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Auditor Report of India Cements Capital Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of India Cements Capital Limited (The company), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements 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 and presentation 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. While conducting the 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 disclosures in the financial statements. The procedures selected depend on the auditors 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 operating effectiveness of such control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's 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 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, 2015.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2015 (The Ordered) issued by the Central Government of India in terms of sub-section (11) section 143 of the Companies Act, 2013, 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 Companies Act, 2013, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under the Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

The Annexure referred to in our Independent Auditors Report to the members of the Company on the financial statements for the year ended 31st March 2015, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner at reasonable intervals by the management. According to the information and explanations given to us, no material discrepancies where observed by the management on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company is a service company. Thus, paragraph 3(ii) of the Order is not applicable.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted loans unsecured to a body corporate covered in the register maintained under section 189 of the Companies Act, 2013.

(a) In the case of the loans granted to the body corporate listed in the register maintained under section 189 of the Act. The terms of arrangements do not stipulate any payment of interest and the loans are repayable on demand and hence there is no repayment schedule. Accordingly, paragraph 3(iii)(a) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the body corporate listed in the register maintained under Section 189 of the Act.

(iv) 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 with regard to purchase of fixed assets and the sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed maintenance of cost records under Section 148 (1) of the Companies Act, 2013 for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amount deducted or accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income-Tax, Sales Tax, duty of customs, Wealth Tax, Service Tax, Value Added Tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, Cess and other material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax and Service Tax have not been deposited by the Company on account of disputes:

Name of Nature of the Forum where disputes Period to Amount Statute dues are pending which they Rs, in lakhs amount relates

Finance Act, Service Tax Commissioner of Customs, 2003-2004 to 3.47 1994 Excise and Service 2007-2008 Tax Appellate Tribunal, Chennai

Income Tax Income Tax Commissioner of Income Tax AY 2004-2005 23.94 Act,1961 (Appeals)

(c) Since, there is no amount required to be transferred to investor education and protection fund, this sub clause is not applicable.

(viii) The accumulated losses at the end of the financial year are not more than fifty percent of the net worth. The Company has not incurred cash losses in the financial year and also in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to Financial Institutions, Banks or Debenture Holders during the year.

(x) According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions, therefore this clause is not applicable.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s. S. VISWANATHAN

Chartered Accountants

New No.17, Bishop Wallers Avenue (West) Regn.No.004770S

C.I.T Colony, Mylapore, Chennai - 600 004. CHELLA K SRINIVASAN

Partner

Date: 29th May, 2015 Membership No. 023305


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (Act) and in accordance with the Accounting Principles generally accepted in India. 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 judgement, 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 experssing 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 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 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 subsection (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in Paragraph 1 of our Report on Other Legal and Regulatory Requirements section 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) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) Since the disposal of fixed assets during the year is not substantial, the preparation of financial statements on a going concern basis is not affected on this account.

(ii) Since the Company is a finance company, the provisions of this clause are not applicable to the company.

(iii) (a) The Company has not granted loans to any party covered in the register maintained under section 301 of the Act. Hence clause iii(b) to iii(d) are not applicable

(e) The company has taken loans and advances from two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 2.34 crores and the year end balance aggregates to Rs. 1.74 crores.

(f) In our opinion and according to the information and explanations provided to us, the terms and conditions on which such loans and advances are taken, are not prima facie prejudicial to the interest of the company. However, no interest has been charged on the above loans.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and the sale of services. During the course of our audit no major weakness has been noticed in the internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations

provided by the management, we are of the opinion that the transactions or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

b) In our opinion and according to the information and explanations given to us, transactions entered in the register maintained under Section 301 of the Act and exceeding the value by rupees five lakhs during the year in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India, provisions of Sections 58A and 58AA of the Companies Act, 1956 and all other relevant provisions of the Companies Act, 1956, with regard to the deposits accepted from the public. The Company has not accepted any deposit from public during the financial year.

