Bheema Cements Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying Ind AS Financial Statements of M/s. Bheema Cements Limited ("the
company"), which comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash
Flows for the year ended and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for
the effects of the matters described in the ''basis for Qualified Opinion'' section of our report, the aforesaid
Ind AS Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the
manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025 and its loss, total comprehensive income, changes
in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. In accordance with the National Company Law Appellate Tribunal (NCLAT) Order (as per para
15) dated 19.01.2024, the Company has to pay the entire amount due to Union bank of India on or
before 31.03.2024. But the company has not paid the amount due to financial creditors as per the
NCLAT Order. Aggrieved by the above, Union bank of India has filed a Liquidation petition vide
IA (IBC) (Liquidation) 09/2024. However, the company has paid Rs. 6 cores to Union bank of India
dated 06-08-2024. Subsequently, the Liquidation petition has been withdrawn by NCLT
pursuant to directions of NCLAT through order dated 04-10-2024.

2. In accordance with the National Company Law Appellate Tribunal (NCLAT) Order (as per para
15) dated 19.01.2024, the Company has to pay Rs. 10 cores to JM Financial Asset Reconstruction
Company Limited on or before 19.04.2024 and the remaining amount due under the resolution plan
shall be paid in three equal quarterly instalments i.e., on or before 19.01.2025. But the company has
not paid the amount due to financial creditors as per the NCLAT Order. Aggrieved by the above,
JMFARC has filed a Liquidation petition vide IA (IBC) (Liquidation)15/2024. The Consortium of
Fortuna Engi Tech & Structural (India) Pvt Ltd. along with its promoters (SRA) and JMFARC has
entered into an MOU regarding revised repayment schedule through letter dated 18.10.2024. SRA
has already paid Rs. 11.5 Crores along with the MOU. As per the revised payment schedule, Rs. 3.5
Crores has to be paid on or before 20.12.2024 and Rs. 2.5 Crores has to be paid on or before
31.01.2025. However, they have only paid Rs. 1.75 Crores thereafter. In accordance with NCLT
Order dated 03-12-2024, in case of non-compliance or breach of any of the terms of the revised re¬
payment schedule, the liquidation application shall be revived before NCLT. These conditions
indicate the existence of a material uncertainty that may cast a significant doubt on the
Company''s ability to continue as going concern.

3. "The Company" has not remitted Tax Deducted at Source (TDS) amounting to Rs. 9.58 Iakhs for
the year ended 315* March, 2025.

4. The Trade Receivables/Trade Payables are subject to confirmations & reconciliations.

5. Loans and advances are subject to Confirmations & Reconciliations.

6. In the absence of proof of physical verification of Property, Plant and Equipment during the year
by the management, we are unable to comment on the discrepancies, if any. (Net Block of PPE of
Rs. 19,864.35 lakhs as per books of account as at 31.03.2025)

7. The Company has not paid Annual Listing Fees, which is in violation of SEBI & Exchange
Regulations. Further, SEBI has suspended trading due to penal reasons.

We conducted our audit of the Ind AS Financial Statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the Ind AS Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit
of the Ind AS Financial Statements under the provisions of the Act and the Rules made there under, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
qualified audit opinion on the Ind AS Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the Ind AS Financial Statements of the current period.

These matters were addressed in the context of our audit of the Ind AS Financial Statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our
report

1. "The Company" has defaulted in repayment of dues to Union Bank of India & IM Financial Asset
Reconstruction Company, which was in violation to / as against to the order passed by the National
Company Law Appellate Tribunal (NCLAT) dated 19.01.2024.

2. As per the order passed by the NCLAT dated 19.01.2024, it was held that in case of any deviation in the
payment of dues to above referred parties, the Financial Creditors may approach the Adjudicating
Authority to seek an order for liquidation. However, as per the information and explanations by the
management, no such application for liquidation has been filed by the Financial Creditors before the
NCLAT as of date.

The Company''s Board of Directors is responsible for the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board''s Report including
Annexure to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s
Information, but does not include the Ind AS Financial Statements and our auditor''s report thereon.

Our opinion on the Ind AS Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of Ind AS Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the Ind
AS Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to
be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for thelnd AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Ind AS Financial Statements that give a true and fair view of the financial
position, financial performance, including other comprehensive income, changes in equity and cash flows
of the Company in accordance with the lnd AS and other accounting principles generally accepted in India.
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 Ind AS 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.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS Financial Statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists. Mis
statements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Ind AS Financial Statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that is appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial
controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists; we are required to draw attention in our auditor''s report
to the related disclosures in the Ind AS Financial Statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content of the Ind AS Financial Statements, including
the disclosures, and whether the Ind AS Financial Statements represent the underlying transactions
and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Ind AS Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Ind
AS Financial Statements may be influenced. We consider quantitative materiality and qualitative factors
in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the Ind AS Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably the thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Ind AS Financial Statements for the financial year ended 31^st
March,2025 and are therefore the key audit matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

(h) As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure
A", a statement on the matters specified in paragraphs 3 and 4 of the Order.

