Sai Jeevadhara Finance Ltd Auditors Report.

TO THE MEMBERS OF SAI JEEVADHARA FINANCE LIMITED, CHENNAI - 600 010.

1. Report on Financial Statements

We have audited the accompanying standalone Financial Statements of SAI JEEVADHARA FINANCE LIMITED, Chennai which comprise the Balance Sheet asat March31,2017,the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and summary of significant accounting policies and other explanatory information.

2. Managements Responsibility for the Flhinclal Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and* fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Ru!e7ofthe Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other Irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and Completeness of the accounting records, 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included In the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit In accordance with the Standards on Auditing specified under Section 143(10) of theAct.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.

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 auditors 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 financial control relevant to the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, 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 on the standalone financial statements.

4. Opinion •

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, 2017,

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

(c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

5- 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.

6.

1 Report on other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a

2 statement on the matters specified in Paragraphs 3 and 4 of the Order.

As required by section 143(3) of the Jkct, we report that:

a. We have sought and 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 and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. In our opinion, there is no instance or feature which may have any adverse impact on the functioning of the company or in the preparation of financial statements on going concern

basis.

f. On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we are of opinion that the said controls are adequately Implemented by the Company.

h. With respect to the other matters to be included in the Auditors Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us, we report that: .

I. There is no pending litigations against the Company and hence not disclosed in the financial statements of the Company.

ii. The Company has not made any provision for material foreseeable losses, as there is no such long term contracts including derivative contracts or any other contracts requiring provision.

Iil. The Company does not have any amount required to be transferred to Investor Educationand Protection Fund. For K.K.B. A ASSOCIATES

Chartered Accountants (B.SHANMUQASUNDARAM) Proprietor

ICAI Membership No.200111. Firm Registration. No.008120-S.

Place: CHENNAI Date : 06.09.2017

Referred to in paragraph 1 under Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31, 2017

1. a) The Company is maintaining proper records showing full particulars Including quantitative

details and situation of Fixed Assets.

b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have bedn noticed.

c) The title deeds of immovable properties are held in the name of the company.

2. As the company is a Finance Company, the clause relating to Stocks is not applicable to the Company.

3. (a) The Company has not granted or taken any Loans secured or unsecured to or from the

Companies, Firms or other Parties listed In the register maintained under section 189 of the Companies Act, 2013.

(b) In our opinion and according to the records of the Company, the rate of interest and other terms and conditions of the Fixed Deposits (unsecured) taken by the Company from the Directors, are prima facie not prejudicial to the interest of the Company.

(c) In our opinion and according to the records, the Company is regular in repaying the principal amount as stipulated and has been regular in payment of interest (There are no Deposits due by the company).

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5. As there are no Deposits accepted by the Company during the year, the provisions of section 73 of the Companies Act, 2013 read with Rules made thereunder are not applicable to the company.

6. The maintenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

7. (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. However the Listing fees for the period under review remains unpaid.

(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 inarrears as at 31" March, 2017 for a period of more than six months from the date they became payable. In respect of Income Tax demand, appeals have been decided in favour of the company and the recoveries by the Income tax department are pending to be received.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any term loan either from financial institutions or from the government and has not issued any debentures.

9. Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11. There is no managerial remuneration paid and hence, this clause is not applicable.

12. The Company is not a NIDHI Company and being a Finance Company, the Company has complied with the Statutory Regulations and there are no Deposits due by the Company.

13. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon. i

16. In our opinion, the company is already registered under section 45IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are applicable to the Company and as there are no Deposits being accepted or pending during the year under review, the same Is not commented upon.

For K.K.B.& ASSOCIATES

Chartered Accountants

(B.SHANMUGASUNDARAM)

Proprietor

ICAI Membership No.200111. Firm Registration. No.008120-S

Place: CHENNAI Date : 06.09.2017

K.K.B& ASSOCIATES

Chartered Accountants

Plot No.6, New No.13, Main Road, Vlsalakshipuram, Madurai- 625 014. : 2538152

ANNEXURE-B TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under ‘Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31,2017

Report on the Internal Financial Control! under Clause fit of Sub-section 3 of Section 143 of the Companies Act. 2013,

We have audited the internal financial controls over financial reporting of SAI JEEVADHARA FINANCE LIMITED, Chennai as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal FInanclal Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of Internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, Implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both Issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence amount the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and operating effectiveness of internal control based on the assessed risk. The procedures selected depend upon on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys interna! financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Inherent Limitations of Internal^ Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For K.K.B.& ASSOCIATES

Chartered Accountants

(B.SHANMUGASUNDARAM)

Proprietor

ICAI Membership No.200111. Firm Registration. No.008120-S

Place: CHENNAI

Date : 06.09.2017