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

(viii) The provisions of this clause are not applicable to the Company.

(ix) (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-tax, Cess and other statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, Sales-tax, Wealth-tax and Cess were in arrears as at 31st March 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2014 on account of disputes are given below:

Name of Statute Nature of the dues Forum where disputes are pending

Finance Act, Service Tax Commissioner of Customs, 1994 Excise and Service Tax, Appellate Tribunal, Chennai

Income Tax Income Tax Commissioner of Income Tax Act,1961 (Appeals)

Name of Statute Period to which the Amount in lakhs amount relates

Finance Act, 1994 2003-2004 to 2007-2008 3.47

Income Tax Act.1961 AY 2004-2005 23.94

(d) The Income Tax demand of Rs. 25.80 crores relating to the Financial Year 2005-06, raised in December 2011 has been nullified by the Commissioner of Income Tax (Appeals) in his order dated 25/05/2012, however, the Department has gone on appeal before the ITAT.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of the networth. The Company has not incurred any cash losses in the current financial year and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a Financial Institution, Bank or Debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi or a mutual fund society.Therefore, the provisions of sub-para (xiii) of para 4 of the Order are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities and debentures .Hence, the provisions of this clause are not applicable to the company.

(xv) The company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

(xvi) No term loans were raised by the Company.

(xvii) No funds raised on short term basis have been used for long term investments.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) The Company has not issued any debentures.

(xx) No public issue has been made by the Company.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s.S. VISWANATHAN Chartered Accountants Regn.No.004770S

New No.17 (Old 8-A), Bishop Wallers CHELLA K SRINIVASAN Avenue (West) Mylapore, Partner Chennai - 600 004. Membership No. 023305

Date: 26th May, 2014


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of India Cements Capital Limited, which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Row Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. 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. 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.

3. 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.

4. Opinion

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

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.

5. Report on Other Legal and Regulatory Requirements

1. 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.

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;

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.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 5.1 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) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any substantial part of the Fixed Assets affecting it as a going concern.

2. a) The following are the particulars of secured and unsecured loans granted by the company to parties covered in the register maintained under Section 301 of the Companies Act, 1956 :

Relationship Opening with Balance as SL. company of 1st April, Name of the Party 2012 No. Rs.

1 India Cements Investment Subsidiary (15346609) Services Ltd

2 SwastikForex Associate (427942) Firm

3 The India Cements Ltd Associate (155021266)

4 Coromandel Sugars Ltd Associate (74405000)

5 ICL Securities Ltd Associate (71150000)

6 ICL Financial Services Associate (71150000) Ltd

7 Unique Receivable Associate 445563698 Management Pvt Ltd.

Nett Closing disbursements/ Balance (receipts) as of 31st during the year March,2013 2012-2013 (exclusive of Rs. all provisions) Rs.

1738573 (13608036)

(98045) (525987)

(7386321) (162407587)

(3032489) (77437489)

0 (71150000)

0 (71150000)

11551660 457115358

b) In our opinion the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the company.

c) Reasonable steps have been taken by the Company for recovery of the principal and interest in cases where the overdue amount is more than rupees one lakh.

d) The Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 except as ascertained in Clause 2 (a).

3. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal controls.

4. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. 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, provisions of Sections 58A and 58AA of the Companies Act, 1956 and all other relevant provisions of the Companies Act, 1956, with regard to the deposits accepted from the public.

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

7. a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, cess and other statutory dues applicable to it and there are no disputed amounts payable in respect of income-tax, wealth-tax, service tax, sales-tax, were outstanding, as at 31.03.2013 for a period of more than six months from the date of they became payable.

b) According to the records of the company, there are no dues of sales tax/wealth-tax/cess which have not been deposited on account of any dispute. However service tax has not been remitted as an appeal is pending before the Commissioner of Customs, Excise and Service Tax, Appellate Tribunal, Chennai, in respect of the years 2003-04 to 2007-08 Rs.3.47 lakhs.

c) Similarly income-tax has not been remitted to the tune of Rs.23.94 lakhs, as appeals is pending before the Commissioner of Income Tax (Appeals) in respect of Assessment year 2004-05. The Income Tax demand of Rs. 25.80 crores relating to the Financial Year 2005-06, raised in December 2011 has been nullified by the Commissioner of Income Tax (Appeals) in his order dated 25/05/2012, however, the Department has gone on appeal before the ITAT.

