1. We have audited the attached balance sheet of Reliance Capital
 Ventures Limited (Formerly known as Reliance Technical Services Private
 Limited) (`the Company') as at December 31, 2005 and also the profit
 and loss account and the cash flow statement of the Company for the
 period April 1, 2005 to December 31, 2005 annexed thereto (together
 referred as the `financial statements'). 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 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 (Auditor's Report) Order 2003, (the
 said Order) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956 and on the
 basis of such checks of the books and records of the Company as we
 considered necessary and appropriate, and according to the information
 and explanations given to us during the course of the audit, 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 in paragraph 3
 above :-
 
 a. 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;
 
 b. 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;
 
 c. the balance sheet and profit and loss account dealt with by this
 report are in agreement with the books of account;
 
 d. in our opinion, the balance sheet and profit and 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 the written representations received from the
 directors, we report that none of the directors is disqualified as on
 December, 31, 2005 from being appointed as a director under 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 financial statements read
 together with 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 the balance sheet, of the state of affairs of the
 Company as at December 31, 2005;
 
 ii. in the case of the profit and loss account, of the loss of the
 Company for the period ended on that date; and
 
 iii. in case of the Cash Flow statement, of the cash flows of the
 Company for the period ended on that date.
 
 For RSM & Co.
 Chartered Accountants
 
 Sd/-
 Vijay N. Bhatt
 Partner
 Membership No.: F-36647
 
 Place: Mumbai
 Date: January 14, 2006
 
 Annexure to the Auditors' Report of
 
 Reliance Capital Ventures Limited
 
 Referred to in paragraph 3 of our report of even date attached
 
 1. a. The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b. As informed to us, fixed assets have been physically verified by the
 management during the period and no material discrepancies were noticed
 on such verification. In our opinion the frequency of physical
 verification of fixed assets is reasonable.
 
 c. In our opinion and according to the information and explanations
 given to us, the Company has not disposed off a substantial part of
 fixed assets during the year thereby affecting the going concern.
 
 2. Since the Company did not carry any inventories anytime during the
 year, we are not required to comment on clauses (a), (b), and (c) of
 Paragraph 4(ii) of the said Order relating to its physical
 verification, procedures of physical verification, and maintenance of
 proper records and discrepancy on physical verification.
 
 3. In respect of the loans, secured or unsecured, granted or taken by
 the Company to/from companies, firm or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956:
 
 a) According to information and explanations given to us, the Company
 has not granted or taken any loans, secured or unsecured to/from
 companies, firms, or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956, except loan given to a
 company which was vested in the Company pursuant to the scheme of
 arrangement. The said loan has been recovered during the period and
 maximum outstanding balance was Rs.311,850,000
 
 b) In our opinion and according to the information and explanations
 given to us, the aforesaid loan is interest free and other terms and
 conditions are not prima facie prejudicial to the interest of the
 Company.
 
 4. The Company has not entered into any transaction for purchase of
 inventory, fixed assets and sale of goods and service. Hence, reporting
 requirement under paragraph 4(iv) of the Order related to internal
 controls are not applicable to the Company.
 
 5. According to the information and explanations given to us, there are
 no transactions that need to be entered into the register maintained
 under section 301 of the Companies Act, 1956 and therefore we do not
 have to comment on paragraph 4(v)(b) of the said Order regarding
 reasonability of the prices.
 
 6. In our opinion, and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 as per the directives issued by the Reserve Bank of India and the
 provisions of section 58A, 58M and any other relevant provisions of the
 Companies Act, 1956 and the rules framed there under.
 
 7. The Company does not have paid-up capital and reserves exceeding Rs.
 50 lacs as at the commencement of the financial year or its average
 annual turnover did not exceed Rs. 5 crore for a period of three
 consecutive financial years immediately preceding the financial year
 concerned and therefore, Paragraph 4(vii) of the Order relating to
 internal audit system is not applicable to the Company.
 
 8. The Central Government has not prescribed maintenance of cost
 records under section 209(1)(d) of the Companies Act, 1956 for any of
 the activities of the Company.
 
 9. a. According to the information and explanations given to us,
 Company is regular in depositing undisputed statutory dues of
 income-tax and any other statutory dues as applicable with the
 appropriate authorities during the period, and there were no such
 outstanding dues as at December 31, 2005 for a period exceeding six
 months from the date they became payable. As explained to us, the
 provision of investors education and protection fund, provident fund,
 employees' state insurance, sales tax, service tax, wealth tax, cess,
 custom duty and excise duty are currently not applicable to the
 Company.
 
 b. According to the information and explanations given to us, there are
 no dues of sales tax, income-tax, customs duty, service tax and excise
 duty which have not been deposited on account of any dispute.
 
 10. The Company does not have accumulated losses as at the period-end,
 and has incurred cash losses during the financial year. Immediate
 preceding year being in pre operative stage, no profit and loss account
 was prepared, hence provisions of paragraph 4(x) of the said Order
 relating to cash losses in immediate preceding period is not applicable
 to the Company.
 
 11. In our opinion and according to the information and explanations
 given to us, the Company has not made any borrowings apart from
 borrowings pursuant to scheme of arrangement during the period and the
 Company has not defaulted in repayment of dues to banks, financial
 institutions and debenture holders as per paragraph 4(xi) of the said
 order.
 
 12. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities
 and therefore paragraph 4(xii) of the said Order relating to
 maintenance of documents and records is not applicable.
 
 13. In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore the provisions of paragraph 4(xiii) of
 the said Order relating to compliance with the provisions of special
 statute relevant to chit fund and nidhi/mutual benefit/societies are
 not applicable to the Company.
 
 14. a. The Company does not deal or trade in shares, securities,
 debentures and other investments.  Therefore the provisions of
 paragraph 4(xiv) of the said Order relating to maintenance of proper
 records of the transactions and contracts and timely entries made are
 not applicable to the Company.
 
 b. All investments are held by the Company in its own name.
 
 15. 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.
 
 16. According to the information and explanations given to us, the
 Company has not raised any term loans and therefore paragraph 4(xvi) of
 the said Order relating to application of term loan for the purpose for
 which it was obtained is not applicable.
 
 17. According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, we are of the
 opinion that no funds raised on short-term basis during the year have
 been used for long-term investments by the Company.
 
 18. According to the information and-explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under section 301 of
 the Companies Act, 1956.
 
 19. According to the information and explanations given to us, the
 Company has not issued any debentures and accordingly paragraph 4(xix)
 of the said Order relating to creation of security in respect of
 debentures issued is not applicable.
 
 20. According to the information and explanations given to us, the
 Company has not made any public issue during the period and accordingly
 paragraph 4(xx) of the said Order relating to end use of money raised
 is not applicable.
 
 21. To the best of our knowledge and belief, and according to the
 information and explanations given to us, there have been no cases of
 fraud on or by the Company noticed or reported during the period.
 
 For RSM & Co.
 Chartered Accountants
 
 Sd/-
 Vijay N. Bhatt
 Partner
 Membership No.: F-36647
 
 Place: Mumbai
 Date: January 14, 2006