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Auditor Report of Ushdev International Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Ushdev International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information hereafter referred to as financial statements.

2. Management''s responsibility for the Financial Statements

The Company''s 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 Rule 7 of the 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. Auditor''s Responsibility

3.1 Our responsibility is to express an opinion on these financial statements based on our audit.

3.2 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 there under.

3.3 We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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.

3.4 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for purpose of expressing an opinion on whether the Company has in place an adequate internal financial control systems over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the financial statements.

3.5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4. 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, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Companies Act 2013, 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, aforesaid financial statements comply with the Accounting Standards referred to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2015 and taken on records by Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms Section 164 (2) of the Act.

6. 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 has disclosed the impact of pending litigations in its financial statements. - Refer note 24(B)(11) of financial statements.

(ii) The Company does not have any long term contracts. Based on the information & explanations provided to us, the Company was not required to make any provisions for material foreseeable losses, in respect of the forward contracts, entered into.

(iii) The Company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

7. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

Annexure referred to in paragraph (7) of our report of even date

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

(b) The Management has during the year conducted physical verification of major fixed assets. We have been informed that no major discrepancies were noticed on such verification.

2. (a) Inventories have been physically verified by the Management at regular intervals. In our opinion, the frequency of such verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company.

(c) In our opinion, the company maintains proper records of inventory. We have been informed that no material discrepancies were noticed on physical verification of inventories.

3. (a) The company has granted unsecured loans to the parties covered in the register maintained u/s 189 of the Companies Act, 2013. Based on the information and explanations furnished to us, we are of the opinion that prima facie receipt of principal and interest, wherever applicable, are regular.

(b) In view of the above, the question of the amounts being overdue do not arise.

4. 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 and fixed assets and sale of goods and services. During the course of our audit we did not notice any continuing failure to correct any major weakness in internal controls.

5. According to the information and explanations given to us, the Company has not accepted any deposits.

6. We have reviewed the cost audit report of the company, and are of the opinion that prima facie, the cost records pursuant to Rule 5 of the Companies (Cost Records and Audit) Rules 2014 have been made and maintained for activities of wind power generation. However, we did not conduct a detailed examination of the records.

7. (a) According to the information and explanations given to us and

on the basis of books and records produced and examined by us, undisputed statutory dues have generally been regularly deposited with the appropriate authorities. There are no statutory dues that are outstanding as of March 31, 2015 for a period of more than six months.

(b) As at the year-end, according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities.

(c) During the year there is no amount that was required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and the Rules made there under.

8. The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

9. As per the books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. There company has neither borrowed from financial institutions nor has it issued any debentures.

10. According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies, from banks or financial institutions, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

11. Based on the information and explanations given to us, we find that the Company has utilized the term loans for the purpose they were obtained.

12. To the best of our knowledge and belief and 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 M P Chitale & Co.

Chartered Accountants

ICAI FR No. 101851W



Ashutosh Pednekar

Partner

ICAI M No. 041037

Place: Mumbai

Date : May 29, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Ushdev International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 notified under the Companies (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013. 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. 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 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;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by section 227(3) of the Companies Act 1956, 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, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complies with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013.

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.

2. 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.

Annexure referred to in paragraph (4) of our report of even date

1. a. The Company has maintained proper records for fixed assets showing full particulars, including quantitative details and situation of fixed assets.

b. The Management has during the year conducted physical verification of major fixed assets. We are informed that no major discrepancies were noticed on such verification

c. Based on our examination of the records of the Company, we find that no substantial part of the fixed assets has been disposed off during the year.

2. a. The Company conducts its trading activity without obtaining physical possession of the inventory. Hence, the Company has not conducted physical verification of inventory during the year.

b. In view of the above process the question of ascertaining reasonableness of procedures for verification of inventory does not arise.

c. Since the Company does not obtain physical possession of inventory, our comments on the maintenance of inventory records are not required and consequently the question of ascertaining materiality of discrepancy does not arise.

