1 We have audited the attached Balance Sheet, of SAI CAPITAL LIMITED as
 at 31st March, 2012 Profit and Loss Statement & Cash Flow Statement for
 the year ended on that date.  annexed thereto for the year ended on
 that date. 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 materia! misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in 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 issued by
 the Central Government of India in terms of sub-section (4A) of Section
 227 of the Companies Act, 1956, we enclose in the annexure hereto 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, 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 appears from our examination of
 those books;
 
 (c) The Balance Sheet, Profit & Loss Statement & Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion the Balance Sheet, Profit & Loss Statement & Cash
 Flow Statement dealt with by this report comply with the mandatory
 Accounting Standards referred in sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 (e) On the basis of the written representations received from the
 directors, and taken on record by the Board of Directors, we report
 that none of the directors is disqualified as on 31st March, 2012 from
 being appointed as a director in terms of 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 accounts read together with the
 Significant Accounting Policies and other 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 so far as it relates to Balance Sheet, of the state of affairs
 of the company as at 31 st March, 2012; and 
 
 (ii) In so far as it relates to the Profit and Loss Statement, of the
 Loss of the company for the year ended on that date.  
 
 (iii) In the case of the Cash Flow Statement, of the Cash Flows for the
 year ended on that date.
 
 Annexure to the Auditors'' report
 
 {Referred to in Paragraph 3 of our report of even date]
 
 (i) In respect of fixed assets;
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative.  details and situation of fixed assets on the
 basis of available information.
 
 (b) As explained to us, the fixed assets have been physically verified
 by the Management during the year in a periodical manner, which in our
 opinion is reasonable, having regard to the size of the Company and
 nature of its assets. No material discrepancies were noticed on such
 verification.
 
 (c) In our opinion, the Company has not disposed off substantial part
 of fixed assets during the year, which may have affected the going
 concern status of the company.
 
 (ii) In respect of inventories;
 
 (a) The company has no any inventory, accordingly clause (a) of
 paragraph 4(ii) of the Order is not applicable.
 
 (b) Since the company has no any inventory, the clause (b) of paragraph
 4(ii) of the Order is not applicable.
 
 (c) Since the company has no any inventory, the clause (c) of paragraph
 4(ii) of the Order is not applicable.
 
 (iii) In respect of loans, secured or unsecured, granted or taken by
 the Company to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956:
 
 (a) The company has not granted loans to companies, firms or other
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956 during the year. However, outstanding balance of
 loan granted to one parties was Rs. 5.10 Lacs at the end of the year.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest, wherever applicable and other the
 terms and conditions are not prima-facie prejudicial to the interest of
 the company.
 
 (c) The loans granted by the company is interest free and the principal
 amount is repayable on demand.
 
 (d) Since the loans taken and granted by the company are repayable on
 demand, no question of overdue amounts arises.
 
 e) The company has taken loans from Three Parties for which aggregating
 year end outstanding balances is Rs. 2.91 lacs for this year (f) in our
 opinion and according to the information and explanations given to us,
 the rate of interest, wherever applicable and other terms and
 conditions are not prima facie prejudicial to the interest of the
 Company.  (g) In our opinion and according to the information and
 explanations given to us the loans taken by the company is repayable on
 demand.  (iv) !n our opinion and according to the information and
 explanations given to us, there are adequate internal control
 procedures commensurate with the size of the Company and the nature of
 its business for the purchase of inventory, fixed assets and also for
 the sale of goods. During the course of our audit, we have not observed
 any major weaknesses in internal controls.
 
 (v) In respect of transactions covered under Section 301 of the
 Companies Act. 1956:
 
 (a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements, that needed
 to be entered into in 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 aggregating during the year to Rs.
 5,00,000/-(Rupees Five Lacs only) or more in respect of any party have
 been made at prices which are reasonable having regard to 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 size and nature of its business.  (viii) The Central
 government has not prescribed maintenance of Cost Records under section
 209{1 )(d) of the Companies Act, 1956 in respect of manufacturing
 activities of the Company.  (ix) In respect of statutory dues :
 
 (a) According to the records of the Company, undisputed statutory dues
 including 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 statutory dues,
 whichever applicable have been regularly deposited with the appropriate
 authorities. According to the information and explanations given to us,
 no undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31st March, 2012 for a period of more than six months
 from the date of become payable.
 
 (b) According to the information & explanation given to us, there are
 no dues of sales tax , income tax customs duty, wealth tax service tax
 or excise duty & cess have not been paid or deposited on account of
 dispute
 
 (x) Accumulated losses of the Company are more than fifty percent of
 its net worth. The company has incurred cash losses during the
 financial year covered by our audit and the immediately preceding
 financial year.  {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 institutions, banks or debenture
 holders.
 
 (xii) In our opinion and according to the information and explanation
 given to us, no loans and advances have been granted by the Company on
 the 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, clause 
 
 (xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable
 to the Company.  (xiv) The company has maintained proper records of
 transactions and contracts in respect of trading in shares and timely
 entries have been made therein. The investments of the company are held
 in its own name except to the extent of the exemption granted under
 section 49 of the Companies Act, 1956.  
 
 (xv) According to the information and explanations given to us, we are
 of the opinion that the company has not given guarantees for loans
 taken by others from banks or financial institutions the terms and
 conditions whereof are not prima facie prejudicial to the interest of
 the Company.  
 
 (xvi) The Company has not raised any term loans during the year under
 report.
 
 (xvii) 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 the Company has not utilised any funds raised from
 short term sources towards long term investment or vice-versa.
 
 (xviii) During the year, 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) According to the information and explanations given to us, no
 debentures have been issued by the company.  (xx) According to the
 information and explanations given to us, the company has not raised
 any money by public issues during the year, except receipt of some Call
 in arrears.
 
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 year.  
 
                                                     For A K G & CO.
 
                                              CHARTERED ACCOUNTANTS
 
                                                                 Sd/- 
 
                                                        (ANILK.GOEL) 
 
 PLACE: NEW DELHI                                           PARTNER
 
 DATE  : 26.05.2012                                   M. NO. 083454
 
                                            Firm Regn. No.: 004924N