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Auditor Report of Anjani Portland Cement Ltd.

Mar 31, 2016

To

The Members of Anjani Portland Cement Limited Report on the Financial Statements

We have audited the accompanying financial statements of Anjani Portland Cement Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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, to the extent applicable.

2. As required by Section 143 (3) of the Act, we further 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;

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 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"; and

(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, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position vide Note No. 30.1 to the financial statements;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our report to the members of Anjani Portland Cement Limited for the year ended on 31st March, 2016. We report that:

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2 According to the information and explanations given to us and the records of the Company examined by us, the fixed assets have been physically verified by the management in a periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification.

1.3 According to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company.

2.1 The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and book records were not material.

3.1 During the year the company has not granted any loans secured or unsecured to parties covered in the register maintained under section 189 of the Act. Hence paragraph 3(iii) of the Order is not applicable to the company.

4.1 In our opinion and according to the information and explanations given to us, during the year company has not given any loans, made investments, given guarantees or given security to parties covered under provisions of section 185 and 186 of the Companies Act, 2013. Hence, paragraph 3(iv) of the Order is not applicable.

5.1 During the year company, has not accepted any deposits nor any deposits are outstanding as on balance sheet date where provisions of sections 73 to 76 or any other relevant provisions of the Act are applicable. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6.1 In our opinion and according to the information and explanations given to us, the Company has made and maintained accounts and records prescribed by the Central Government under subsection (1) of section 148 of the Act.

7.1 According to the information and explanations given to us and the records of the Company examined by us, the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, value added tax, service tax, customs duty, excise duty, cess and any other statutory dues as applicable with the appropriate authorities and there are no arrears of outstanding statutory dues as at year ended concerned for a period of more than six months from the date they became payable.

7.2 According to the information and explanations given to us and records of the Company examined by us, particulars of income tax, sales tax, valued added tax, service tax, customs duty, excise duty or cess as at 31st March, 2016 which have not been deposited on account of any dispute pending, are as under:

Name of the Statute

Nature of the Dues

Amount (Rs. In Lakhs)

Period to which the amount relates

Forum where dispute is pending

Central Excise Act, 1944

Excise Duty

180.32

2006 to 2010

CESTAT, Bangalore remanded back to Commissioner, Hyderabad.

Customs Act, 1962

Customs Duty

89.91

July, Oct & Nov 2012

CESTAT, Bangalore

Customs Act, 1962

Customs Duty

16.88

Nov 2013 & Jan 2014

Commissioner of Customs (Appeals), Vishakapatnam

Customs Act, 1962

Customs Duty

9.16

Mar 2012

Commissioner of Customs (Appeals), Vishakapatnam

Service Tax

CENVAT availed on Keyman Insurance premium paid

1.01

2012

CESTAT, Bangalore

Service Tax

CENVAT availed on Keyman Insurance premium paid

2.35

2013 & 2014

Commissioner of Customs, Central Excise & Service Tax (Appeals), Hyderabad

8.1 According to the information and explanations given to us, company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

9.1 The company has not raised moneys by way of initial public offer or further public offer (including debt instruments). Term Loans are utilized for the purposes for which they were obtained.

10.1 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company or by its officers or employees was noticed or reported during the period.

11.1 Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

12.1 Company is not a Nidhi Company; hence paragraph 3(xii) of the Order is not applicable to the company.

13.1 According to the information and explanations given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14.1 During the year company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures, hence paragraph 3(xiv) of the Order is not applicable to the company.

15.1 To the best of our knowledge and belief and according to the information and explanations given to us company has not entered into any non-cash transactions with directors or persons connected with them, hence paragraph 3(xv) of the Order is not applicable to the company.