3. a. The Company has taken / granted unsecured loans to/from companies/ firms or other parties covered in the register maintained under Section 301 of the Act. Details are as under:

(Rs. in Lacs)

Sr. Name of the Party Maximum Year-end No. amount Balance outstanding during the year

Loan Taken

1 Hobli Property Management Pvt. Ltd. 4,557.00 Nil

2 Maa Jai Jyotawali Steel Pvt. Ltd 757.72 508.21

3 UIL Hong Kong Ltd. 2,134.15 397.84

4 UIL (Singapore) Pte Ltd. 1,840.79 254.02

5 P G Mercantile Pvt. Ltd. 2,370.00 Nil

6 Shree Shyam Exim 786.00 61.03

Loan Taken

1 P G Mercantile Pvt. Ltd. 13,931.77 Nil

b & c. The interest free loans do not stipulate any terms and conditions of payment and in our opinion are prima facie not prejudicial to the interest of the Company.

d. In view of the above, the question of regularity of payment of principal and interest does not arise.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

a. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered in the register maintained Section 301 of the Companies Act 1956, have been so entered.

b. According to the information and explanations given to us there are certain transactions where the company has rendered as well as availed services in excess of Rs. 5 lakhs with some parties / companies listed in the register maintained under section 301. In respect of such services, we are informed that these have been made at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market price

6. As per the information and explanations given to us the Company has not accepted any deposits from public. Consequently the directives issued by Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable.

7. In our opinion, the Company''s Internal Audit System is commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company. As required by the Companies (Cost Accounting Records) Rules, 2011, the Company has obtained a compliance report of the cost accountant in respect of the accuracy and completeness of the cost records maintained by the Company relating to activities of the company

9. a. According to the information and explanations given to us and on the basis of books and records produced and examined by us, undisputed statutory dues have generally been regularly deposited with the appropriate authorities. There are no statutory dues that are outstanding for more than six months at the end of the year

b. As at the year-end, according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities.

10. The Company does not have any accumulated losses as at March 31, 2014 and has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. As per the books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues loans to banks or financial institutions.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by foreign subsidiaries/group companies, from banks or financial institutions, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

16. Based on the information and explanations given to us, we find that the Company has utilized the term loans for the purpose they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, the funds raised by the Company on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, in our opinion there has been no preferential allotment of equity shares to parties/companies covered in the register maintained u/s 301 of The Companies Act 1956.

19. The Company has not issued any debentures.

20. The Company has not raised any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which has been relied upon by us, no frauds on the Company were noticed or reported during the year.

For M.P. Chitale & Co.

Chartered Accountants ICAI FR No. 101851W

Ashutosh Pednekar

Partner ICAI M. No. 41037

Place : Mumbai Date : May 12, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ushdev International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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"). 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. 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 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, 2013;

(b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by section 227(3) of the Companies Act 1956, 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, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complies 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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

2. As required by the Companies (Auditors'' 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.

1. a. The Company has maintained proper records for fixed assets showing full particulars, including quantitative details and situation of fixed assets.

b. The Management has during the year conducted physical verification of major fixed assets. We are informed that no major discrepancies were noticed on such verification

c. Based on our examination of the records of the Company, we find that no substantial part of the fixed assets has been disposed off during the year.

2. a. Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company maintains proper records of inventory. We are informed that no material discrepancies were noticed on physical verification.

3. a. The Company has granted unsecured loans to companies covered in the register maintained under Section 301 of the Act. Details of parties and the amount involved are as under.

b & c. The interest free loans do not stipulate any terms and conditions of payment and in our opinion are prima facie not prejudicial to the interest of the Company.

d. In view of the above, the question of regularity of payment of principal and interest does not arise.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

a. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered in the register maintained Section 301 of the Companies Act 1956, have been so entered.

b. According to the information and explanations given to us there are certain transactions where the Company has availed services in excess of Rs. 5 Lacs with some parties / companies listed in the register maintained under section 301. In respect of such services, we are informed that these have been made at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market price

6. As per the information and explanations given to us the Company has not accepted any deposits from public. Consequently the directives issued by Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable.

7. In our opinion, the Company''s Internal Audit System is commensurate with its size and nature of its business.

8. As required by the Companies (Cost Accounting Records) Rules, 2011, the Company has obtained a compliance report of the cost accountant in respect of the accuracy and completeness of the cost records maintained by the Company relating to activities of the Company.

9. a. According to the information and explanations given to us and on the basis of books and records produced and examined by us, undisputed statutory dues have generally been regularly deposited with the appropriate authorities. There are no statutory dues that are outstanding for more than six months at the end of the year except an amount of Rs. 7.70 Lacs payable towards service tax.

b. As at the year-end, according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities.

