Auditor Report of Sai Industries Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Sai Industries Limited, CIN-
L74999DL1991PLC045678 ("the Company"), which comprise the balance sheet as at 31^st March, 2024,
Statement of Profit and Loss, statement of changes in equity and statement of Cash Flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies and
other explanatory information.

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, of the state of affairs of the Company as at 31^st March, 2024, and profit & loss, changes in equity and
its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of
the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of company in
accordance with Code of Ethics issued by the Institute of Chartered Accountants of India together with
ethical requirements that are relevant to our audit of the financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder and we have fulfilled our ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. There are no Key Audit Matter to communicate in the auditor''s report.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information
comprises Board''s Report, Report on Corporate governance and Business Responsibility report but does
not include the consolidated financial statements, standalone financial statements and our auditor''s report
thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements

The Company''s Board of the 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 & fair view of the financial position, financial performance in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with rule 7 of the Companies (accounts) Rules, 2014. This responsibility also
includes maintenance of the adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate, implementation and maintenance of accounting policies; making
judgements 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 true & fair view and free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements are free from
material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions if users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also

responsible for expressing our opinion on whether the company has adequate internal financial controls
system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the
Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the ext0ent
applicable.

As required by Section 143(3) of the Act, We report that:

a) We have sought and obtained all the information & 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 accounts as required by law have been kept by the Company so far
as it appears from our examination of those books.

c) The Balance sheets, the statement of Profit & Loss, the Statement of Changes in Equity 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 specifies under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

e) On the basis of the written representations received from the directors as at 31^st March, 2024
taken on record by the Board of Director none of the directors is disqualified as on 31 March, 2024
from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

g) With respect to the other matters to be included in the Auditor''s 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:

i. The Company does not have any pending litigation which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

For Girotra & Co.

(Chartered Accountants)

Reg No. 025056N

Rajesh Girotra

M. No - 087274

Date-24/05/2024

Place-Chandigarh

UDIN: 24087274BKCRPW9449

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Mar 31, 2014

We have audited the accompanying Financial Statements of SAI INDUSTRIES LIMITED which comprise of the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and Notes to Accounts annexed thereto.

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 and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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.

Auditor''s 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.

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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control.

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. 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 said Financial Statements read together with the Significant Accounting Policies and the Notes on Financial Statements appearing 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 31st March, 2014.

(ii) In so far as it relates to the Statement of Profit and Loss, of the Profit for the year ended on that date.

(iii) In so far as it relates to the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Special Mention

Investments in equity investments is not ascertainable in absence of any reliable data/information with respect to the market price of quoted equity shares for the purpose of impairment testing, however, the management is of the opinion, the releasable value of investments is at least equal to the book value, hence no further provision for diminishment in value has been made.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) 0rder2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 (''the order'') issued by the Central Government of India in terms of subsection (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.

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, the 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 Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in sub-section (3C) of section 211 of the Companies Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

Annexure to the Auditors'' report

(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 including equipment on lease have been physically verified by the Management during the year in a phased 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, but Substantial Value of the Fixed Assets Written off through depreciation by the company during the year.

(ii) In respect of inventories;

(a) The company has no inventory during the year, accordingly clause (a) of the paragraph 4(ii) of the Order is not applicable.

(b) Since the Company has no any inventory, the clause (b) of the paragraph 4(ii) is not applicable to the company.

(c) Since the Company has no any inventory, the clause (c) of the paragraph 4(ii) is not applicable to the company.

(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 any loans during the year to the Companies, Firms or other party covered in the register maintained under Section 301 of the Companies Act, 1956. The loan outstanding at the year end was Rs. 26,210/-.

(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, as the company has no interest bearing funds.

(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 not taken any loans during the year from the parties covered u/s 301 of the Companies Act, 1956. The loan outstanding as at the year end after adjusting opening outstanding and repayments during the year was Rs. 8.21 Lacs.

(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) In 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, for a period of more than six months from the date of become payable.

(b) The disputed statutory dues aggregating to Rs. 12.51 Lacs plus interest due (not ascertained yet) that have not been deposited on account of matters pending before the appropriate authority are as under:

S. Name of the Nature of Forum where dispute No. Statute is Period to which the dues pending amount pending

1. I.T. Act, 1961 Demand Petition rejected by the Hon''ble Supreme Court.

However, company intends to file review petition before the same court.

AY 95-96

(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, as well as in immediate preceding year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to financial institutions.

(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 4(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 prim a 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.

(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 AKG & Co. Chartered Accountants

(CA. Anil K. Goel) PARTNER PLACE : NEW DELHI M. NO. : 083454 DATE : 30.05.2014 Firm''s Registration No.: 004924N

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Mar 31, 2012

1 We have audited the attached Balance Sheet of SAI INDUSTRIES LIMITED as at 31st March, 2012 and the Profit and Loss Statement and 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 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 and Cash Row Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion the Balance Sheet, Profit & Loss Statement and 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 including equipment on lease have been physically verified by the Management during the year in a phased 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, but Subastanital Value of the Fixed Assets Written off through depreciaton by the company during the year.