(i) As required by Section 143(3) of the Act, based on our audit 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 purposes of our audit except for the points discussed

in the Basis for Qualified Opinion Paragraph.

B. Except for the possible effects of the matters described in the Basis for Qualified 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,
Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in
agreement with the relevant books of account.

D. In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section
133 of the Act, as amended, read with relevant rules issued there under except for the matters
discussed in the Basis for Qualified Opinion Paragraph.

E. On the basis of the written representations received from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164 (2) of the Act.

F. 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". Our report expresses a modified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial reporting.

G. 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, as amended in our opinion and to the best of
our information and according to the explanations given to us:

i. The Company has disclosed the pending litigations which would impact its financial position

in its notes to Ind AS financial statements.

ii. The Company does not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) 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 persons or entities, including foreign
entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise,
that the Intermediary shall, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief no funds have
been received by the Company from any persons or entities, including foreign entities ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the Company
shall directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever ("Ultimate I5eneficiaries") by or on behalf of the Funding Parties or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under subclause (i) and (ii) of Rule 11(e) contain any material
misstatement.

v. The company has not declared or paid any dividend during the year.

vi. The Company uses accounting software for maintaining its books of account which has a feature
of recording Audit Trial (edit log) facility, but the same was not enabled in the software during
the year.

For P. Murali & Co.,

Chartered Accountants
FRN: 007257S

SD/-

Mukund Vijayrao Joshi

Partner

M.No. 024784

UDIN NO: 25024784BMIXTV8549

Place: Hyderabad
Date: 30.05.2025

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Mar 31, 2013

We have audited the accompanying financial statements of M/S Bheema Cements Ltd 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 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. 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.

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.

01. 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 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.

02. As required by the Companies (Auditor''s Report) Order, 2003 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.

03. As required by section 227(3) of the Act, 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 comply 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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT

(Of even date referred to in Para 02 thereof) Re: M/s. Bheema Cements Limited

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

b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets and to the best of our knowledge no material discrepancies were noticed on such verification;.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii. a) As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

b) The procedure of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

iii. Based on the information and explanations provided to us, the company has not granted or taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act during the year. Accordingly the sub-clauses (b),(c),(d),(e) and (f) of clause 4(iii) are not applicable for the year.

iv. In our opinion and according to the information and explanations given to us, there is an 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 also for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v. In our opinion, and according to the information and explanations given to us, the company has not entered into any transactions referred to in section 301 of the Act and hence clause 4(v) is not applicable to the company for the year;

vi. Based on the information provided to us, in our opinion, the Company has not accepted any Deposits from the public during the year and hence, in our opinion, the Clause 4(vi) is not applicable to the company for the year;

vii. In our opinion, the company has an internal audit system to commensurate with its size and nature of its business.

viii. We are of the opinion, based on the information provided to us, that the accounts and records, as prescribed by the Central Government under section 209(1)(d) of the Act in respect of maintenance of cost records, have been made and maintained.

ix. (a) According to the records of the company, the company is regular in depositing the undisputed statutory dues including Sales tax, Income-tax, Customs duty, Excise duty and Employees State Insurance and Provident Fund and cess, investor education fund with the appropriate authorities. We have been informed that the company is not liable to pay Wealth Tax. We have been informed that the provisions of wealth tax are not applicable to the company;

(b) According to the information and explanations given to us, there are no dues of sales tax/income tax/ customs duty/Wealth tax /excise duty/cess to be deposited on account of any dispute;

x. In our opinion, based on the explanation offered to us, the accumulated losses of the company are less than fifty percent of its net worth and it has not incurred cash losses during the year covered by our audit and but incurred in the immediate preceding financial year.

xi. Based on the information provided and explanation given to us, in our opinion pursuant to implementation of a Debt Restructuring Package, the company has not defaulted in repayment of dues to its lending bankers and hence the sub clause (xi) is not applicable to the company for the year.

xii. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a Chit fund or Nidhi / Mutual Benefit Fund / Society and hence clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

xiv. Based on the information given to us, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv. Based on the information provided to us, the Company has not given guarantees for loans taken by others from Banks or Financial Institutions.

xvi. According to the information and explanations given to us, the term loans availed during the year by the Company were applied for the purposes for which the loans were obtained.

xvii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investment;

xviii.Based on the information provided and explanations offered, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act 1956 and hence sub clause (xviii) of the order is not applicable to the company for the year.

xix. The Company has not issued any debentures and not created any securities or charges in respect of any debentures.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. In our opinion and according to the information provided and explanations offered to us, no fraud on or by the Company has been noticed or reported during the year.



For A.RAMACHANDRA RAO & CO.,

Chartered Accountants

ICAI FRN : 002857S





Sd/-

Place: Hyderabad, (A. RAMACHANDRA RAO)

Date: 30-05-2013 Partner

Membership No. 9750

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Bheema Cements limited, as at 31st March, 2012, the Profit and Loss Account and also 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.

