1. we have audited the attached Balance Sheet of USHA MARTIN EDUCATION
 & SOLUTIONS LIMITED as at 31st March, 2012, the Statement of Profit &
 Loss and the Cash Flow Statements of the Company for year ended on that
 date annexed thereto. These financial statements are 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 (a) examining, on a test basis, evidence to support the
 financial statement amounts and disclosures in the financial statement;
 (b) assessing the accounting principles used in the preparation of
 financial statements; (c) assessing significant estimates made by the
 management in the preparation of the financial statements and (d)
 evaluating 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 in terms of Sec.227 (4A) of the Companies Act,
 1956, we have given in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the said order 
           
 Further to our comments in the Annexure referred to in paragraph (3)
 above, we report that:
            
 a) We have obtained all the information and explanation which, to the
 best of our knowledge and belief, were necessary for the purposes of our
 audit;
           
 b) 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 the
 books of the company;
        
 c) The Balance sheet, Statement of Profit & Loss and Cash flow
 Statement dealt with by this report are in agreement with the books of
 Accounts;
          
 d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 the 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;
          
 e) On the basis of written representation received from the directors
 as on 31st March, 2012, and taken on record by the Board of Directors,
 in our opinion, none of the directors is disqualified as on 31st March,
 2012 from being appointed as director u/s 274 (1) (g) of 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 together with the notes
 thereon and attached thereto, give a true and fair view in conformity
 with accounting principles generally accepted in India: 
 
 i) in the case of Balance Sheet of the state of affairs of the Company 
 as at 31st March, 2012; 
 
 ii) in the case of Statement of Profit & Loss of the Profit for the 
 year ended on that date; and 
 
 iii) in case of the Cash Flow Statement, of the cash Flows for the year 
 ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 (This is  the Annexure referred to in our Report of even date)
 
 In terms of the information and explanations given to us and the books
 and records examined by us in the normal course of audit to the best of
 our knowledge and belief. We slate as under; 
 
 (i) (a) The company has maintained proper records, showing full 
 particulars, including quantitative details on the situation of 
 Fixed assets.  
 
 (b) All fixed assets were physically verified by the management during 
 the year. As informed no material discrepancies were noticed on such 
 verification.
 
 (c) Since there was no significant/substantial disposal of fixed assets
 during the year, the same has not affected the company as a going
 concern
 
 ii) The nature of company''s activities during the year have been such
 that clause 4(iii) of the Order is not applicable.
 
 iii) As the company has neither granted nor taken any loans, secured or
 unsecured to/from companies, firms or other parties covered in the
 register maintained under sec. 301 of the Companies Act, 1956 so clause
 4(iii) of the Order is not applicable.
 
 iv) In our opinion and according to the information and explanations
 given to us, it appears that there are adequate internal control
 procedures commensurate with the size of the company and nature of its
 business for the purchase of fixed assets and for the sale of services.
 In our opinion there is no continuing failure to correct major
 weaknesses in internal control system.
 
 v) According to the information and explanation provided by the
 management, the company has entered therein the contracts or
 arrangement that need to be entered into the register maintained
 u/s.301 of the companies Ac, 1956. All such transactions have been made
 at prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 vi) The company has not accepted only deposits from the public.
 
 vii) The company has not internal audit system commensurate with its
 size and nature of its business.
 
 viii) The clause relating to maintenance of cost records under section
 209(1)(d) of the Companies Act, 1956 is not applicable to the company.
 
 ix) a) As per records produced before us, the company is generally
 regular in depositing undisputed statutory dues like Provident Fund,
 Investor Education and Protection Fund, Employees'' State Insurance,
 Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and
 Statutory dues to the extent applicable to it with the appropriate
 authorities and there were no arrears of such dues at the year and
 which have remained outstanding for a period of more than six months
 from the date they became payable.
 
 b) According to the information and explanations given to us, there are
 no disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Cess to the extent applicable to it.
 
 x) The company does not have any accumulated loss at 31st March, 2012
 and has neither incurred cash losses in the financial year under report
 nor in the financial year immediately preceding such financial year.
 
 xi) Based on our audit procedures and as per the information and
 explanations given by the management the company has not defaulted in
 the repayment of dues to any financial institution or banks. No
 debentures have been issued by the company and as such the question of
 default on the same does not arise.
 
 xii) According to the information and explanations given to us and
 based on the documents and records produced, the company has not
 granted any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xii) In our opinion, the company is not a Chet Fund or a Nidhi /
 Mutual Benefit Fund / Society and therefore the provisions of clause
 4(xiii) of the Order are not applicable.
 
 (xiv) In our opinion, the company is not dealing or trading in shares,
 securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable.
 
 (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) Since no term loans have been raised by the company, clause
 4(xvi) of the order is not applicable.
 
 (xvii) According to the information and explanations given to us and an
 overall examinations of the Balance Sheet, we find that the company has
 not utilized funds raised on short term basis for long term
 investments.
 
 (xviii) No share capital has been raised by the company during the year
 and hence the question of making any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956, does not arise.
 
 (xix) No debentures have been issued by the company and hence the
 question of creating securities or charge in respect there of does not
 arise.
 
 (xx) The company has not raised any money through a public issue during
 the year.
 
 (xxi) On the basis of our examination 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 S.Swarup & Co.
 
                                              Chartered Accountants
 
                                      Firm Registration No. 310089E
 
 
                                                          S.S Gupta
 
                                                       (Proprietor)
 
                                               Membership No. 17897
    
 
 Place : kolkata 
 
 Date  : May 9, 2012