Auditor Report of Ushdev International Ltd.

Mar 31, 2024

We were engaged to audit the accompanying standalone Ind AS
financial statements of Ushdev International Limited (''the Company''),
which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the Statement of Cash Flow
for the year then ended, and notes to the standalone Ind AS financial
statements including a summary of the significant accounting policies
and other explanatory information (hereinafter referred to as ''the Ind
AS Financial Statements'').

2. Disclaimer of Opinion

We were engaged to audit the accompanying standalone Ind AS
financial statements of the Company, which comprise the Balance
Sheet as at March 31, 2024, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flow for the year then ended,
and notes to the standalone Ind AS Financial statements including a
summary of the significant accounting policies and other explanatory
information.

We do not express an opinion on the accompanying Ind AS financial
statements of the Company. Because of the significance of the matters
described in the Basis for Disclaimer of Opinion section and Annexures
of our report, we have not been able to obtain sufficient appropriate
audit evidence to provide a basis for an audit opinion on these
financial statements.

3. Basis for disclaimer of opinion

During the year, the Company has incurred a Net loss of Rs. 970.75
lakhs resulting into negative net worth of Rs. 3,19,097.59 lakhs as at
March 31, 2024. The net current liabilities stand at Rs. 3,25,948.39
lakhs as at the year end. Further we refer to Note 3 to the financial
statements regarding a Corporate Insolvency Resolution Process (CIRP)
initiated against the Company vide an order of the Mumbai Bench of
National Company Law Tribunal (NCLT) dated May 14, 2018 under
the provisions of Insolvency and Bankruptcy Code, 2016 (''Code'').
Under the CIRP, Committee of Creditors (COC) in their meeting on
June 24, 2021 voted in favour of Resolution Plan. NCLT vide its order
dated February 3, 2022 approved the resolution plan, which was
subsequently approved by National Company Law Appellate Tribunal
(NCLAT) vide its order dated March 1 1, 2022.

As required under paragraph 1 of Schedule V read with paragraph
14 of Schedule I of the Resolution plan, the Company has applied
for various approvals from various governing bodies viz. Reserve
Bank of India (RBI) and Bombay Stock Exchange (BSE) as conditions
precedent to the implementation of the resolution plan. The approval
from RBI is yet to be received by the Company. Further, The Hon''ble
NCLT Mumbai issued an order on December 8, 2023, granting a two-
month period for the Resolution Applicant to execute the Resolution
Plan. As no payment was received from Resolution Applicant M/s
Taguda Pte Ltd, on February 9, 2024, the secured financial lenders
of the company, led by State Bank of India, invoked the Bid Bond
and Performance Security funds deposited by the Resolution Applicant
totalling Rs. 1813.46 lakh (including Rs. 160.74 lakh in interest
earned on the Bid Bond and Performance Security funds held as a
Fixed Deposit), which has been forfeited. Further the secured financial

lenders have filed an application seeking liquidation of the company
as the Successful Resolution Applicant has failed to implement the
resolution plan, the said application is currently pending adjudication
before the NCLT Mumbai bench.

The Company has prepared the financial results on a going concern
basis. However, in view of the negative net worth and negative
net current liabilities as at the year end and pending liquidation
proceedings as stated above, we are unable to comment on the ability
of the Company to continue as a going concern for the foreseeable
future.

The Ind AS financial statements, however, do not include any
adjustment relating to the recoverability and classification of recorded
asset amounts and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern.

a) We refer to Note 41 to the financial statements of the Company
regarding balances in respect of trade receivables, advance
for purchase of steel given, trade payables including MSME,
various claims submitted to Resolution Professional pursuant to
the CIRP against the Company, borrowings, loans & advances,
advance from customers, book overdraft, bank balances and
fixed deposits with banks, other deposits, taxes recoverable
being subject to adequate documentation, confirmations and /
or reconciliations and in the absence of alternative corroborative
evidences, we are unable to comment on such balances.

b) We refer to Note 48 to the financial statement of the Company
regarding non evaluation of trade receivables and advances to
trade payables denominated in foreign currency as required
under Ind AS 21 ''Effects of changes in Foreign Exchange rates'',
consequent impact on Expected Credit Loss as required under
Ind AS 109 ''Financial Instruments'' and taxation, if any, thereon.

