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Auditor Report of Mangalam Cement Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Mangalam Cement Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, 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 STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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 standalone 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 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 control system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, 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, 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 standalone 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 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.

(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 in its financial statements (Refer Note 29 (B3) to the financial statements).

ii. The Company has made provision as required under the applicable law or accounting standards for material foreseeable losses, if any, on long term contracts including derivative contracts.

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 Independent Auditors' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" 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) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification;

ii. (a) As explained to us, the inventories of the Company at all its locations (except stocks lying with third parties and in transit) have been physically verified by the management at reasonable intervals;

(b) The procedures for 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) On the basis of our examination, we are of the opinion that, the Company is maintaining proper records of inventory. The discrepancies which were noticed on physical verification of inventory as compared to book records were not material;

iii. (a) As informed to us, the Company has granted unsecured loan to a Company covered in the Register maintained under section 189 of the Companies Act, 2013 and there is no overdue amount in respect of principal, but interest thereon is in arrear.

(b) As informed to us, there is no overdue amount in respect of such loans granted by the Company and the Company has taken reasonable steps for recovery of interest.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has not taken any deposit from public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that, prima-facie, prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

vii. (a) According to the information and explanations and records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. There are no arrears of outstanding statutory dues for a period of more than six months from the date they became payable as on 31st March, 2015;

(b) According to the records and information and explanations given to us, there are no dues in respect of custom duty and wealth tax that have not been deposited on account of any dispute. In our opinion and according to the information and explanations given to us, the dues in respect of income tax, sales tax, service tax, excise duty, value added tax or cess that have not been deposited with the appropriate authority on account of dispute and the forum where the dispute is pending are given below:

Amount Period to which the Name of Statute Nature of Dues in Lacs) amount related

Central Excise Act Cenvat 1.40 Various matters, from 1995 to 1997

229.98 Various matters, from 1997 to 2009

28.18 Various matters, from 2006 to 2011

856.08 Various matters, 2012-13

37.11 2013-14

9.52 Nov 2013

0.52 2013-14

Excise Duty 6.31 Various matters, from 1999 to 2009

196.83 2013-14

68.16 Various matters, from 2010

1800.91 Various matters, from 2008 to 2013

17.72 2013-2014

33.07 2011-12

6.42 Various matters, from 2008 to 2010

Income Tax Act Income Tax 1.06 AY 2009-10

516.54 AY 2012-13

Name of Statute Forum where matter is pending

Central Excise Act Rajasthan High Court

CESTAT. New Delhi

Commissioner (Appeals)

Commissioner

Joint Commissioner

Deputy Commissioner

Superintendent, Kota

CESTAT. New Delhi

Commissioner (A)

Chief Commissioner

Commissioner

Joint Commissioner

Addl. Commissioner

Asst. Commissioner

Income Tax Act CIT (Appeals)

CIT (Appeals)

Amount Period to which the Name of Statute Nature of Dues in Lacs) amount related

Sales Tax (M.P.) Disallowance of credit 0.24 2002-03 notes

Disallowance of credit 4.80 2012-13 notes

Sales Tax

(Rajasthan) Rajasthan incentive 4161.84 2003-08

RVAT 2.00 2006-08

RVAT 11.28 2012-13

Sales Tax (U.P) U.P. VAT/CST 0.88 2010-11

Service Tax Service Tax 48.79 1997-98

341.82 Various matters from 2005 to 2013

1065.02 2012-13

10.05 Various matters from 2007 to 2012

14.61 2013

4.39 2011-12

0.39 2012-13

Entry Tax (U.P.) Entry Tax 157.83 Various matters from 2007 to 2010

137.29 Various matters from 2007 to 2009

Land Tax (Rajas Land tax 1255.31 Various matters from than) 2006 to 2013

Government of Environment and Health 756.22 2008 to 2015 Rajasthan Cess Government of Entry Tax 503.83 2010 to 2015 Rajasthan 85.67 2012-13

Name of Statute Forum where matter is pending

Sales Tax (M.P) Tax Board, M.P.

Tax Board, M.P.