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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, and amendments thereto made from time to time, issued by the Central Government of India in terms of sub - section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to above, 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 those books;

(iii) The Balance Sheet, Profit and 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 mandatory accounting standards, referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 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 significant Accounting Policies and other notes thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

b) In the case of Profit and Loss Account, of the Loss for the Year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the Year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Of even date referred to in Para 3 of our Report)

Re: M/s. Bheema Cements Limited

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets and to the best of our knowledge no material discrepancies were noticed on such verification;

(c) In our opinion, the Company has not disposed off any substantial part of Fixed Assets during the year and the going concern status of the company is not affected;

(ii) (a) As explained to us inventories have been Physically verified by the Management at regular intervals during the year;

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records;

(iii) Based on the information and explanations provided to us, the company has not granted or taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act during the year. Accordingly the sub-clauses

(b),(c),(d),(e) and (f) of clause 4(iii) are not applicable for the year.

(iv) 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, fixed assets and also for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control.

(v) In our opinion, and according to the information and explanations given to us, the company has not entered into any transactions referred to in section 301 of the Act and hence clause 4(v) is not applicable to the company.

(vi) Based on the information provided to us, the Company has not accepted any deposits from the public during the year and hence, in our opinion, the clause 4(vi) is not applicable to the company for the year.

(vii) In our opinion, in view of the expansion, the company needs to further strengthen the internal audit system so as to commensurate with its size and nature of its business.

(viii) We are of the opinion, based on information provided to us, that the accounts and records, as prescribed by the Central Government under Sec. 209(1 )(d) of the Act in respect of maintenance of cost records, have been made and maintained.

(ix) a) According to the records of the Company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Cess, Investor Education and Protection Fund with the appropriate authorities. We have been informed that the provisions of Wealth Tax are not applicable to the company.

b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/Wealth Tax/Customs Duty/Excise Duty/Cess to be deposited on account of any dispute;

(x) In our opinion, based on the explanation offered to us, the accumulated losses of the company are less than fifty percent of its net worth and it has incurred cash losses during the year covered by our audit and in the immediately preceding financial year.

(xi) Based on the information provided and explanations given to us, in our opinion, pursuant to implementation of a Debt Restructuring Package, the company has not defaulted in repayment of dues to its lending bankers and hence the sub-clause (xi) is not applicable to the company for the year.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xiv) In our opinion, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

(xv) As per the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and based on the explanations given to us, the Term Loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that the funds raised on short- term basis have not been used specifically for long-term investments.

(xviii) In our opinion and based on the information provided and explanations offered, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s. 301 of the Companies Act, 1956 and hence sub-clause (xviii) of the order is not applicable to the company for the year.

(xix) The Company has not issued any debentures and not created any securities or charges in respect of any debentures.

(xx) In our opinion and based on the explanations given to us, the Company has not raised any money by Public issue during the year.

(xxi) In our opinion and according to the information provided and explanations offered to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For A. RAMACHANDRA RAO & CO.,

Chartered Accountants ICAI FRN-.002857S

Sd/-

Place: Hyderabad, (A. RAMACHANDRA RAO)

Date: 30.05.2012. Partner

Membership No. 9750

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. Bheema Cements limited, as at 31st March, 2011, the Profit and Loss Account and also 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.

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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, and amendments thereto made from time to time, issued by the Central Government of India in terms of sub - section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to above, 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 those books;

(iii) The Balance Sheet, Profit and 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 mandatory accounting standards, referred to in sub - section (3C) of section 211 of the Companies Act, 1956,

(v) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 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 significant Accounting Policies and other notes thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011 ;

b) In the case of Profit and Loss Account, of the Loss for the Year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the Year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Of even date referred to in Para 3 of our Report) Re: M/s. Bheema Cements Limited

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets and to the best of our knowledge no material discrepancies were noticed on such verification;

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets during the year and the going concern status of the company is not affected.

(ii) (a) As explained to us inventories have been Physically verified by the Management at regular intervals during the year;

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) Based on the information and explanations provided to us, the company has not granted or taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act during the year. Accordingly the sub-clauses (b),(c),(d),(e) and (f) of clause 4(iii) are not applicable for the year.

(iv) 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, fixed assets and also for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control.

(v) In our opinion and according to the information and explanations given to us, the company has not entered into any transactions referred to in section 301 of the Act and hence clause 4(v) is not applicable to the company.

(vi) Based on the information provided to us, the Company has not accepted any deposits from the public during the year and hence, in our opinion, the clause 4(vi) is not applicable to the company for the year.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) We are of the opinion, based on information provided to us, that the accounts and records, as prescribed by the Central Government under Sec. 209(1)(d) of the Act in respect of maintenance of cost records, have been made and maintained.