(ii) In respect of inventories;

(a) The company has no any inventory during the year, accordingly clause (a) ot the paragraph 4(ii) of the Order is not applicable.

(b) Since the Company has no any inventory, the clause (b) of the paragraph 4(ii) is not applicable to the company.

(c) Since the Company has no any inventory, the clause (c) of the paragraph 4(ii) is not applicable to the company.

(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 granted loans amounting to Rs. 0.26 lakhs at the end of the year to companies, . firms or other parties covered in the register maintained under Section 301 of the Companies

Act, 1956 including outstanding from previous years.

(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, as the company has no interest bearing funds.

(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 two parties during the year amounting to Rs. 1.55 Lacs. The loan outstanding as at the year end after adjusting opening outstanding and repayments during the year was Rs. 7.92 Lacs.

(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) In 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 transaction covered under Section 301 of the Companies Act. 1956:


(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. 11

(viii) The Central government has not prescribed maintenance ot Cost Hecoras unaer secxion 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 Ihe information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March, for a period ot more than six months from the date of become payable.

(b) The disputed statutory dues aggregating to Rs. 15.87 Lacs plus interest due (not ascertained yet) that have not been deposited on account of matters pending before the appropriate authority are as under: -

S. No. Name of the Nature of Forum where dispute is Period to which the Statute dues amount pending

1 I.T. Act, 1961 Demand Petition rejected by FY. 95-96 the Hon'ble Supreme Court, however, company intends to file review petition before the same court.

Under Income Tax Act Penalty of A.Y. 1995-96 Rs 13.81 U/s 271(1)(c ) against the company has been dismissed by Honble Supreme Court. However, the Company is exploring the option of filing a Review Petition before the Hon'ble Supreme Court.

(x) Accumulated losses of the Company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit, however cash Loss for the immidiate preceding year was Rs. 22.33 Lacs.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to financial institutions.

(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/mtitual benefit fund/society. Therefore, clause 4(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 lacie 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) Accordin 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.

(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

(CA. ANIL K. GOEL)

PARTNER

PLACE : NEW DELHI Membership No.: 083454

DATE : 26.05.2012 Firm's Registration No.: 004924N

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Mar 31, 2010

1 We have audited the attached Balance Sheet of SAI INDUSTRIES LIMITED as at 31st March, 2010 and the Profit and Loss Account for the year ended on that date annexed thereto for the year ended on that date. These financial Statements are the responsibility of the Companys 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 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 (Auditors Report) Order 2003 and as amended by the companies Auditorss Report { amendment) order 2004 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 Account dealt with by this report are in agreement with the books of account;

(d) In our opinion the Balance Sheet, Profit & Loss Account 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, 2010 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 31st March, 2010; and (ii) In so far as it relates to the Profit and Loss Account, 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 including equipment on lease have been physically verified by the Management during the year in a phased 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, but Subastanital Value of the Fixed Assets Written off through depreciaton by the company during the year.

(ii) In respect of inventories;

(a) The company has no any inventory during the year, accordingly clause (a) of the paragraph 4(H) of the Order is not applicable.

(b) Since the Company has no any inventory, the clause (b) of the paragraph 4{ii) is not applicable to the company.

(c) Since the Company has no any inventory, the clause (c) of the paragraph 4{ii) is not applicable to the company.

(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 granted loans amounting to Rs. 15.86 lakhs at the end of the year to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 including outstanding from previous years.

(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 two parties. The loan outstanding as at the year end including opening outstanding was Rs. 675000/-.

(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) In 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 ar- - the nature of its business for the purchase of inventory, fixed assets and also for the at 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 arrange ments 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, 2010 for a period of more than six months from the date of become payable.

(b) The disputed statutory dues aggregating to Rs. 15.87 lakhs that have not been deposited

on account of matters pending before the appropriate authority are as under: -

Name of the Nature of Forum where Period to Amount

Statute dues dispute is which the (Rs. Lakhs)

pending amount

pending

11T. Act, 1961 Demand Honble A.Y 95-96 15.87

High Court



Under Income Tax Act Penalty of A.Y. 1995-96 Rs 13.81 U/s271 (1) (c)againstthe company has been deleted by the Honorable Income Tax Appellate Tribunal.The Court of Honorable ACMM has adjourned the proceedings against the company and its directors sine die with Option to the income tax department to get the matter revive after disposal of their pettion in the Honarable High Court.

(x) Accumulated losses of the Company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial yearcovered by our audit but in the immediately preceeding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to financial institutions.

(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 4(xiK) of the Companies (Auditors Report) Order2003 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.

(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

DATED : 28TH MAY, 2010 M. NO. 83454