8. The accumulated losses at the end of the financial year are not more than fifty percent of the net worth. The Company has incurred cash profit in the current financial year and has incurred cash Profit in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. The company has not given any guarantee for loans taken by others from bank or financial institutions.

12. No term loans raised by the Company.

13. No funds raised on short term basis have been used for long term investments.

14. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

15. The Company has not issued any debentures.

16. No public issue has been made by the Company.

17. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

18. Clause ii, viii, xiii and xiv of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.



ForM/s.S.VISWANATHAN Chartered Accountants Regn.No.004770S

New No.17 (Old 8-A), Bishop Wallers Avenue (West) CHELLA K SRINIVASAN Mylapore, Chennai - 600 004. Partner Date: 20th May, 2013 Membership No. 023305


Mar 31, 2012

1. We have audited the attached balance sheet of India Cements Capital Limited, as at 31st March 2012 and also the Statement of Profit and Loss 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 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 as amended by the Companies (Auditors' Report) Amendment Order 2004 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.

4. 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, Statement of Profit and Loss and cash flow statement dealt with by this report are in agreement with the Books of Account;

iv. In our opinion, the Balance Sheet, Statement of Profit and 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;

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 are 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 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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012 and

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

1. a) The Company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets.

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any substantial part of the Fixed Assets affecting it as a going concern.

2. a) The following are the particulars of secured and unsecured loans granted by the company to parties covered in the register maintained under Section 301 of the Companies Act, 1956 :

opening nett closing disburse balance Relation Balance ment/ as of 31 ship as of 1 receipt March name of the with st April during 2012 party Company 2011 the year (exclusive sl 2011- of all No 2012 Provision Rs Rs Rs 1. India Cements Investment Services Ltd Subsidiary (15910606) 563997 (15346609)

2. Swastik Forex Associate (195419) (232523) (427942) Firm

3. The India Cements Ltd. Associate (158969390) 3948124 (155021266)

4. Coromandel Sugars Ltd. Associate (69405000) (5000000) (74405000)

5. ICL Securities Ltd. Associate (71150000) 0 (71150000)

6. ICL Financial Services Ltd. Associate (71150000) 0 (71150000)

7. Unique Receivable Management Pvt. Ltd. Associate 449001765 (3438067) 445563698

b) In our opinion the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the company.

c) Reasonable steps have been taken by the Company for recovery of the principal and interest in cases where the overdue amount is more than rupees one lakh.

d) The Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 except as ascertained in Clause 2 (a).

3. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal controls.

4. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. In 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, provisions of Sections 58A and 58AA of the Companies A -1,1956 and all other relevant provisions of the Companies Act, 1956, with regard to the deposits accepted form the public.

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

7. a) According to th#: records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, cess and other statutory dues applicable to it and there are no undisputed amounts payable in respect of income-tax, wealth-tax, service tax, sales-tax, were outstanding, as at 31.03.2012 for a period of more than six months from the date of they became payable.

b) According to the records of the company, there are no dues of sales tax/wealth-tax/cess which have not been deposited on account of any dispute. However service tax has not been remitted as an appeal is pending before the Commissioner of Customs, Excise and Service Tax, Appellate Tribunal, Chennai,in respect of the year 2003-04 to 2007-08 Rs.3.47 lakhs.

c) Similarly inco , .as not been remitted to thy June of Rs.23.94 lakhs, as appeals is pending before the Commissioner ncome Tax (Appeals) in t of Assessment year 2004-05.