(ix) a) According to the records of the Company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Cess, Investor Education and Protection Fund with the appropriate authorities. We have been informed that the provisions of, Wealth Tax are not applicable to the company.

b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/Wealth Tax/Customs Duty/Excise Duty/Cess to be deposited on account of any dispute;

(x) The Company has no accumulated losses and it has incurred cash losses during the year covered by our audit but not in the immediately preceding financial year.

(xi) Based on the information and explanations given to us, the company has defaulted the repayment of dues to its lending bankers and it has been sanctioned a Debt Restructuring Package based on which the bankers had agreed to restructure the term loans etc. in relation to which the necessary formalities have yet to be completed. We are of the opinion that, subject to the foregoing, the default has been made good by the said package.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xiv) In our opinion, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

(xv) As per the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and based on the explanations given to us, the Term Loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that the funds raised on short- term basis have not been used specifically for long-term investments.

(xviii) In our opinion and based on the information provided and explanations offered, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s. 301 of the Companies Act, 1956 and hence Clause (xviii) of the Order is not applicable to the company for the year.

(xix) The Company has not issued any debentures and not created any securities or charges in respect of any debentures.

(xx) In our opinion and based on the explanations given to us, the Company has not raised any money by Public issue during the year.

(xxi) In our opinion and according to the information provided and explanations offered to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For A.RAMACHANDRA RAO & CO., Chartered Accountants ICAI FRN : 002857S

Sd/- (A. RAMACHANDRA RAO)

Partner Membership No. 9750 Place: Hyderabad, Date: 30-05-2011.

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Bheema Cements Limited, as at 31st March, 2010, the Profit and Loss Account and also 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.

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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, and amendments there to made from time to time, issued by the Central Government of India in terms of sub - section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Furtherto ourcomments in theAnnexure referred to above, 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 ouraudit;

(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 those books;

(iii) The Balance Sheet, Profit and 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 mandatory accounting standards, referred to in sub - section (3C) of section 211 of the Companies Act, 1956,

(v) On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2010 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 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 significant Accounting Policies and other notes thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the State of Affairs of the Company as at 31 st March 2010;

b) In the case of Profit and Loss Account, of the Profit for the Year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the Year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Of even date referred to in Para 3 of our Report) Re: M/s. Bheema Cements Limited

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets and to the best of our knowledge no material discrepancies were noticed on such verification;

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets during the year and the going concern status of the company is not affected.

(ii) (a) As explained to us inventories have been Physically verified by the Management at regular intervals during the year;

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) Based on the information and explanations provided to us, the company has not granted or taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act during the year. Accordingly the sub-clauses (b),(c),(d),(e) and (f) of clause 4(iii) are not applicable for the year.

(iv) 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, fixed assets and also for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control.

(v) In our opinion, and according to the information and explanations given to us, the company has not entered into any transactions referred to in section 301 of the Act and hence clause 4(v) is not applicable to the company.

(vi) Based on the information provided to us, the Company has not accepted any deposits from the public during the year and hence, in our opinion, the clause 4(vi) is not applicable to the company for the year.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) We are of the opinion, based on information provided to us, that the accounts and records, as prescribed by the Central Government under Sec. 209(1 )(d) of the Act in respect of maintenance of cost records, have been made and maintained.

(ix) a) According to the records of the Company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Cess, Investor Education and Protection Fund with the appropriate authorities. We have been informed that the provisions of, Wealth Tax are not applicable to the company.

b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/Wealth Tax/Customs Duty/Excise Duty/Cess to be deposited on account of any dispute;

(x) The Company has no accumulated losses and has not incurred any cash losses during the year covered by our audit or in the immediately preceding financial year.

(xi) Based on the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

(xiv) In our opinion, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

(xv) As per the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and based on the explanations given to us, the Term Loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used specifically for long-term investments.

(xviii) In our opinion and based on the information provided and explanations offered, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s. 301 of the Companies Act, 1956 and hence Clause (xviii) of the Order is not applicable to the company for the year.

(xix) The Company has not issued any debentures and not created any securities or charges in respect of any debentures.

(xx) In our opinion and based on the explanations given to us, the Company has not raised any money by Public issue during the year.

(xxi) In our opinion and according to the information provided and explanations offered to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For A.RAMACHANDRA RAO & CO.,

Chartered Accountants ICAIFRN:002857S

Sd/- Place: Hyderabad, (A. RAMACHANDRA RAO)

Date: 28/05/2010. Partner

Membership No. 9750

---

Mar 31, 2009

We have audited the attached Balance Sheet of M/s. Bheema Cements limited (formerly Ckoramaandel Cements Limited), as at 31 st March, 2009, the Profit and Loss Account and also 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.