16.1 To the best of our knowledge and belief and according to the information and explanations given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the Internal Financial Controls Over Financial Reporting of Anjani Portland Cement Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Ramanatham & Rao

Chartered accountants

Firm Registration No.S-2934

C. Kameswara Rao

Partner

Membership No.24363

Place : Chennai

Date : 27th May 2016


Mar 31, 2015

We have audited the accompanying financial statements of Anjani Portland Cement Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("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 statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we further 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;

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

i) The Company has disclosed the impact of pending litigations on its financial position vide Note No. 31 to the financial statements;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of the Company for the year ended on 31st March, 2015. We report that:

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2 As explained to us, the fixed assets have been physically verified by the management in a periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification.

2.1 The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2.2 The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

2.3 The company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

3.1 During the year the company has not granted any loans to parties covered in the register maintained under section 189 of the Act. In respect of loans existing at the beginning of the year the amounts have been fully realised during the year.

4.1 In our opinion and according to the information and explanations given to us, there is an adequate internal control system 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. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5.1 In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder, in respect of the deposits accepted. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6.1 In our opinion and according to the information and explanations given to us, the Company has made and maintained accounts and records prescribed by the Central Government under sub-section (1) of section 148 of the Act.

7.1 According to the information and explanations given to us and the records of the Company examined by us, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, value added tax, service tax, customs duty, excise duty, cess and any other statutory dues as applicable with the appropriate authorities and there were no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

7.2 According to the information and explanations given to us and records of the Company examined by us, particulars of income tax, sales tax, valued added tax, service tax, customs duty, excise duty or cess as at 31st March, 2015 which have not been deposited on account of any dispute pending, are as under:

Name of the Nature of the Amount Statute Dues (Rs. In Lakhs)

Central Excise Act, Excise Duty 180.32 1944

Customs Act, 1962 Customs Duty 89.91

Customs Act, 1962 Customs Duty 16.88

Customs Act, 1962 Customs Duty 9.16

Service Tax CENVAT availed 1.01 on Keyman Insurance premium paid

Service Tax CENVAT availed 2.35 on Keyman Insurance premium paid



Name of the Period to which Forum where dispute is Statute the amount pending relates

Central Excise Act, 2006 to 2010 CESTAT, Bangalore 1944 remanded back to Commissioner, Hyderabad.

Customs Act, 1962 July, Oct & Nov CESTAT, Bangalore 2012

Customs Act, 1962 Nov 2013 & Jan Commissioner of Customs 2014 (Appeals), Vishakapatnam

Customs Act, 1962 Mar 2012 Commissioner of Customs (Appeals), Vishakapatnam

Service Tax 2012 CESTAT, Bangalore



Service Tax 2013 & 2014 Commissioner of Customs, Central Excise & Service Tax (Appeals), Hyderabad

7.3 According to the information and explanations given to us the amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder have been transferred to such fund within time.

8.1 The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year. In the immediately preceding financial year the company has incurred a cash loss of Rs 1323.15 lakhs.

9.1 The Company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

10.1 In respect of guarantees given by the company to banks for loans taken by erstwhile subsidiary company and associate company; in our opinion and as per the information and explanations given to us, the terms of such guarantee are not prejudicial to the interest of the company.

11.1 In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained other than amounts temporarily invested pending utilization of the funds for the intended use.

12.1 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Ramanatham & Rao Chartered accountants Firm Registration No.S-2934

C. Kameswara Rao Partner Membership No.24363 Place : Chennai Date : 28th May 2015


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with general circular 8/2014 dated 4th April 2014 issued by ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

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

2. 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 sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 8/2014 dated 4th April 2014 issued by Ministry of Corporate Affairs;

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

Annexure

Re: Anjani Portland Cement Limited

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

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

b. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The Company has not disposed off any substantial part of its fixed assets during the year.

ii. a. The inventories have been physically verified during the year by the management at reasonable intervals excepting for the material lying with third parties (which have been substantially confirmed). In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories 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 its inventories. The material variances where ever noticed on physical verification of stock has been properly dealt within the books of accounts.

iii. a. The company has granted interest free unsecured loans to six parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2697.68 Lakhs and the year-end balance of loan granted is Rs. 1128.68 Lakhs.

b. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

c. In respect of loans granted by the Company, repayments of principal amount are regular.

d. There are no overdue amounts as at the year end.

e. The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2565.93 lakhs and year-end balance of loans taken is Rs. 2136.37 lakhs.

f. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima - facie prejudicial to the interest of the company.

g. In respect of loan taken by the Company, the repayments of principal amount are regular.