10. The Company does not have any accumulated losses as at March 31, 2013 and has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by foreign subsidiaries/another company, from banks or financial institutions, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

16. Based on the information and explanations given to us, we find that the Company has utilized the term loans for the purpose they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, the funds raised by the Company on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, in our opinion there has been no preferential allotment of equity shares to parties/companies covered in the register maintained u/s 301 of The Companies Act 1956.

19. The Company has not issued any debentures.

20. The Company has not raised any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which has been relied upon by us, no frauds on the Company were noticed or reported during the year However, there has been a fraud on the Company by one of its creditors, for which necessary accounting entries have been passed and recovery proceeding have been initiated against the Creditor by the Company.

For M.P. Chitale & Co.

Chartered Accountants

ICAI FR No.101851W

Murtuza Vajihi

Partner

ICAI M. No. 112555

Place : Mumbai

Date : 24th April, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Ushdev International Limited as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that all of which we have signed under reference to this report. 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 the 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 the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 and as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

4. We report that -

i. 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.

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 such books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement read with the Notes thereon comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

v. On the basis of written representations received by the Company from directors as regards their eligibility to assume and occupy office as directors as on March 31, 2012, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director under Section 274(1)(g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the statement of Profit & Loss and the Cash Flow Statement read with the Notes thereon give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view: -

(a) in respect of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012 and

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

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

1. a. The Company has maintained proper records for fixed assets showing full particulars, including quantitative details and situation of fixed assets.

b. The Management has during the year conducted physical verification of the major fixed assets. We are informed that no major discrepancies were noticed on such verification.

c. Based on our examination of the records of the Company, we find that no substantial part of the fixed assets has been disposed off during the year.

2. a. Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company maintains proper records of inventory. We are informed that no material discrepancies were noticed on physical verification.

3. a. The Company has taken / granted unsecured loans to companies/ firms or other parties covered in the register maintained under Section 301 of the Act. Details of parties and the amount involved are as under.

(Rs. in Lakhs)

Sr. Name of the Party Maximum Year-end No. amount Balance outstanding during the year

Loan Taken

1 Eastern India Coir Products Pvt. Ltd. 9.78 Nil

2 Ginni Gupta Traders & Merchants Pvt. Ltd. 541.40 Nil

3 Ginni Gupta (Individual) 100.01 Nil

4 Hurricane Windfarms Pvt. Ltd. 195.01 Nil

5 Moments Candle I Pvt. Ltd. 19.54 Nil

6 P.G. Mercantile Pvt. Ltd. 1,843.87 Nil

7 Ushdev Exporters & Importers Pvt. Ltd. 1,876.05 Nil

8 Ushdev Trade 29.00 Nil

9 Honest Trading 714.60 Nil

10 Natasha Gupta 0.01 Nil

11 Prateek Gupta 321.24 Nil

Loan Given

1 Ushdev Mercantile Pvt. Ltd. 85.50 Nil

2 UIL Hong Kong Ltd. 744.06 712.81

b& c. The interest free loans do not stipulate any terms and conditions of payment and in our opinion are prima facie not prejudicial to the interest of the Company.

d. In view of the above, the question of regularity of payment of principal and interest does not arise.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

b) According to the information and explanations given to us there are certain transactions where the company has availed services in excess of R 5 lakhs with some parties / companies listed in the register maintained under section 301. In respect of such services, we are informed that these have been made at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market price

6. As per the information and explanations given to us the Company has not accepted any deposits from public. Consequently the directives issued by Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable.

7. In our opinion, the Company's Internal Audit System is commensurate with its size and nature of its business.

8. As required by the Companies (Cost Accounting Records) Rules, 2011, the Company has obtained a compliance report of the cost accountant in respect of the accuracy and completeness of the cost records maintained by the Company relating to activities of Power generation.

9. a. According to the information and explanations given to us and on the basis of books and records produced and examined by us, undisputed statutory dues have generally been regularly deposited with the appropriate authorities and that there are no statutory dues that are outstanding for more than six months at the end of the year.

b. As at the year-end, according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities.

10. The Company does not have any accumulated losses as at March 31, 2012 and has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. As per books and records maintained by the Company 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.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by its foreign subsidiaries from banks or financial institutions, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

16. Based on the information and explanations given to us, we find that the Company has utilized the term loans for the purpose they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, the fund raised by the Company on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 of the Companies Act 1956.

