S I Capital and Financial Services

We have audited the accompanying financial statements of M/s. S.I
 CAPITAL & FINANCIAL SERVICES LTD., (theCompany), which comprise the
 Balance Sheet as at March 31, 2014, the Statement of Profit and Loss
 account for the year ended on that date annexed thereto, the Cash Flow
 Statement for the year ended on that date, and a summary of the  
 significant accounting policies and other explanatory information,
 which we have signed under reference to this report.
   
 Management''s Responsibility for the Financial Statements.  
 
 The Company''s Management is responsible for the preparation of these
 financial statements that give a true and fair view of the financial
 position, financial performance and cash flow of the Company in
 accordance with the Accounting Standards referred to in Section 211(3C)
 of the Companies Act, 1956 (the Act) read with the general circular
 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
 respect of section 133 of the Companies Act 2013 and in accordance with
 the accounting principles generally accepted in India. This
 responsibility includes the design, implementation and maintenance of
 internal controls relevant to the preparation and presentation of the
 financial statements that give a true and fair view and are free from
 material misstatements, whether due to fraud or error.  
 
 Auditors'' Responsibility
 
 Our responsibility is to express an opinion on these
 financial statements based on our audit. We conducted our audit in
 accordance with the Standards on Auditing issued by the Institute of
 Chartered Accountants of India. Those Standards require that we comply
 with ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free
 from material misstatements.
 
 An audit involves performing procedures
 to obtain audit evidence about the amounts and the disclosures in the
 financial statements. The procedures selected depend on the auditor''s
 judgment, including the assessment of the risks of material
 misstatement of the financial statements, whether due to fraud or
 error. In making those risk assessments, the auditor considers internal
 control relevant to the Company''s preparation and fair presentation of
 the financial statements in order to design audit procedures that are
 appropriate in the circumstances, but not for the purpose of expressing
 an opinion on the effectiveness of the Company''s internal control. An
 audit also includes evaluating the appropriateness of the accounting
 policies used and the reasonableness of the accounting estimates made
 by the Management, as well as evaluating the overall presentation of
 the financial statements.
 
 We believe that the audit evidence we have
 obtained is sufficient and appropriate to provide a basis for our audit
 opinion.  
 
 Opinion 
 
 In our opinion and to the best of our information and
 according to the explanations given to us, the aforesaid financial
 statements give the information required by the Act in the manner so
 required, 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, 2014; 
 
 (b) in the case of the Statement of Profit and Loss, of the Profit of
 the Company for the year ended on that date; and 
 
 (c) in the case of the cash flow statement of the cash flows of the
 company for the year ended on that date.  
 
 Report on Other Legal and Reaulatory Requirements 
 
 1.  As required by the Companies
 (Auditor''s Report) Order, 2003 (the Order) as amended by the
 Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the
 Central Government in terms of Section 227(4A) of the Act, (herein
 after referred to as the Order) and on the basic of such checks of
 the books and records of the company as we considered appropriate and
 according to the information and explanations given to us, we give in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the Order.  
 
 2.  As required by Section 227(3) of the Act, 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 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 it appears from our examination of
 those books.
 
 c.  The Balance Sheet, the Statement of Profit and Loss, and the cash
 flow statement dealt with by this Report are in agreement with the 
 books of account.  
 
 d.  In our opinion, the Balance Sheet, the Statement of Profit and Loss
 and cash flow statement comply with the Accounting Standards referred
 to in Section 211(3C) of the Companies Act, 1956 read with the General
 Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
 Affairs in respect of Section 133 of the Companies Act, 2013
 
 e.  On the basis of the written representations received from the 
 directors as on March 31, 2014 taken on record by the Board of 
 Directors, none of the directors is disqualified as on March 31, 2014
 from being appointed as a director in terms of Section 274(1)(g) of the
 Act.
 
 ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph
 1 under ''Report on Other Legal and Regulatory Requirements'' section of
 our report of even date)
 
 1.  (a) The Company has maintained proper records showing full 
 particulars, including quantitative details and situation of fixed
 assets.  
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of the fixed
 assets at reasonable intervals. According to the information and 
 explanation given to us, no material discrepancies were noticed on such
 verification.  
 