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. Further, on the basis of our examinations and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.

v. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us the company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal of the company.

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

viii. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. In respect of statutory dues:

a. According to the records of the Company, the undisputed statutory due including Provident Fund, Employees State Insurance, Income tax, service tax, excise duty, sales tax and cess have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

b. According to the records of the company and the information and explanations given to us, the following are the particulars of dues on account of Income tax & Excise tax matters that have not been deposited on account of dispute as on 31st March, 2014:

Name of the Nature of Amount to the Period to which the statue Dues extent not paid amount relates (in Lakhs)

Central Excise Excise Duty 180.32 April 2006 to Act, 1944 September 2010

Customs Act, Customs Duty 9.16 2011-12 1962

Name of the Forum where statue dispute is pending

Central Excise Customs, Excise and Act, 1944 Service Tax Appellate Tribunal Bangalore

Customs Act, Commissioner of 1962 Customs (Appeals), Visakhapatnam

x. The Company has no accumulated losses and has incurred cash losses during the financial year and not incurred cash losses in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions & 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 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 and according to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the company has given guarantees for loans taken by its erstwhile subsidiary company and associate company from bank/ financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

xvi. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

xvii. In our opinion and according to the information and explanation given to us and on overall examination of balance sheet of the company, we are of the opinion that there are no funds raised for short term basis that have been used for long term investment.

xviii. During the year, the Company has not made any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix. The Company has not raised any money by way of issue of debentures during the year, hence paragraph (xix) of the order is not applicable to the company.

xx. According to the information and explanations given to us during the year the company has not raised any funds on public issue and hence this clause is not applicable to the company.

xxi. According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For M. Anandam& Co., Chartered Accountants (Firm Regn.No.000125S)

S. Venkateswarlu Partner M. No. 022790

Place: Secunderabad Date: 16th May 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 21 1 of the Companies Act, 1 956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

2. 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 inagreement 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 sub-section (3C) of section 21 1 of the Companies Act, 1 956;

e. On the basis of written representations received from the directors as on March 31, 201 3, and taken on record by the Board of Directors, none of the director is disqualified as on March 31, 201 3, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1 956.

Re: Anjani Portland Cement Limited

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

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

b. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the company is not affected.

ii. a. The inventories have been physically verified during the year by the management at reasonable intervals excepting for the material lying with third parties (which have been substantially confirmed).In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories 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 its inventories. The material variances were ever noticed on physical verification of stock has been properly dealt within the books of accounts.

iii. a. The company has granted interest free unsecured loan to bodies corporate listed in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.1053.60 Lakhs and the year-end balance of loan granted is Rs.453.61 Lakhs.

b. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

c. In respect of loans granted by the Company, repayments of principal amount are regular.

d. There are no overdue amounts as at the year end.

e. The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.376.02 lakhs and yearend balance or loans taken is ''338.99 lakhs.

f. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima ¦-¦ facie prejudicial to the interest of the company.

g. In respect of loan taken by the Company, the repayments of principal amount are regular.

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. Further, on the basis of our examinations and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.

v. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information end explanations given to us the company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A & 58AA of the Companies Act, 1 956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal of the company.