8. The accumulated losses at the end of the financial year are not more than fifty percent of the net worth. The Company has incurred cash profit in the current financial year and has incurred cash Profit in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. The company has not given any guarantee for loans taken by others from bank or financial institutions.

12. No term loans raised by the Company.

13. No funds raised on short term basis have been used for long term investments.

14. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

15. The Company has not issued any debentures.

16. No public issue has been made by the Company.

17. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit except as mentioned in SI.No. II.J of Notes on Accounts.

18. Clause ii, viii, xiii and xiv of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

For M/s. S. VISWANATHAN Chartered Accountants Regn. No. 004770S

New No.17 (Old 8-A), Bishop Wallers Avenue (West), CHELLA K SRINIVASAN

Mylapore, Chennai - 600 004. Partner

Date : 25th April, 2012. Membership No. 023305


Mar 31, 2010

1. We have audited the attached balance sheet of India Cements Capital Limited, as at 31st March 2010 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 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 as amended by the Companies (Auditors Report) Amendment Order 2004 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.

4. 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 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 are disqualified as on 31st 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 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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010 and

(b) in the case of 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.

ANNEXURE TO THE AUDITORS REPORT (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) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any substantial part of the Fixed Assets, which is affecting the going concern.

2. a) The following are the particulars of secured and unsecured loans granted by the company to parties covered in the register maintained under Section 301 of the Companies Act, 1956 :

Relationship Opening Nett disbur- Closing Sl. No. Name of the Party with company Balance sements / Balance as of as of (receipts) 31st March, 2010 1st April, during the (exclusive of all 2009 year 2009- 2010 provisions) Rs. Rs. Rs.

1 India Cements Investment Subsidiary 186425 (17162839> (16976414) Services Ltd

2 Swastik Forex Associate 120783 (204070) (83287)

b) In our opinion the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the company.

c) Outstanding related party balances are not "OVERDUE IN NATURE" since they partake the character of running current accounts.

d) Reasonable steps have been taken by the Company for recovery of the principal and interest in cases where the overdue amount is more than rupees one lakh.

e) The Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 except as mention in clause 2(a).

3. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal controls.

4. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. 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, provisions of Sections 58A and 58AA of the Companies Act, 1956 and all other relevant provisions of the Companies Act, 1956, with regard to the deposits accepted from the public.

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

7. a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, sales- tax, wealth-tax, cess and other statutory dues applicable to it and there are no undisputed amounts payable in respect of income-tax, wealth-tax, service tax, sales-tax, were outstanding, as at 31.03.2010 for a period of more than six months from the date of they became payable.

b) According to the records of the company, there are no dues of sales tax/wealth-tax/cess which have not been deposited on account of any dispute. However service tax has not been remitted as an appeal is pending before the Commisioner of Central Excise (Appeals) in respect of the following years:

YEAR AMOUNT.Rs.

2003-04 59454.00

2004-05 76991.00

2005-06 101241.00

2006-07 164067.00

2007-08 93200.00

TOTAL 494953.00

c) Similarly Income-Tax has not been remitted to the tune of Rs.23.94 lakhs as an appeal is pending before the Commisioner of Income Tax (Appeals) in respect of Assessment year 2004-2005.

8. The accumulated loss at the end of the financial year are not more than fifty percent of the net worth. The Company has incurred cash profit in the current financial year and has incurred cash loss in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. The company has not given any guarantee for loans taken by others from bank or financial institutions.

12. No term loan was raised by the Company.

13. No funds raised on short term basis have been used for long term investments.

14. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

15. The Company has not issued any debentures.

16. No public issue has been made by the Company.

17. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

18. Clause ii, viii, xiii and xiv of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

For M/s. S. VISWANATHAN Chartered Accountants

Regn. No.004770S

New No. 17 (Old 8-A), Bishop Wallers Avenue (West) CHELLA K. SRINIVASAN

Mylapore, Chennai - 600 004. Partner

Date: 28th May, 2010 Membership No. 23305

 
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