We have audited the accompanying Financial Statements of SAI JEEVADHARA FINANCE LIMITED, Chennai which comprise the Balance Sheet as at March 31,2014 and the Statement of Profit and Loss for the year ended on that date and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. 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 financial statements give the information required by the Act 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 31,2014; and

(b) In the case of Statement of Profit and Loss, of the Profit for the year ended on that date.

6. Emphasis of Matter

In our opinion, the Financial Status of the Company was severely affected due to heavy losses and the Management has to take suitable remedial action for the same.

7. Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, 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 purpose 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, Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

d. The Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors as on March 31,2014, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date)

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

(b) All the fixed assets have been physically verified by the management during the year and 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. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanation given to us, no substantial part of Fixed Assets have been disposed off during the year.

ii. The Company is not holding any inventories during the year.

iii. (a) 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.

There is no outstanding in respect of the loans granted in earlier years which were covered under Section 301 of the Companies Act, 1956 as at the end of the year.

(b) The rate of interest and other terms and conditions of loans given by the Company are prima facie not prejudicial to the interest of the Company.

(c) Parties to whom loans were granted were not regular in payment of interest and principal. In respect of all overdue loans, provisioning as per Prudential Norms were made and the same were reversed on the date of recovery / settlement.

(d) In respect of all overdue loans and in respect of loans more than Rs.1.00 Lakh, reasonable steps were taken by the Company for recovery.

iv. In our opinion and according to the information and explanations given to us during the course of audit, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of fixed assets. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

vii. There is an internal audit system in the Company commensurate with the size and nature of the Company's business.

viii. The maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

ix. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31" March, 2014 for a period of more than six months from the date they became payable. In respect ' of Income Tax demand, appeals are pending with the Hon'ble High Court,Madras and the cases have been decided in favour of the Company.

x. The accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash loss during the financial year covered by our audit and the Company has incurred cash losses in the immediate preceding year also.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company does not have any debenture holders.

xii. 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 and accordingly the maintenance of records in this regard is not relevant for the year.

xiii. In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society and accordingly, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

xiv. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. The Company has not obtained term loan during the year.

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 investments.

xviii. 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.

xix. The Company did not have any outstanding debentures during the year;

xx. The Company has not raised any money by public issue during the year.

xxi According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

                                                For P.T.PONNAIAH & CO.
                                                 Chartered Accountants

Place: Chennai
Date : 15th July, 2014                                    P.T.PONNAIAH
                                                               Partner
                                                  Membership No.019873
                                                 Firm Regn.No.002669 S