1.  We have audited the attached Balance Sheet of Gazi Financial
 Services & Investments Limited as at 31st March 2010, 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 the auditing standards
 generally acceptable in India. These 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides 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 (The Act), 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 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 Act;
 
 (v) On the basis of the written representations received from the
 directors as on 31 December 2007 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 March 2010, from being appointed as a director in terms of the
 clause (g) of sub-section (1) of section 274 of the Act;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with significant
 accounting policies and other notes thereon, give the information
 required by the Act, in the manner so required and give 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 31 March 2010;
 
 (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 the Cash Flow Statement, of the Cash Flow for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Re: Gazi Financial Services & Investments Limited)
 
 (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE)
 
 In terms of the information given to us and the books of and records
 examined by us in the normal course of audit and to the best of our
 knowledge and belief, we state as under:
 
 I.  (a) The company has maintained proper records showing full
 particulars including quantitative details
 
 and situation of fixed assets.
 
 (b) The Fixed Assets have been physically verified by the Management
 during the year. We have been informed that no material discrepancies
 were noticed on such physical verification. None of the fixed assets
 are revalued during the year.
 
 (c) No substantial part of fixed assets has been disposed off during
 the year, which will affect its status as going concern.
 
 II.  The company does not have any inventories, hence sub clause (a),
 (b) & (c) are not applicable to the company for the year.
 
 III.  The company has not granted any loans, whether secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under section 301 of the Act, hence sub clause (a),(b), (c)
 & (d) are not applicable to the company for the year Further the
 company has not taken any loans, whether secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act, hence sub clause (e), (I) & (g) are also
 not applicable to the company for the year.
 
 IV.  In our opinion and according to the information and explanations
 given to us, there is adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to the services rendered by the company. During the course of our
 audit, we have not observed any continuing failure to correct major
 weaknesses in internal controls.
 
 V.  The company has not entered into any contracts or arrangements,
 referred to in section 301 of the Act, which needs to be recorded, and
 hence clause (a) & (b) are not applicable to the company for the year.
 
 VI.  It has been observed that the company has not accepted any
 deposits from the public under the provisions of sections 58A and 58AA
 or any relevant provisions of the Companies Act, 1956 and the Companies
 (Acceptance and Deposits) Rules, 1975. Since, the company has not
 accepted any deposits, therefore there are no litigations pending or
 any order has been passed by the Company Law Board or National Company
 Law Tribunal or Reserve Bank of India or any Court or any other
 Tribunal against the company.
 
 VII.  The company does not have an internal audit system commensurate
 with the nature of business.
 
 VIII.  In our opinion and according to the information and explanations
 given to us, Central Government has not prescribed the maintenance of
 cost records under section 209 (1)(d) of the Act, in case of the
 Company.
 
 IX.  (a) According the information and explanation given to us the
 company is regular in depositing
 
 undisputed statutory dues including Provident Fund , Investor Education
 and Protection Fund, Employees State Insurance, Income-tax, Sales Tax,
 Wealth tax, Service tax, Custom Duty, Excise Duty, cess and any other
 material statutory dues with the appropriate authorities, applicable to
 the company have generally been regularly deposited with the
 appropriate authorities. There were no arrears, as at 31 March, 2010
 for a period of more than six months from the date they became payable.
 
 (b) According the information and explanation given to us, there are no
 dues of, Income-tax/Sales tax /Wealth-tax/Service tax/Custom
 duty/Excise duty/cess which have not been deposited on account of any
 dispute.
 
 X The company has accumulated losses at the end of the financial year,
 which are more than fifty per
 
 cent of its net worth, but during the current financial year the
 company has not incurred cash loss.
 
 XI.  The company has not borrowed any funds from financial institution
 or bank or debenture holders.
 
 XII.  The Company has not granted any 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.
 
 XIV In our opinion, the company is not dealing in or trading in Shares,
 Securities, Debentures and other investments.
 
 XV.  The company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 XVI.  The company has not taken any term loans during the year.
 
 XVII.  No funds have been raised on short-term basis during the year.
 
 XVIII.  The company has not made any preferential allotment of shares
 during the year.  XIX The Company has not issued any debentures during
 the year.
 
 XV.  The Company has not made any public issue during the year.
 
 XVI.  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 to us by the management, we
 report that no fraud on or by the company was noticed or reported
 during the year.
 
 
 For M. K. Gohel & Associates
 
 Chartered Accountants (FRN 103256W)
 
 Mukesh K. Gohel
 
 Proprietor
 
 M. No. 038823
 
 Place: Mumbai,
 
 Date :29th August, 2010.