1.  We have audited the attached Balance Sheet of SAI JEEVADHARA
 FINANCE LIMITED (FORMERLY KNOWN AS ALAGENDRAN FINANCE LTD.) as at 31st
 March 2012, the Profit and Loss Account and also the Cash Flow
 Statement for the year ended on that date annexed thereto. 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 material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by 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 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 above, we
 report as under :
 
 i) 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 ;
 
 ii) 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 ;
 
 iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account ;
 
 iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt 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 written representations received from the directors,
 as on 31st March 2012 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 ;
 
 vi) We further report that the investments in Debentures of
 Rs.54,23,438/- were not redeemed and the company has written off bad
 debts of the said amount Rs.54,23,438/- during the Year. The financial
 status of the Company was severely affected due to such losses and the
 Management has to take suitable remedial action for the same.
 
 vii) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read with the
 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 :
 
 a.  in conformity with the accounting principles generally accepted in
 India ;
 
 b.  in the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012.
 
 c.  in the case of Profit and Loss Account, of the loss for the year
 ended on that date ; and
 
 d.  in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
                                            
 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 a 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
 31st March 2012 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.  
 
 (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 any 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
 
                                                       P. T. PONNAIAH
                                                              Partner
                                                Membership No. 019873
                                               Firm Regn. No. 002669S
 
 Place : Chennai
 Date : 23rd June, 2012