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

viii. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 201 1 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1 956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

xi. In respect of statutory dues :

a. According to the records of the Company, the undisputed statutory due including Provident Fund, Employees State Insurance, Income tax, service tax, excise duty, sales tax and cess have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they become payable except corporate dividend tax of Rs.35.80 lakhs.

b. According to the records of the company and the information and explanations given to us , the following are the particulars of dues on account of Income tax & Excise tax matters that have not been deposited on account of dispute:

Amount to the Period to which Name of the Nature of Forum where extent not paid the amount statue Dues dispute is pending (in Lakhs) relates

Income Tax Act Commissioner (Appeals) Income Tax 83.02 2008-09 1961 Hyderabad

Central Excise April 2006 to Customs, Excise and Excise 180.32 Service Tax Appellate 1944 September 2010 Tribuno Bangore

x. The company has no accumulated losses and has not incurred any cash losses in the financial year and in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions & 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 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 and according to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xv. In our opinion ond according to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiary company and associate company from bank/ financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company

xvi. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

xvii. In our opinion and according to the information and explanation given to us and on overall examination of balance sheet of the company, we are of the opinion that there are no funds raised for short term basis that have been used for long term investment.

xvii. During the year, the Company has not made any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix. The Company has not raised any money by way of issue of Debentures during the year, hence paragraph (xix) of the order is not applicable to the company.

xx. According to the information and explanations given to us during the year the company has not raised any funds on public issue and hence this clause is not applicable to the company.

xxi. According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For M Anandam & Co.,

Chartered Accountants

(Firm Regn. No. 000125S)

S Venkateswarlu Partner

M. No. 022790

Place : Secunderabad

Date : 28th Day, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Anjani Portland Cement Limited, as at 31st March, 201 2, the Profit & Loss Account and the Cash Flow statement for the year ended on that date annexed there to. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above.

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

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of accounts.

d. In our opinion the Bala nee Sheet, statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub- section (3C) of Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the Directors of the Company, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Director disqualified as at 31 st' March, 2012 from being appointed as a Director in terms of Clause (g) of the Sub-Section (1) Section 274 of the Companies Act, 1 956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012

ii. In the case of the statement of Profit & Loss of the Profit of the Company for the year ended on that date; and

iii. In the case of the Cash Flow Statements, of the Cash Flows for the year ended on that date

Annexure referred to in Paragraph 3 of Our Report of even date.

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

b. As explained to us, the management has physically verified some of the fixed assets during the year. As reported to us, there were no discrepancies found during such verification.

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

2.a. The management has conducted physical verification of finished goods, stores and spares and raw materials at reasonable intervals.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate commensurate with the size of the company and nature of its business.

c. As per the explanations given to us, the material variations wherever noticed on physical verification of stocks have been properly dealt with in the books of accounts.

3.a. The company has granted interest free unsecured loans to four parties listed in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.2631.1 Lakhs and the year- end balance of loans granted is Rs.1733.23 Lakhs

b. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

c. In respect of loans granted by the Company, repayments of principal amount are regular.

d. There are no overdue amounts as at the year end.

e. The Company has taken unsecured loans from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.51 Lakhs and the year-end balance of loans taken is Rs.2.64 Lakhs

f. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

g. In respect of loans taken by the Company, the repayments of principal amount are regular.

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 also for the sale of goods. Further, on the basis of our examinations and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.

5.a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1 956, have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us the company is in the process of complying with the directives issued by the Reserve Bank of India, the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no Order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal of the company.

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to Companies (Cost Accounting Records) Rules, 201 1 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1 956 and are of the opinion that prima facie the prescribed cost recores have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete

9. In respect of statutory dues

a. According to the records of the Company, the undisputed statutory dues including Provident Fund, Employees State Insurance, sen/ice tax, excise duty, sales tax and cess have been generally regularly deposited with the appropriate authorities . According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31!t March, 201 2 for a period of more than six months from the date they become payable.

b. According to the records of the company examined, there are no dues of Customs tax, Wealth tax, Excise duty / Cess, except in case of Income tax the details of which are given below:

Name of the Nature of Amount Paid Period to which Forum where statue Dues extent not the amount dispute is paid (in relates pending lakhs)

Income Tax Income Tax 50.09 2007-08 Commissioner Act 1961 (Appeals) Hyderabad

Commissioner Income Tax Income Tax 123.02 2008-09 (Appeals) Act 1961 Hyderabad

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.

