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