 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 and taken on record by the Board of Directors, as on 31 March
 2009, none of the directors is disqualified 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 31,2009;
 
 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 referred to in paragraph 3 of our report of even date
 
 Re: Future Capital Holdings Limited (the Company)
 With reference to the Annexure referred to in Paragraph 3 of the report
 of the Auditors to the members of Future Capital Holdings Limited for
 the year ended 31 March 2009, 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
 verification 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) The Company has not disposed off substantial part of fixed assets
 during the year.
 
 (ii) The Company does not have any inventory therefore provisions of
 Clause 4(ii) of the Companies (Auditors Report) Order 2003 (as
 amended) are not applicable to the Company.
 
 (iii) (a) The Company has granted loans 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.16.47 Crores and the year- end balance of loans granted to such
 partywasRs.15Crores.
 
 (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, firm or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) As informed, the Company has not taken any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 (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 rendering of services. During the
 course of our audit, no major weakness has been noticed in the internal
 control system in respect of these areas.
 
 (v) 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.
 
 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) According to the information and explanations given to us, the
 Company has not accepted deposits from the public, to which the
 directives issued by the Reserve Bank of India and the provisions of
 sections 58A, 58AA of the Companies Act, 1956 and the rules framed
 there under apply.
 
 (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,
 income-tax, sales-tax, wealth-tax, service tax and cess have generally
 been regularly deposited with the appropriate authorities. Provisions
 related investor education and protection fund, employees state
 insurance, customs duty and excise duty are not applicable to the
 company.
 
 (b) According to the information and explanations given to us, no
 material 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, cess and other 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 information and explanations given to us, no
 amounts in respect of Sales tax, Income tax, Customs tax, Wealth-tax
 and Cess remain undeposited on account of any dispute.
 
 (x) The Company has been registered for a period of less than five
 years and hence we are not required to comment on whether or not the
 accumulated losses at the end of the financial year is fifty per cent
 or more of its net worth and whether it has incurred cash losses in
 such financial year and in the immediately preceding financial year.
 
 (xi) In our opinion and as per the information and explanations given
 to us, the Company has not defaulted in repayment of dues to any bank
 or financial institution 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 (Auditors Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In respect of the dealing/trading in shares, securities,
 debentures and other investments, in our opinion and according to the
 information and explanations given to us, proper records have been
 maintained of the transactions and contracts and timely entries have
 been made therein. The shares, securities, debentures and other
 investemtns have been held by the Company in its own name.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (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 did not have any outstanding debentures during the
 year.
 
 (xx) We have verified end use of money raised by public issues as
 disclosed in the notes to the financial statements.
 
 (xxi) Based on the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanation given by the management, we report that
 no material fraud has been noticed or reported during the course of the
 our audit.
 
 
 
                                          For S.R. Batliboi & Co.
                                            Chartered Accountants
                                                   per Hemal Shah
                                                          Partner
                                            Membership No.: 42650
 Place: Mumbai
 Date: June 20,2009