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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, and amendments there to made from time to time, issued by the Central Government of India in terms of sub - section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to above, 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 those books;

(iii) The Balance Sheet, Profit and 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 mandatory accounting standards, referred to in sub-section (3C) of section 211 ofthe Companies Act, 1956,

(v) On the basis of written representations received from the Directors, as on 31 st March, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as oil 31st March, 2009 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 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 significant Accounting Policies and other notes thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2009;

b) In the case of Profit and Loss Account, of the Profit for the Year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the Year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Of even date referred to in Para 3 of our Report)

Re: M/s. Bheema Cements Limited (formerly Ckoramaandel Cements Limited)

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets and to the best of our knowledge no material discrepancies were noticed on such verification;

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets during the year and the going concern status of the company is not affected.

(ii) (a) As explained to us inventories have been Physically verified by the Management at regular intervals during the year;

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) Based on the information and explanations provided to us, the company has not granted or taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act during the year. Accordingly the sub-clauses (b), (c), (d), (e) and (f) of clause 4(iii) are not applicable for the year.

(iv) 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, fixed assets and also for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control.

(v) In our opinion, and according to the information and explanations given to us, the company has not entered into any transactions referred to in section 301 of the Act and hence clause 4(v) is not applicable to the company.

(vi) Based on the information provided to us, the Company has not accepted any deposits from the public during the year and hence, in our opinion, the clause 4(vi) is not applicable to the company for the year.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) We are of the opinion, based on information provided to us, that the accounts and records, as prescribed by the Central Government under Sec. 209(1 )(d) of the Act in respect of maintenance of cost records, have been made and maintained.

(ix) a) According to the records of the Company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Cess, Investor Education and Protection Fund with the appropriate authorities. We have been informed that the provisions of, Wealth Tax are not applicable to the company.

b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/Wealth Tax/Customs Duty/Excise Duty/Cess to be deposited on account of any dispute;

(x) The Company has no accumulated losses and has not incurred any cash losses during the year covered by our audit or in the immediately preceding financial year.

(xi) Based on the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

(xiv) In our opinion, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

(xv) As per the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and based on the explanations given to us, theTerm Loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used specifically for long-term investments.

(xviii) In our opinion and based on the information provided and explanations offered, the Company has made preferential allotment of shares to parties and companies covered in the register maintained u/s. 301 of the Companies Act, 1956 and, in our opinion, the price at which the shares have been issued are not prejudicial to the interest of the company.

(xix) The Company has not issued any debentures and not created any securities or charges in respect of any debentures.

(xx) In our opinion and based on the explanations given to us, the Company has not raised any money by Public issue during the year.

(xxi) In our opinion and according to the information provided and explanations offered to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For A.RAMACHANDRA RAO & CO., Chartered Accountants

Sd/- Place: Hyderabad, (A. RAMACHANDRA RAO) Date: 29/06/2009. Partner Membership No. 9750

---

Mar 31, 2008

We have audited the attached Balance Sheet of M/s. Ckoramaandel Cements Limited, as at 31st March, 2008, the Profit and Loss Account and also the Cash Flow Statement for the six months period 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.

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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, and amendments there to made from time to time, issued by the Central Government of India in terms of sub - section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to above, 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 those books;

(iii) The Balance Sheet, Profit and 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 mandatory accounting standards, referred to in sub - section (3C) of section 211 of the Companies Act, 1956,

(v) On the basis of written representations received from the Directors, as on 31st March, 2008 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2008 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 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 significant Accounting Policies and other notes thereon and subject to Notes 1 & 3 in Schedule R read with Note 3 in Schedule S with respect to accounting of the value of Mining Deposits and Mining Rights, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2008;

b) In the case of Profit and Loss Account, of the Profit for the Period ended on that date; and

c) In the case of Cash Flow Statement, of the cash flows for the Period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Of even date referred to in Para 3 of our Report) Re: M/s. Ckoramaandel Cements Limited.

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

(b) All the Fixed Assets have not been physically verified by the management during the period but there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets and to the best of our knowledge no material discrepancies were noticed on such verification;

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets during the period and the going concern status of the company is not affected

(ii) (a) As explained to us inventories have been Physically verified by the Management at regular intervals during the period;

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) Based on the information and explanations provided to us, the company has not granted or taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Act during the period. Accordingly the sub-clauses (b),(c),(d),(e) and (f) of clause 4(iii) are not applicable for the period.

(iv) 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, fixed assets and also for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control.

(v) In our opinion, and according to the information and explanations given to us, the company has not entered into any transactions referred to in section 301 of the Act and hence clause 4(v) is not applicable to the company.

(vi) Based on the information provided to us, the Company has not accepted any deposits from the public during the year and hence, in our opinion, the clause 4(vi) is not applicable to the company for the period.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) We are of the opinion, based on information provided to us, that the accounts and records, as prescribed by the Central Government under Sec. 209(1 )(d) of the Act in respect of maintenance of cost records, have been made and maintained.