4. Emphasis of Matter

We refer to Note 43 of the financial statements regarding search
carried out at the Corporate Office premises by Central Bureau of
Investigation (CBI) and Enforcement Directorate (ED) on July 07,
2022 and February 02, 2023 respectively pertaining to the company
for the transactions done by ex-promoters of the Company prior to
the initiation of the Corporate Insolvency Resolution Process under
Insolvency and Bankruptcy code 2016. The matter is not yet concluded
and is under investigation.

Our Opinion is not modified in respect of above matter.

5. Information Other than the standalone Ind AS Financial
Statements and Auditor''s Report thereon

As the corporate insolvency resolution process has been initiated in
respect of the Company under the provisions of the Insolvency and
Bankruptcy Code, 2016 (''the code'') by the Mumbai bench of National
Company Law Tribunal vide its order dated May 14, 2018, the powers
of the Board of Directors stand suspended as per section 17 of the
Code and such powers are being exercised by the Implementation
and Monitoring Agency (IMA) authorized members effective from
March 16, 2022 and Resolution Professional appointed by the
National Company Law Tribunal by the said order under the provisions
of the code upto March 15, 2022 (jointly referred to as ''Company
Management'').

The Company''s management are responsible for the other information.
The other information comprises the information included in
Company''s Annual report but does not include the standalone Ind
AS financial statements and our auditor''s report thereon. The other

information is expected to be made available to us after the date of
this auditor''s report.

Our opinion on the standalone Ind AS financial statements does not
cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial
statements, our responsibility is to read the other information when
it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the standalone Ind AS
financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

6. Responsibility of the Management and Those Charged
with Governance for the Financial statements

The Company''s Management is responsible for the matters stated in
Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to
the preparation of these Ind AS financial statements that give a true
and fair view of the state of affairs (financial position), profit or loss
(financial performance including other comprehensive income), cash
flows and changes in equity of the Company in accordance with the
accounting principles generally accepted in India, including the Indian
Accounting Standards prescribed under Section133 of the Act.

This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the Ind AS financial statements
that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is responsible
for assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Company Management are also responsible for overseeing the
Company''s financial reporting process.

7. Auditor''s Responsibilities for the Audit of the Financial
Statements

Our responsibility is to conduct an audit of the Company''s standalone
financial statements in accordance with Standards on auditing and to
issue an auditor''s report. However, because of the matters described
in the Basis for Disclaimer of Opinion section and Annexures of
our report, we were not able to obtain sufficient appropriate audit
evidence to provide a basis for an audit opinion on these standalone
financial Statements.

We are independent of the Company in accordance with the ethical
requirements in accordance with the requirements of the Code of
Ethics issued by ICAI and the ethical requirements as prescribed under
the laws and regulations applicable to the Company.

8. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020, issued

by the Central Government of India in terms of sub-section (11) of
section 143 of the Act (''the Order''), and on the basis of such checks of
the books and records of the Company as we considered appropriate
and according to the information and explanations given to us, we
give in the Annexure A, a statement on the matters specified in
paragraphs 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

a) We have sought and, except for the matters described in
the Basis for Disclaimer of Opinion paragraph, obtained all
the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our
audit;

b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from our
examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss including
other comprehensive income, the Statement of Cash Flow and
the Statement of Changes in Equity dealt with by this Report are
in agreement with the books of account;

d) Except for the effects of the matters described in the Basis for
Disclaimer of Opinion paragraph above, in our opinion, the
aforesaid Ind AS financial statements comply with the Indian
Accounting Standards prescribed under Section 133 of the Act;

e) The matter described in the Basis for Disclaimer of Opinion
paragraph above, in our opinion, may have an adverse effect on
the functioning of the Company;

f) As more fully explained in Note 42 of the standalone financial
statements, the erstwhile directors of the Company are
disqualified from being appointed as directors in terms of
Section 164(2) of the Act;

g) With respect to the other matters to be included in the Auditor''s
Report in accordance with the requirements of section 197(16)
of the Act, as amended:

In our opinion and to the best of our information and according
to the explanations given to us, the provisions of section 197 are
not applicable to the company.

h) The qualification relating to the maintenance of accounts and
other matters connected therewith are as stated in the Basis for
Disclaimer of Opinion paragraph;

i) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in
Annexure B; and

j) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our
knowledge and belief and according to the information and
explanations given to us:

i) The Company has disclosed the impact of pending
litigations on its financial position in its Ind AS financial
statements (Refer note no. 34 and 46 to the Ind AS
financial statements);

ii) There were no material foreseeable losses on any long
term contracts including derivative contracts; and

iii) The Company is required to transfer Rs. 9.78 lakhs to

the Investor Education and Protection Fund. However, as
per the explanations given to us, since the Company is
undergoing CIRP, the transfer to said fund is not made.