1 1. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions & banks.

1 2. 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 and other securities.

13. 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.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. In our opinion and according to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiary company from bank. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16. The company has not raised new term loans during the year. The term loans outstanding were applied for the purposes for which they were taken.

17. According to the information and explanation given to us and on overall examination of balance sheet of the company, we are of the opinion that there are no funds raised for short term basis that have been used for long term investment.

18. During the year, the Company has not made any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1 956.

19. The Company has not raised any money by way of issue of Debentures during the year, hence paragraph (xix) of the order is not applicable to the company.

20. According to the information and explanations given to us during the year the company has not raised any funds on public issue and hence this clause is not applicable to the company.

21. According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For M Anandam & Co.,

Chartered Accountants

(Firm Regn.No.000125S)

MV Ranganath

Partner

M.No.28031


Mar 31, 2011

1. We have audited the attached Balance Sheet of Anjani Portland Cement Limited, as at 31st March, 2011, the Profit & Loss Account and the Cash Flow statement for the year ended on that date annexed there to. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above.

a. We have obtained all the information and explanations, which to the . ,st of our knowledge and belief are necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of accounts.

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

e. On the basis of written representations received from the Directors of the Company, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Director is disqualified as at 31st March, 2011 from being appointed as a Director in terms of Clause (g) of the Sub-Section (1) 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 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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011

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

iii. In the case of the Cash Flow Statements, of the Cash Flows for the year ended on that date

Annexure referred to in Paragraph 3 of Our Report of even date.

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

b. As explained to us, the management has physically verified some of the fixed assets during the year. As reported to us, there were no discrepancies found during such verification.

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

2.

a. The management has conducted physical verification of finished goods, stores and spares and raw materials at reasonable intervals.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate commensurate with the size of the company and nature of its business.

c. As per the explanations given to us, the material variations wherever noticed on physical verification of stocks have been properly dealt with in the books of accounts.

3.

a. The company has granted interest free unsecured loans to three parties listed in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 802.97 Lakhs and the year- end balance of loans granted is Rs. 591.47 Lakhs

b. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

c. In respect of loans granted by the Company, repayments of principal amount are regular.

d. There are no overdue amounts as at the year end.

e. The Company has taken unsecured loans from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 80 Lakhs and the year-end balance of loans taken is Rs. 7 Lakhs

f. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

g. In respect of loans taken by the Company, the repayments of principal amount are regular.

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 also for the sale of goods. Further, on the basis of our examinations and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.

5.

a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b. In our opinion and according of the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us the company is in the process of complying with the directives issued by the Reserve Bank of India, the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no Order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal of the company.

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. We are informed that, the company is in the process of compiling the cost records as prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. In respect of statutory dues

a. According to the records of the Company, the undisputed statutory dues including Provident Fund, Employees State Insurance, service tax, excise duty, sales tax and cess have been generally regularly deposited with the appropriate authorities . According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31s' March, 2011 for a period of more than six months from the date they become payable.

b. According to the records of the company examined, there are no dues of Customs tax, Wealth tax, Excise duty / Cess, except in case of Income tax the details of which are given below:

Amount to the Name of the Nature of Period to which the Forum where extent not paid ( in statue Dues amount relates dispute is pending Lakhs)

Commissioner Income Tax Income Tax 79.02 2007-08 (Appeals) Act 1961 Hyderabad

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 our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions & banks.

12. 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 and other securities.

13. 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.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has raised new term loans during the year. The term loans outstanding were applied for the purposes for which they were taken.

17. As per the information and explanations given to us, we are of the opinion that the Company has not utilized any short-term sources towards long-term investments.

18. During the year, the Company has not made any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not raised any money by way of issue of Debentures during the year, hence paragraph (xix) of the order is not applicable to the company.

20. According to the information and explanations given to us during the year the company has not raised any funds on public issue and hence this clause is not applicable to the company.

