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
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
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
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
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
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
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
(Rs. in Lakhs)
Sr. Name of the Party Maximum Year-end
No. amount Balance
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
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
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
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
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
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
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
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.
ICAI FR No.101851W
ICAI M. No. 41037
Place : Mumbai
Date : 25th May, 2012