iv) The management has represented that to the best of its
knowledge and belief, no funds have been advanced or
loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the
Company to or in any other person(s) or entity(ies)
including foreign entities (intermediaries) with the
understanding, whether recorded in writing or otherwise,
that the intermediary shall, whether directly or indirectly
lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company
(ultimate beneficiaries) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries (Refer
Note 39(7) of the financial statements);

v) The management has represented that to the best of its
knowledge or belief, other than as disclosed in the notes to
the accounts, no funds have been received by the Company
to or in any other person(s) or entity(ies) including foreign
entities (funding parties) with the understanding, whether
recorded in writing or otherwise, that the Company
shall, whether directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by
or on behalf of the funding party (ultimate beneficiaries)
or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries (Refer Note 39(8) of the financial
statements);

vi) Based on the audit procedures considered reasonable
and appropriate in the circumstances carried out by us,
nothing has come to our notice that has caused us to
believe that the representations under sub clause (i) and
ii) of Rule 11(e) as provided under clause (iv) and (v) above
contain any material misstatements.

vii) The Company has not declared or paid any dividend during
the year and as such the compliance of section 123 of the
Act has not been commented upon.

viii) As per the information and explanation given to us and
based on examination which included test checks the
accounting software of the company in which books of
accounts are maintained during the year does not have
feature of recording audit trail (edit log) facility.

For SGN & CO.

Chartered Accountants

ICAI Firm Registration No. 134565W

Shreyans Jain

Partner

Membership No. 147097

Place : Mumbai

Date : 24th May, 2024

UDIN - 24147097BKCASZ5997

---

Mar 31, 2015

We have audited the accompanying financial statements of Ushdev International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information hereafter referred to as financial statements.

2. Management''s responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

3.1 Our responsibility is to express an opinion on these financial statements based on our audit.

3.2 We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

3.3 We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

3.4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for purpose of expressing an opinion on whether the Company has in place an adequate internal financial control systems over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the financial statements.

3.5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Companies Act 2013, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. 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 those books.

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, aforesaid financial statements comply with the Accounting Standards referred to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2015 and taken on records by Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms Section 164 (2) of the Act.

6. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations in its financial statements. - Refer note 24(B)(11) of financial statements.

(ii) The Company does not have any long term contracts. Based on the information & explanations provided to us, the Company was not required to make any provisions for material foreseeable losses, in respect of the forward contracts, entered into.

(iii) The Company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

7. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

Annexure referred to in paragraph (7) of our report of even date

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Management has during the year conducted physical verification of major fixed assets. We have been informed that no major discrepancies were noticed on such verification.

2. (a) Inventories have been physically verified by the Management at regular intervals. In our opinion, the frequency of such verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company.

(c) In our opinion, the company maintains proper records of inventory. We have been informed that no material discrepancies were noticed on physical verification of inventories.

3. (a) The company has granted unsecured loans to the parties covered in the register maintained u/s 189 of the Companies Act, 2013. Based on the information and explanations furnished to us, we are of the opinion that prima facie receipt of principal and interest, wherever applicable, are regular.

(b) In view of the above, the question of the amounts being overdue do not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures 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 and services. During the course of our audit we did not notice any continuing failure to correct any major weakness in internal controls.

5. According to the information and explanations given to us, the Company has not accepted any deposits.

6. We have reviewed the cost audit report of the company, and are of the opinion that prima facie, the cost records pursuant to Rule 5 of the Companies (Cost Records and Audit) Rules 2014 have been made and maintained for activities of wind power generation. However, we did not conduct a detailed examination of the records.

7. (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 as of March 31, 2015 for a period of more than six months.

(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.

(c) During the year there is no amount that was required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and the Rules made there under.

8. The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

9. As per the 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 banks. There company has neither borrowed from financial institutions nor has it issued any debentures.

10. According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies, from banks or financial institutions, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

11. 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.

12. To the best of our knowledge and belief 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 M P Chitale & Co.

Chartered Accountants

ICAI FR No. 101851W



Ashutosh Pednekar

Partner

ICAI M No. 041037

Place: Mumbai

Date : May 29, 2015

---

Mar 31, 2014

We have audited the accompanying financial statements of Ushdev International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required 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 March 31, 2014;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by section 227(3) of the Companies Act 1956, we report that:

a. 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;

b. 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 those books

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complies with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013.

