FDC Ltd

To the Members of FDC Limited

1. We have audited the attached Balance Sheet of FDC Limited ('the Company') asat March 31, 2010 and also the Profit and Loss account and the Cash Flow statement for theyear ended on that date annexed thereto. These financial statements are the responsibilityof the Company's management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted inIndia. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued bythe Central Government of India in terms of sub-section (4A) of Section 227 of theCompanies Act, 1956, we enclose in the Annexure a statement on the matters specified inparagraphs 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 ourknowledge 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 theCompany so far as appears from our examination of those books;

iii. The Balance Sheet, Profit and Loss account and Cash Flow statement dealt with bythis report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt 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 March31, 2010, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on March 31, 2010 from being appointed as a director in termsof 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 explanationsgiven 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 accountingprinciples generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March31, 2010;

b) in the case of the Profit and Loss account, of the profit for the year ended on thatdate; and

c) in the case of Cash Flow statement, of the cash flows for the year ended on thatdate.

For S.R. BATLIBOI & ASSOCIATES

Firm Registration No.101049W

Chartered Accountants

per AMIT MAJMUDAR

Partner

Membership No.:36656

Place: Mumbai

Date: May 29, 2010

Annexure referred to in paragraph 3 of our report of even date

Re: FDC Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management in a phased manneras per regular programme of verification which, in our opinion, is reasonable havingregard to the size of the Company and the nature of its assets. As informed, no materialdiscrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no materialdiscrepancies were noticed on physical verification.

(iii) As informed, the Company has not taken/granted any loans, secured or unsecuredfrom/to companies, firms or other parties covered in the register maintained under section301 of the Companies Act, 1956. Accordingly, provisions of paragraphs 4(iii) (b), (c),(d), (f) and (g) of the Companies (Auditor's Report) Order, 2003 (as amended) are notapplicable to the Company.

(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 andthe nature of its business, for the purchase of inventory and fixed assets and for thesale of goods and services. During the course of our audit, no major weakness has beennoticed in the internal control system in respect of these areas. During the course of ouraudit, we have not observed any continuing failure to correct major weakness in internalcontrol system of the company.

(v) (a) According to the information and explanations provided by the management, weare of the opinion that the particulars of contracts or arrangements referred to insection 301 of the Act that need to be entered into the register maintained under section301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of such contracts or arrangements exceeding value of Rupeesfive lakhs have been entered into during the financial year at prices which are reasonablehaving regard to the 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 thesize and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, theprescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education andprotection fund, or employees' state insurance, income-tax, sales-tax, wealth-tax, servicetax, customs duty, excise duty, cess have been regularly deposited with the appropriateauthorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of provident fund, investor education and protection fund, employees'state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, exciseduty, cess and other undisputed statutory dues were outstanding, at the year end, for aperiod 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 ofincome tax, wealth tax, customs duty and cess which have not been deposited on account ofany dispute. According to the records of the Company, the dues outstanding of sales-tax,service tax and excise duty on account of any dispute, are as follows:

(x) The Company has no accumulated losses at the end of the financial year and it hasnot incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given bythe management, we are of the opinion that the Company has not defaulted in repayment ofdues to banks. The Company has no outstanding dues in respect of a financial institution,bank or debenture holders.

(xii) According to the information and explanations given to us and based on thedocuments and records produced to us, the Company has not granted loans and advances onthe 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 respect of dealing/trading in shares, securities and other investments, in ouropinion and according to the information and explanations given to us, proper records havebeen maintained of the transactions and contracts and timely entries have been madetherein. The shares, securities and other investments have been held by the Company, inits own name.

(xv) According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, we report that no funds raised onshort-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties orcompanies 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) The Company has not raised money through public issues during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven by the management, we report that no fraud on or by the Company has been noticed orreported during the course of our audit.

For S.R. BATLIBOI & ASSOCIATES

Firm Registration No.101049W

Chartered Accountants

per AMIT MAJMUDAR

Partner

Membership No.:36656

Place: Mumbai

Date: May 29, 2010