1.  We have audited the attached Balance Sheet of M/s. USHAKIRAN
 FINANCE LIMITED, as at 31st March, 2012, the Profit and Loss Account
 and also the cash flow statement of the Company for the year ended on
 that date annexed thereto. These financial statements are the
 responsibility of the Company''s Management. Our responsibility is to
 express an opinion on these financial statements based on our. audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements.  An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 as
 amended by the Companies (Auditor''s 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 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 paragraph
 above, 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 ol account as required by law have
 been kept by the Company so far as appears from our examination of
 those books:
 
 (iii) The Balance Sheet, Statement of Profit and Loss account and Cash
 flow state- ment dealt with by this report are in agreement with the
 books ot account;
 
 (iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
 and Cash flow statement dealt 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 the written representations received from the
 directors, as on 31.03.2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explana- tions given to us, the said accounts read together with
 the notes thereon, give the information required by the Companies Act,
 1956, in the manner so re- quired 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 31st March, 2012;
 
 b) In the case of the Statement of Profit and Loss, of the Profit for
 the year ended on that date; and
 
 c) In the case of Cash flow statement, of the Cash flows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT USHAKIRAN FINANCE LIMITED
 
 (Referred to in Paragraph 3 of our report of even date)
 
 i.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed as-
 sets.
 
 (b) As explained to us, all the fixed assets other than the assets on
 lease, have been physically verified by the management in accordance
 with a phased programme of verification, which in our opinion is
 reasonable, considering the size and the nature of its assets. No
 material discrepancies were noticed on such verifications.
 
 (c) During the year, the company has not disposed off any of the fixed
 assets. According to the information and explanations given to us, the
 going concern status of the company is not affected.
 
 ii.  (a) As explained to us, inventories, (Shares and Securities) have
 been physically verified by the Management at reasonable intervals and
 on the basis of statements received from the de- pository participants
 also. In our opinion, the frequency of verifi- cation is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, 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 is maintaining proper records of
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material.
 
 iii. According to the information and explanations given to us, the
 Company has not granted/taken any loans, secured or unsecured, to/from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.  Accordingly, the clauses
 4 (iii) b to d of the order are not applicable.
 
 iv.  According to the information and explanations given to us, there
 are adequate internal control systems commensurate with the size of the
 Company and nature of its business for the purchase of inventory, fixed
 assets and sale of shares and services. We have not observed any
 continuing failure to correct major weaknesses in internal controls.
 
 v.  (a) According to the information and explanations given to us, we
 are of the opinion that the contracts or arrangements referred to in
 sec. 301 of the Companies Act, 1956, if any, have been entered in the
 registers required to be maintained under that section, and (b) In our
 opinion and according to the information and explanations given to us,
 we are of the opinion that the transactions that need to be entered in
 the register maintained under section 301 of the Companies Act, 1956
 and exceeding the value of rupees five lakhs in respect of any party,
 if any, during the year have been made at prices which are reasonable
 having regard to prevailing market prices at the relevant time.
 
 vi.  The Company has not accepted public deposits as defined under
 section 58A of the Companies Act, 1956 during the year under review.
 The Company has complied with the requirements of the prudential norms
 of Reserve Bank of India.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii.  In our opinion, the provisions of Section 209 (1) (d) of the
 Companies Act, 1956 are not applicable to the Company.
 
 ix.  (a) According to the information and explanations given to us, the
 Company is regular in depositing with appropriate authorities
 undisputed statutory dues including investor education protection fund,
 employees'' state insurance, income tax, sales tax, wealth tax, service
 tax, customs duty, excise duty, cess and other material statutory dues
 applicable to it, and
 
 (b) No undisputed amounts payable in respect of income tax, wealth tax,
 sales tax, service tax, customs duty, excise duty and cess were in
 arrears, as at 31.03.2012 for a period of more than six months from the
 date they became payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of sales tax, income tax, customs duty, wealth tax, service
 tax, excise duty and cess which have not been deposited on account of
 any dispute.
 
 x.  The company has accumulated losses but these losses are not more
 than 50% of its net worth and it has not incurred any cash losses in
 the financial year and in the immediately preceding financial year.
 
 xi.  In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to
 financial institutions, banks or debenture holders during the year.
 
 xii. In our opinion and according to the information and explanations
 given to us, adequate documents and records have been maintained by the
 Company in respect of loans and advances granted 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, the provisions of clause 4
 (xiii) of the companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 xiv. The Company has maintained proper records of transactions and
 contracts in respect of trading in shares, debentures, and other
 securities and timely entries have been made therein. The investments
 are held by the Company in its own name except for certain shares which
 are lodged for transfer or are pending for rectification of bad
 deliveries.
 
 xv.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 xvi. According to the information and explanations given to us, the
 company has not raised any term loan during the year under review and
 hence question of its applications does not arise.
 
 xvii.  Accoiding to the information and explanations given to us and on
 an overall examination of the balance sheet and cash flow statement of
 the company, we report that the no funds raised on short-term basis
 have been used for long-term investments.
 
 xviii.  According to the information and explanations given to us,
 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. The company has not issued any debentures during the year, which
 requires the creation of security or charge and hence clause 4(xix) of
 the Companies (Auditor''s Report) Order, 2003 is not applicable to the
 Company.
 
 xx.  During the year, the Company has not raised money by Public issue
 and hence the question of disclosure and verification of end use of
 such monies does not arise.
 
 xxi. According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our Audit.
 
                                 for JANARDHANRAO DESHMUKH & CO.,
 
                                      Chartered Accountants 
 
                                      Firm Regn. No. 005979S
 
                                        (L. JANARDHAN RAO)
 
 Place : Hyderabad                            Proprietor
 
 Date : 30.05.2012                       Membership No.18474