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

2. As required by the Companies(Auditor''s Report) Order,2003("the Order") issued by the Central Government of India in terms of sub- section(4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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 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. The Company conducts its trading activity without obtaining physical possession of the inventory. Hence, the Company has not conducted physical verification of inventory during the year.

b. In view of the above process the question of ascertaining reasonableness of procedures for verification of inventory does not arise.

c. Since the Company does not obtain physical possession of inventory, our comments on the maintenance of inventory records are not required and consequently the question of ascertaining materiality of discrepancy does not arise.

3. a. The Company has taken / granted unsecured loans to/from companies/ firms or other parties covered in the register maintained under Section 301 of the Act. Details are as under:

(Rs. in Lacs)

Sr. Name of the Party Maximum Year-end No. amount Balance outstanding during the year

Loan Taken

1 Hobli Property Management Pvt. Ltd. 4,557.00 Nil

2 Maa Jai Jyotawali Steel Pvt. Ltd 757.72 508.21

3 UIL Hong Kong Ltd. 2,134.15 397.84

4 UIL (Singapore) Pte Ltd. 1,840.79 254.02

5 P G Mercantile Pvt. Ltd. 2,370.00 Nil

6 Shree Shyam Exim 786.00 61.03

Loan Taken

1 P G Mercantile Pvt. Ltd. 13,931.77 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 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 in the register maintained Section 301 of the Companies Act 1956, have been so entered.

b. According to the information and explanations given to us there are certain transactions where the company has rendered as well as availed services in excess of Rs. 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. We have broadly reviewed the cost records maintained by the Company. 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 the company

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, 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, 2014 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 the 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 loans to banks or financial institutions.

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 foreign subsidiaries/group companies, 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 funds raised by the Company on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, in our opinion there has been no preferential allotment of equity 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 has been relied upon by us, no frauds on 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 : May 12, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ushdev International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required 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 March 31, 2013;

(b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by section 227(3) of the Companies Act 1956, we report that:

a. 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;

b. 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 those books

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complies with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

2. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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 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 granted unsecured loans to companies covered in the register maintained under Section 301 of the Act. Details of parties and the amount involved are as under.

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 in the register maintained Section 301 of the Companies Act 1956, 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 Rs. 5 Lacs 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 the Company.

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 except an amount of Rs. 7.70 Lacs payable towards service tax.

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, 2013 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 debenture holders.

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 foreign subsidiaries/another company, 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 funds raised by the Company on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, in our opinion there has been no preferential allotment of equity 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 has been relied upon by us, no frauds on the Company were noticed or reported during the year However, there has been a fraud on the Company by one of its creditors, for which necessary accounting entries have been passed and recovery proceeding have been initiated against the Creditor by the Company.

For M.P. Chitale & Co.

Chartered Accountants

ICAI FR No.101851W

Murtuza Vajihi

Partner

ICAI M. No. 112555

Place : Mumbai

Date : 24th April, 2013

---

Mar 31, 2012

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

---

Mar 31, 2011

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

---

Mar 31, 2010

1.We have audited the attached Balance Sheet of Ushdev International Limited as on March 31, 2010, 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 companys 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, 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 March 31, 2010, we report that none of the Directors is disqualified as on March 31, 2010 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 March 31, 2010 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. No substantial part of the fixed asset has been disposed off during the year.

2. a. The Company conducts its trading activity without obtaining physical possession of the inventory.

Hence, the Company has not conducted physical verification of inventory during the year.

b. In view of the above process the question of ascertaining reasonableness of procedures for verification of inventory does not arise.

c. Since the Company does not obtain physical possession of inventory, our comments on the maintenance of inventory records are not required and consequently the question of ascertaining materiality of discrepancy does not arise.

3. a. The Company has not granted any loans to parties listed in the Register maintained under Section

301 of The Companies Act, 1956.Consequently, para 3 (b), (c) & (d) are not applicable.

b. The Company has taken interest free loans from parties listed in the Register maintained under

Section 301 of The Companies Act, 1956. The number of parties and the amount involved in the transactions is as under:

(Rs.in Lacs) Maximum amount Year-end

Sr. No. Name of the Party outstanding during the year Balance

1 Suman Gupta 450.73 Nil

2 Montex Trading Pvt. Ltd. 400.83 Nil

3 Prateek Gupta 3911.24 Nil

4 Ginni Gupta 606.45 Nil

5 Ushdev Mercantile Pvt. Ltd. 837.25 Nil

6 Vijay Gupta HUF 393.85 Nil

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 Companys Internal Audit System is commen-surate 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 including Income tax, and any other 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 Year Amount (Rs. in Lacs) Authority

2004-05 Rs.13.77 Commsioner of Income Tax (Appeals)

2005-06 Rs. 5.13 Commsioner of Income Tax (Appeals)

10. The Company does not have any accumulated losses as at March 31, 2010 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 asspecified 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 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 funds raised by the Company on short- term basis have not been used for long-term investment.