 (c) As explained to us, the Company has not disposed off substantial
 part of fixed assets during the year and the going concern assumption
 of the Company is not affected.  
 
 2.(a) As explained to us, the inventories were physically verified 
 during the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation
 to the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its 
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (d) The company has valued inventory at the lower of cost or net
 realisable value. The determination of realisable value of this
 inventory is based on the method adopted by the management. We have
 not conducted audit procedures for the same.
 
 3.  (a) We have been informed by the company management that they have
 granted loans, secured or unsecured to the companies covered in the
 register maintained under Section 301 of the Companies Act, 1956. In
 our opinion, the terms and conditions on whichthe loans are granted
 are prima facie not prejudicial to the interest of the company.
 
 4.  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 with regard
 to purchases of inventory and fixed assets and the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness in such internal control system.
 
 
 5.  In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Act, to the best of our
 knowledge and belief and according to the information and explanations
 given to us:
 
 (a) The particulars of contracts or arrangements referred to in
 Section 301 that needed to be entered in the Register maintained under
 the said Section have been so entered.  
 
 (b) Where each of such transaction is in excess of Rs.5 lakhs in 
 respect of any party, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time.  
 
 6.In our opinion and according to the information and explanations given
 to us, the Company has not accepted deposits from the public during the
 year. Therefore, the provisions of the clause 4 (vi) of the Order are
 not applicable to the Company.  
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business
 
 8.  As per the information and explanations given to us,
 maintenance of cost records has not been prescribed by the central
 government under Section 209(1)(d) of the Companies Act, 1956.  
 
 9. According to the information and explanations given to us, in respect
 of statutory dues:
 
 (a) The Company has generally been 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 other
 material statutory dues applicable to it with the appropriate
 authorities.  
 
 (b) There were no undisputed amounts payable in respect
 of Provident Fund, Investor Education and Protection Fund, Employees''
 State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Customs Duty, Excise Duty, Cess and other material statutory dues in
 arrears as at March 31, 2014 for a period of more than six months from
 the date they became payable.
 
 (c) According to the information and explanation given to us, there are
 no dues in respect of Income tax,Sales tax, Custom duty, Wealth tax,
 Excise duty and Cess that have not been deposited with the appropriate
 authorities on account of any dispute.
 
 10.  The Company has accumulated losses. The Company has not
 incurred cash losses during the financial year covered by our audit and
 in the immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the provisions of clause 4(xi) of the Companies (Auditor''s
 Report) Order, 2003 are not applicable to the Company.
 
 12.  In our opinion and according to the information and explanations
 given to us, the Company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 13.  In our opinion and according to the information and explanations
 given to us, the Company is not dealing in shares, securities and
 debentures. Therefore, the provisions of clause 4(xii) of the Order
 are not applicable to the Company.
   
 14.  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 are not
 applicable to the company.
 
 15.  According to the information and explanations furnished to us,
 the company has not given guarantees, for loans taken by others from
 banks or financial institutions
 
 16.  In our opinion and according to the information and explanations
 given to us, the company has not obtained any term loans.
 
 17.  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 funds raised on short-term basis have prima
 facie not been used duringthe year for long- term investment.
 
 18.  According to the information and explanations given to us, during
 the year covered by our audit, the Company has not made preferential
 allotment of equity shares to parties and companies covered in the
 register maintained under Section 301 of the Act.
  
 19.  According to the information and explanations given to
 us, during the year covered by our report, the Company has not issued
 any secured debentures.
 
 20.  During the year covered by our report,the Company has not raised
 any money by way of public issue.
 
 21 .During the course of our examination of the books and records of 
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 material fraud on or by the Company, noticed or reported during the 
 year, nor have we been informed of any such case by the Management.
 
 Place : Chennai                                  for  SUDHINDRAN & CO
 Date : 01.07.2014                                Chaterered Accountants
                                                         Sd/-
                                                   PSUDHINDRAN  
                                                      Partner
                                                   Membership No: 32100
                                                   Firm Reg, No.006019S