19. The Company has not issued any debentures.

20. The Company has not raised any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, no frauds on or by the Company were noticed or reported during the year.

For M.P. Chitale & Co.

Chartered Accountants

ICAI FR No.101851W

Ashutosh Pednekar

Partner

ICAI M. No. 41037

Place : Mumbai

Date : 25th May, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Ushdev International Limited as on 31st March, 2011 and also the Profit and Loss Account and 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 the 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 the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 and as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

4. We report that -

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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 by the Company from directors as regards their eligibility to assume and occupy office as directors as on 31st March, 2011, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director under Section 274(1 )(g) of the Companies Act, 1956.

vi. 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 notes thereon, give information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(a) In respect of the Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2011 and

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

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

Annexure Referred to in Paragraph (4) of our Report of even date

1. a. The Company has maintained proper records for fixed assets showing full particulars, including quantitative details and situation of fixed assets.

b. The Management has during the year conducted physical verification of the major fixed assets. We are informed that no major discrepancies were noticed on such verification

c. Based on our examination of the records of the company, we find that no substantial part of the fixed assets has been disposed off during the year.

2. a. Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion, the company maintains proper records of inventory. We are informed that no material discrepancies were noticed on physical verification.

3. a. The Company has taken / granted unsecured loans to companies/ firms or other parties covered in the register maintained under Section 301 of the Act. The number of parties and the amount involved in the transactions is as under.

Rs. in Lakhs

Sr. Name of the Party Maximum Year-end No. amount pending Balance during the year

Loan Taken

1 Prateek Gupta 1,487.91 Nil

2 GG Trading Private Limited 722.65 Nil

3 Honest Trading Company 1,932.77 Nil

4 Ushdev Power Holdings Pvt. Ltd. 50.09 Nil

5 Ushdev Trade Limited 12.60 Nil

6 P G Mercantile Pvt. Ltd. 1,798.92 Nil

7 Enshrine Property Management Pvt. Ltd. 0.12 Nil

8 Ushdev Commercial Service (P) Ltd. 2.22 Nil

Loan Given

1 Ushdev Mercantile Pvt. Ltd. 1,246.82 Nil

2 UIL Hong Kong Ltd. 228.01 223.50

3 UIL (Singapore) PTE Ltd. 44.25 Nil

b&c.The interest free loans do not stipulate any terms and conditions of payment and in our opinion are prima facie not prejudicial to the interest of the Company.

d. In view of the above, the question of regularity of payment of principal and interest does not arise.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register in pursuance of section 301 of the Companies Act, 1956. Consequently, para 4(v)(b) is not applicable.

6. As per the information and explanations given to us the Company has not accepted any deposits from public. Consequently the directives issued by Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable.

7. In our opinion, the Company's Internal Audit System is commensurate with its size and nature of its business.

8. According to the information and explanations given to us by the management, the Company is not required to maintain any cost records prescribed by the Central Government under section 209 (1) (d).

9. a. According to the information and explanations given to us and on the basis of books and

records produced and examined by us, undisputed statutory dues have generally been regularly deposited with the appropriate authorities. There are no statutory dues that are outstanding for more than six months at the end of the year.

b. As at the year-end according to the records of the Company and information and explanations given to us, the disputed income tax amounts which have not been paid to the Income Tax department is mentioned below:

Assessment Amount Authority Year (Rs. in Lakhs)

2005-06 5.13 Commissioner of Income Tax (Appeals)

10. The Company does not have any accumulated losses as at 31st March, 2011 and has not incurred any cash losses during the financial year ended on that date or in the immediately preceding Financial year.

11. As per books and records maintained by the Company 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.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

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

16. Based on the information and explanations given to us, we find that the Company has utilized the term loans for the purpose they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, the fund raised by the Company on short-term basis have not been used for long-term investment.

1 8. The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 of the Companies Act 1956.

19. The Company has not issued any debentures.

20. The Company has not raised any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, no frauds on or by the Company were noticed or reported during the year.

For M.P. Chitale & Co.

Chartered Accountants

ICAI FR NO.101851W

Ashutosh Pednekar

Place : Mumbai Partner

Date : 30th May, 2011 ICAI M. No. 41037

 
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