18. According to the information and explanations given to us, in our opinion the preferential allotment of equity shares to parties/companies covered in the register maintained u/s 301 of The Companies Act 1956 is at a price, which is not prejudicial to the interest of the company.

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 FIRM REG No.101851W

Ashutosh Pednekar

(Partner)

ICAI M. No. 41037

Place: Mumbai

Date: May 28, 2010

---

Mar 31, 2001

We have audited the attached Balance Sheet of Ushdev International Limited as at March31, 2001 and the Profit and Loss Account for the year ended on that date annexed thereto,both of which we have signed under reference to this report. We report as follows :-

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order, to the extent applicable.

2. Attention is invited to :

(a) Note No. B-4 to Schedule "17" regarding non-confirmation of lease rentals due from parties amounting to Rs. 252.71 lakhs including lease rentals amounting to Rs. 63.52 lakhs for the year, which in our opinion are doubtful of recovery.

(b) Note No. B-3 to Schedule "17" regarding non-confirmation of balances of loans given, loans taken, debtors and creditors.

3. We further report that :

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit, except as stated in para 2(b).

(b) In our opinion, the Company has kept proper books of account as required by law so far as appears from our examination of the books.

(c) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

(d) 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 read with the Notes thereon comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(e) On the basis of the relevant information received by the Company from directors as regards their eligibility to assume and occupy office as directors as on March 31, 2001, we report that none of the directors is disqualified as on March 31, 2001 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit & Loss Account read with the Notes thereon give the information as required by the Companies Act, 1956 in the manner so required and subject to our observation in para 2(a) above, give a true and fair view :

• in the case of the Balance Sheet, of the state of the affairs of the Company as at March 31, 2001.

in the case of the Profit and Loss Account of the profit for the year ended on that date

ANNEXURE TO AUDITORS REPORT ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. The Company has maintained proper records for fixed assets showing full particulars,including quantitative details and situation of Fixed Assets. The Management duringthe year conducted physical verification of some of the fixed assets and we are informedthat no discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. The Company did not have any stock of materials and stores as at the year-end.

4. The Company has taken interest free unsecured loans from the Chairman & Managing Director, a Director and a company under the same management as defined under Section 370 (1B) of the Companies Act, 1956 on such terms and conditions which are not prima facie prejudicial to the interest of the Company.

5. The Company has not granted any secured or unsecured loans to any companies, firms or parties listed in the register maintained under section 301 of the Companies Act, 1956 or to any companies under the same management as defined under Section 370 (1B) of the Companies Act, 1956. The Company has granted an interest free unsecured loan to its subsidiary.

6. As informed by the Company other loans along with interest thereon are repayable on demand. However, no demand was raised for repayment during the year. The loans given by the company have been disbursed during the period March 1998 to date..

7. The internal control procedure relating to the purchase of equipments and other assets and for sale of goods is commensurate with the size of the Company and nature of its business.

8. The Company has not entered into any transactions of purchase of goods and materials and sale of goods, materials and services in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

9. The Company has not accepted any deposits from public.

10. The Company does not have an Internal Audit System.

11. The Central Government has not prescribed maintenance of Cost Records under Section

209(1)(d) of the Companies Act, 1956 for any of the activities of the Company.

12. According to the information and explanations given to us, the Employees Provident Fund Act and the Employees State Insurance Act are not applicable to the Company.

13. According to the information and explantions given to us and the records of the Company examined by us, there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty which were outstanding as at the end of the year for six months or more from the date they became payable.

14. During the course of our examination of books of account carried out in accordance with generally accepted auditing practies, we have not come across any personal expenses which have been charged to revenue account other than those payable under contractual obligations or generally accepted business practices nor have we been informed by the Management of any such expenses.

15. The Company is not a Sick Industrial Company within the meaning of Clause (o) Sub- section (i) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

16. As explained to us, in respect of trading activities of the Company there were no damaged goods.

For M. P. Chitale Chartered Accountants

Sd/- Uday M. Chitale Partner

Place : Mumbai

Date : 6th August, 2001