(ix) a) According to the records of the Company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Cess, with the appropriate authorities. We have been informed that the provisions of Investor Education and Protection Fund, Wealth Tax are not applicable to the company.

b) According to the information and explanations given to us, there are no dues of Sales Tax/ Income Tax/ Wealth Tax/ Customs Duty/ Excise Duty/ Cess to be deposited on account of any dispute;

(x) The Company has no accumulated losses and has not incurred any cash losses during the period covered by our audit or in the immediately preceding financial year.

(xi) Based on the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

(xiv) In our opinion, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

(xv) As per the information and explanations given to us, the. Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and based on the explanations given to us, the Term Loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used specifically for long-term investments.

(xviii) In our opinion and based on the information provided and explanations offered, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s. 301 of the Companies Act, 1956 and hence Clause (xviii) of the order is not applicable to the company for the year.

(xix) The Company has not issued any debentures and not created any securities or charges in respect of any debentures.

(xx) In our opinion and based on the explanations given to us, the Company has not raised any money by Public issue during the year.

(xxi) In our opinion and according to the information provided and explanations offered to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For A.RAMACHANDRA RAO & CO., Chartered Accountants Sd/- Place : Hyderabad, (A. RAMACHANDRA RAO) Date : 18/07/2008. Partner Membership No. 9750

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Mar 31, 2006

We have audited the attached Balance Sheet of M/s. CKORAMAANDEL CEMENTS LIMITED as at 31st March, 2006 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

01. As required by the Companies (Auditors Report) Order, 2003, and amendments thereto made from time to time, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

02. Further to our comments in the Annexure referred to above, 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-section 3C of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors, as on 31st March, 2006, and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31st March, 2006 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 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 said accounts, read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2006; and

ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For A.RAMACHANDRA RAO & CO., Chartered Accountants Place: Hyderabad (A. RAMACHANDRA RAO) Date: 11.07.2006 Partner Membership No. 9750

ANNEXURE TO THE AUDITORS REPORT

(Of even date referred to in Para 1 of our Report)

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

b) All the fixed assets have not been physically verified by the Management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size and nature of its assets and to the best of our knowledge no material discrepancies have been noticed on such verification;

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected;

2. a) As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

b) The procedure of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) Based on the information and explanations provided to us, the company has not granted or taken any loans, secured or unsecured, to companies, firms, or other parties covered in the register maintained u/s.301 of the Act during the year.

Accordingly the sub-clauses (b), (c) (d) (e) and (f) of clause 4(iii) are not applicable for the year;

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, fixed assets and for the sale of goods and services to the extent applicable. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5 In our opinion, and according to the information and explanations given to us, the company has not entered into any transactions referred to in section 301 of the Act and hence clause 4(v) is not applicable to the company;

6. Based on the information provided to us, the Company has not accepted any Deposits from the public during the year and hence, in our opinion, the Clause 4(vi) is not applicable to the company for the year;

7. In our opinion, the company has an adequate internal audit system commensurate with its size and nature of its business.

8. We are of the opinion, based on the information provided to us, that the accounts and records, as prescribed by the Central Government under section 209(1 )(d) of the Act in respect of maintenance of cost records, have been made and maintained.

9. (a) According to the records of the company, the company is regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Safes tax, Service Tax, Customs duty, Excise duty and Cess, with the appropriate authorities. We have been informed that the provisions of Investor Education and Protection Fund and Wealth Tax are not applicable to the company.

(b) According to the information and explanations given to us, there are no dues of income tax/sates tax/customs duty/excise duty/service tax/Cess to be deposited on account of any dispute;

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our Audit or in the immediately preceding financial year.

11. Based on the information provided and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to Banks.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a Chit fund or Nidhi/Mutual Benefit Fund/Society and hence clause 4(xiii) is not applicable to the Company.

14. Based on the information given to us, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15. Based on the information provided to us, the Company has not given guarantee for loans taken by others from Banks or Financial Institutions;

16. The term loans were applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investment;

18. In our opinion and based on the information provided and explanations offered, the Company has not made any preferential allotment of shares to the parties covered in the register maintained under Sec. 301 of the Act and hence clause 4(xviii) is not applicable to the Company;

19. The Company has not issued debentures and not created any securities or charges.

20. In our opinion and based on the explanation given to us the Company has not raised any money by way of Public Issue during the year.

21. In our opinion and according to the information Provident and explnations offered to us, no fraud on or by the company has been noticed or reported during the year.

for A.RAMACHANDRA RO & CO., Chartered Accountants Place: Hyderabad (A. RAMACHANDRA RAO) Date: 11.07.2006 Partner Membership No. 9750

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Mar 31, 2003

We have audited the attached Balance Sheet of M/s Coromandel Cements Limited as at 31st March 2003 and also the Profit and Loss Account and 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 standards being on our audit.

