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