21. According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit.



For M.Anandam & Co.,

Chartered Accountants

(Firm Regn.No.000125S)

M.V.Ranganath

Partner

M.No.28031

Place: Hyderabad

Date: 04.08.2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Anjani Portland Cement Limited, as at 31st March, 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed there to. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above.

a) We have obtained all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Profit & Loss Account and Balance Sheet and Cash Flow Statements dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956

e) On the basis of written representations received from the Directors of the Company, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as at 31st March, 2010 from being appointed as a Director in terms of Clause (g) of the Sub-Section (1) 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 ac- counts 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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

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

iii) In the case of the Cash Flow Statements, of the Cash Flows for the year ended on that date.

Annexure Referred to in Paragraph 3 of our Report of even date.

1) a. The company has compiled the fixed assets register showing full particulars including quantitative details, location and value of fixed assets.

b. As explained to us, the management has physically verified some of the fixed assets during the year. As reported to us, there were no discrepancies found during such verification.

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

2) a. The management has conducted physical verification of finished goods, stores and spares and

raw materials at reasonable intervals.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate commensurate with the size of the company and nature of its business.

c. As per the explanations given to us, the material variations wherever noticed on physical verification of stocks have been properly dealt with in the books of accounts.

3. a. The company has not granted any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 195S. As the company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under section 301 of the Companies Act, 1956, paragraphs (iii) (a), (b), (c) and (d) of the order, are not applicable.

b. The Company has taken an unsecured loan of Rs. 105 Lakhs during the year and repaid the same from a party listed in the Register maintained under Section 301 of the Companies Act, 1956.

c. In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not primafacie prejudicial to the interest of the company.

d. In respect of loans taken by the Company, the interest and repayments of principal amount are regular.

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 also for the sale of goods. Further, on the basis of our examinations and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.

5) a. According to the information and explanations given to us, we are of the opinion that the

transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956, have been so entered.

b. In our opinion and according to the information and explanations given to us, the company has not entered into contracts or arrangement exceeding Rs. five Lakhs in value with the companies in which the directors are interested as listed in the Register maintained under Section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us, the company is in the process of complying with the directives issued by the Reserve Bank of India, the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no Order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal of the Company.

7) In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8) We are informed that, the company is in the process of compiling the cost records as prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9) In respect of statutory dues :

a. According to the records of the Company, the undisputed statutory dues including Provident Fund, Employees State Insurance, service tax, excise duty, sales tax and cess have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable.

b. According to the records of the company examined, there are no dues of customs tax, Wealth tax, Excise duty / Cess, except in case of Sales tax (i.e., AP VAT), the details are given below :

Name of the Amount to the Period to which Forum where

Statue Nature of dues extent Not Paid the amount dispute is

(in Lacs) relates pending

A.P. VAT

Act, Input Credit Claim 1000 2005,06 AP High Court 2005

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 our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions & banks.

12) 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 and other securities.

13) 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.

14) In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15) In our opinion and according to the information and explanations given to us, the company he not given any guarantee for loans taken by others from bank or financial institutions.

16) The company has raised new term loans during the year. The term loans outstanding were applie for the purposes for which they were taken.

17) As per the information and explanations given to us, we are of the opinion that the Company ha not utilized any short-term sources towards long-term investments.

18) During the year, the Company has not made any preferential allotment of shares to the partie and companies covered in the register maintained under Section 301 of the Companies Ac 1956.

19) The Company has not raised any money by way of issue of Debentures during the year; henc paragraph (xix) of the order is not applicable to the Company.

20) According to the information and explanations given to us during the year the company has nc raised any funds on public issue and hence this clause is not applicable to the company.

21) According to the information and explanations given to us no fraud on or by the company ha; been noticed or reported during the course of our audit.



For M. ANANDAM & CO.,

Chartered Accountants,

(Firm Reg. No. 000125S)



M.V. Ranganath

Place: Hyderabad Partner

Date : 12.08.2010 M.No. 28031

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