We conducted our audit in accordance with auditing standard generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable about whether the financial statements are free of material misstatement. An audit includes exceeding, 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 management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditor's Report) Order 1988 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, 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 those books;

(iii) The Balance Sheet and Profit and 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 and the Profit and Loss Account and Cash Flow Statement dealt with by those report comply with the Accounting Standards referred to in Sub-section 3C of Section 311 of the Companies Act, 1956, except the Accounting Standard 6 in respect of depreciation and the Accounting Standard 21 in respect of earnings per share and subject to note no. 4 Schedule O.

(v) On the basis of written representations receive from the directors, as on 31st March, 2003, and taken on record by the Board of Directors, we report that none of the disqualified as on 31st March, 2003 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 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, subject to non provision of depreciation as referred to in Note Schedule O, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view, in confirmity 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 31st March, 2003; and

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

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

For A.RAMACHANDRA RAO & CO., Chartered Accountants

Place : Hyderabad (A RAMACHANDRA RAO) Date : 12-06-2003 Partner

ANNEXURE TO THE AUDITOR'S REPORT

Of even date referred to in Paragraph (1) of our Report

1. The Company has maintained proper records showing full particulars including quantitative details and location of fixed assets. All the fixed assets have been physically verified by the Management during the year and to the best of our knowledge no serious discrepancies have been noticed on such verification.

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

3. The stocks of finished goods, stores, spare parts and raw materials have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

4. The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt within the books of account.

6. On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles. The valuation of stocks is on the same basis as in the previous year.

7. The Company has not taken any loans, secured or unsecured from Companies, firms or other parties listed in the Register required to be maintained under Section 301 of the Companies Act, 1956, except unsecured loans from promoters and their associates, the terms of which are not prima facie prejudicial to the interests of the company, as they are interest free unsecured loans. As per sub-section 6 of section 370, section 370(1B) is not applicable to the Company.

8. The Company has not granted any loans to companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956. As per sub-section 6 of section 370, section 370 (1B) is not applicable to the Company.

9. The company has not given any loans or advances in the nature of loans to any parties excepting staff of the company who are repaying the principal as stipulated.

10. 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 with regard to purchase of stores, raw materials including components, plant and machinery, equipments, other assets and with regard to the sale of goods.

11. In our opinion and according to the information and explanations given to us, the company has not purchased any stores, raw materials and components exceeding Rs.50,000/- in value of each type thereof from firms, companies or parties in which the directors are interested during the year.

12. As explained to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and components and necessary adjustments for the loss has been made in the accounts.

13. The Company has not accepted any deposits from public during the year.

14. In our opinion, reasonable records have been maintained by the Company for sale and disposal of realisable scrap wherever significant. There is no by product, arising out of the manufacturing process of the company.

15. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

16. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintainance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however made a detailed examination of the records with a view to determining whether they are accurate or complete.

17. According to the records of the Company, Provident Fund and Employees' State Insurance dues have been regularly deposited during the year with the appropriate authorities.

18. According to Information and explanations given to us, no undisputed accounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at 31st March, 2003 for a period of more than six months from the date they became payable.

19. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to the revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practices.

20. The Company is not a Sick Industrial Company within the meaning of Clause (O) of Sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Amendment Act, 1993.

for A. RAMACHANDRA RAO & CO., Chartered Accountants

Place: Hyderabad A. RAMACHANDRA RAO Date: 12.06.2003 Partner

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Mar 31, 2002

We have audited the attached Balance Sheet of M/s. Coromandel Cements Limited as at 31st March, 2002 and also the Profit and Loss Account 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, 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 those books;

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

(iv) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Sub-section 3C of Section 211 of the Companies Act, 1956, except the Accounting Standard 6 in respect of depreciation and the Accounting Standard 21 in respect of earnings per share and subject to note No.4 in Schedule O.

(v) On the basis of written representations received from the Directors as on 31st March, 2002, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2002 from being appointed as a Director in terms of clause (g) of sub- section (1) of section 274 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, subject to non- provision of depreciation as referred to in Note 8(a) in Schedule O, give the information required by the Companies Act, 1956, 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 31st March, 2002; and

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

ANNEXURE TO THE AUDITORS REPORT

Of even date referred to in Paragraph (1) of our Report

1. The Company has maintained proper records showing full particulars including quantitative details and location of fixed assets. All the fixed assets have been physically verified by the Management during the year and to the best of our knowledge no serious discrepancies have been noticed on such verification.

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

3. The stocks of finished goods, stores, spare parts and raw materials have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

4. The procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt within the books of account.

6. On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles. The valuation of stocks is on the same basis as in the previous year.

7. The Company has not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register required to be maintained under section 301 of the Companies Act, 1956, except unsecured loans from promoters and their associates, the terms of which are not prima facie prejudicial to the interests of the company, as they are interest free unsecured loans. As per sub-section 6 of section 370, section 370(16) is not applicable to the Company.

8. The Company has not granted any loans to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. As per sub-section 6 of section 370, section 370(1B) is not applicable to the Company.

9. The company has not given any loans or advances in the nature of loans to any parties excepting staff of the company who are repaying the principal as stipulated.

10. 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 with regard to purchase of stores, raw materials including components, plant and machinery, equipments, other assets and with regard to the sale of goods.

11. In our opinion and according to the information and explanations given to us, the company has not purchased any stores, raw materials and components exceeding Rs. 50,000/- in value of each type thereof from firms, companies or parties in which the Directors are interested during the year.

12. As explained to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and components and necessary adjustments for the loss has been made in the accounts.

13. The Company has not accepted any deposits from public during the year.

14. In our opinion, reasonable records have been maintained by the Company for sale and disposal of realizable scrap wherever significant. There is no by product, arising out of the manufacturing process of the company.

15. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

16. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however made a detailed examination of the records with a view to determining whether they are accurate or complete.

17. According to the records of the Company, Provident Fund and Employees State Insurance dues have been regularly deposited during the year with the appropriate authorities.

18. According to information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at 31st March, 2002 for a period of more than six months from the date they became payable.

19. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to the revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practices.

20. The Company is not a Sick Industrial Company within the meaning of Clause (o) of Subsection (1) of section 3 of the Sick Industrial Companies (Special Provisions) Amendment Act, 1993.

For A. RAMACHANDRA RAO & CO., Chartered Accountants

Place: Hyderabad (A. RAMACHANDRA RAO) Date : 15-05-2002 Partner

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Mar 31, 2001

We have audited the attached Balance Sheet of M/s.COROMANDEL CEMENTS LIMITED, as at 31st March 2001 and the Profit and Loss Account for the year ended on that date annexed there to and report that :

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

2. Further to our comments in the Annexure referred to in paragraph (1) above, we state 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 maintained by the Company so far, as appears from our examination of such books of the Company.

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

d) In our opinion the Profit & Loss Account and the Balance Sheet comply with the accounting standards refereed to in sub section (3c) of Section 211 of the Companies Act, 1956 except to the extent stated under (e) below

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to note no.4 regarding accounting of interest waiver on Term Loans from Financial Institutions No.8(a) regarding of non-provision of depreciation of earlier years, and read with the other notes appearing in Schedule "P" gives the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view:

i) In so far as it relates to the Balance Sheet, of the State of Affairs of the Company as at 31st March 2001 and

ii) In so far as it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date.

f) On the basis of the written representations from the Directors, taken on record by the Board of Directors. None of the Directors is disqualified as at 31st March, 2001 from being appointed as a Director under Section 274(1)(g) of the Companies Act, 1956.

For A.RAMACHANDRA RAO & CO., Chartered Accountants

Place : Hyderabad (A.RAMACHANDRA RAO) Date : 31st May 2001 Partner

ANNEXURE TO THE AUDITOR'S REPORT

1. The Company has maintained proper records showing full particulars including quantitative details and location of fixed assets. All the fixed assets have been physically verified by the Management during the year, and to the best of our knowledge no serious discrepancies have been noticed on such verification.

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

3. The stocks of finished goods, stores, spare parts and raw materials have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

4. The procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

6. On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles. The valuation of stocks is on the same basis as in the previous year.

7. The Company has not taken any loans, Secured or Unsecured, from Companies, firms or other parties listed in the Register required to be maintained under Section 301 and 370 (1C) of the Companies Act, 1956 except Unsecured Loans from promoters and their associates, the terms are not prima facile prejudicial to the interest of the Company as they are interest free Unsecured Loans.

8. The Company has not granted any loans to Companies, firms or other parties listed in the Registers maintained under Section 301 & 370(1C) of the Companies Act, 1956.

9. The company has not given any loans or advances in the nature of loans to any parties excepting staff of the Company who are repaying the principal as stipulated.

10. 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 with regard to purchase of stores, raw materials including components, plant and machinery, equipment, other assets and with regard to the sale of goods.

11. In our opinion and according to the information and explanations given to us, the Company has not purchased any stores, raw materials and components exceeding Rs.50,000/- in value of each type thereof from firms or Companies or parties in which the Directors are interested during the year.

12. As explained to us the Company has a regular procedure for determination of unserviceable or damaged stores, raw materials and components and necessary adjustments for the loss has been made in the accounts.

13. The Company has not accepted any deposits from the public during the year.

14. In our opinion, reasonable records have been maintained by the Company for sale and disposal of realisable scrap wherever significant. There is no by-product arising out of the manufacturing process of the Company.

15. In our opinion, the Company has an internal audit system, commensurate with the size and nature of its business.

16. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facile the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

17. According to the records of the Company, Provident Fund and Employees State Insurance dues have been regularly deposited during the year with the appropriate authorities.

18. According to information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, Wealth- Tax, Sales-Tax, Customs Duty and Excise Duty were outstanding as at 31st March 2001 for a period of more than 6 months from the date they become payable.

19. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to the revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practices.

20. As the net worth of the Company has become positive as on 31st March 2001, the Company is not a Sick Industrial Company within the meaning of clause (O) of Sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Amendment Act. 1993.