Sales Tax

(Rajasthan) RTB, Ajmer

RTB, Ajmer

Appellate Authority, Jaipur

Sales Tax (U.P) Appellate Authority, GZB.

Rajasthan High Court CESTAT. New Delhi

Commissioner, Udaipur

Commissioner (Appeals)

Addl. Commissioner

Asst. Commissioner

Superintendent, Kota

Entry Tax U.P. Supreme Court

Appellate Authority, GZB

Land Tax Rajasthan Supreme Court (appeal filed by Federation of mining association of Rajasthan)

Government of Rajasthan Rajasthan High Court

Government of Rajasthan Supreme Court

Appellate Authority, Jaipur

(c) According to the records and information and explanation given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provision of the Companies Act, 1956 and rules made thereunder has been transferred to such fund within time.

viii. There was no accumulated loss at the end of year. The Company has not incurred cash losses during current financial year and immediately preceding financial year.

ix. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

x. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

xi. In our opinion, the term loans have been applied for the purpose for which the loans were obtained.

xii. Based upon the audit procedure performed and the information and explanations given to us, we report that no fraud on or by the Company, has been noticed or reported during the course of our audit.



For Jain Pramod Jain & Co. Chartered Accountants (Firm's Registration Number 016746 N)

(P.K. Jain) Place: New Delhi Partner Date : May 04, 2015 Membership No. 010479


Mar 31, 2014

We have audited the accompanying financial statements of Mangalam Cement Limited ("the Company"), which comprise the Balance Sheet as at 31st Inarch, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year 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 fairview of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified underthe Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 issued by the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' 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 Companies Act, 1956

("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 31st Inarch, 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 ("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 notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

Annexure to Independent Auditors7 Report

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

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

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification;

(c) The Company has not disposed off any substantial part of its fixed assets;

ii. (a) As explained to us, the inventories of the Company at all its locations (except stocks lying with third parties and in transit) have been physically verified by the management at reasonable intervals;

(b) The procedures for 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) On the basis of our examination, we are of the opinion that, the Company is maintaining proper records of inventory. The discrepancies which were noticed on physical verification of inventory as compared to book records were not material;

iii. (a) As informed to us, the Company has given unsecured loan to a Company covered in the Register maintained under section 301 of the Companies Act, 1956. The year end balance of such loan isRs. 360 lacs (maximum balance outstanding during the yearRs. 360 lacs).

(b) Rate of interest and other terms and conditions of the loan given by the Company are not prima facie prejudicial to the interest of the Company.

(c) The parties have repaid the principal amount and have also been regular in the payment of interest to the Company.

(d) No amount of such loan is overdue for recovery.

(e) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act, hence our comments on para iii(a) to iii(d) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

v. (a) On the basis of the audit procedures performed by us, and according to the information and explanations and representations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section;

(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 Act and exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at that relevant time;

vi. In our opinion and according to the information and explanations given to us, the Company has not taken any deposit from public as referred in section 58A and 58AA of the Companies Act 1956 and the rules framed thereunder;

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 books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 in respect of the Company''s products to which the said rules are made applicable, and are of the opinion that, prima- facie, prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete;

ix. (a) According to the information and explanations and records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date it became payable as on 31st Inarch, 2014;

(b) According the records and information and explanations given to us, there are no dues in respect of custom duty and wealth tax that have not been deposited on account of any dispute. In our opinion and according to the information and explanations given to us, the dues in respect of sales tax, service tax, cess, excise duty and income tax that have not been deposited with the appropriate authority on account of dispute and the forum where the dispute is pending are given below:

Name of Statute Nature of Dues Amount (Rs in lacs) Central Excise Act Cenvat 1.40

234.24

28.18

226.40

Excise Duty 7.20

216.16

68.15

21.74

6.42

2472.69

IncomeTaxAct Income Tax 1.14

798.68

Sales Tax (M.P.) Disallowance of 0.24 credit notes

Sales Tax (Rajasthan) Sales Tax 4852.98

Central Sales Tax Act Central Sales Tax 1021.91

Service Tax Service Tax 48.79

678.98

805.55

10.46

14.61

0,23

Entry Tax (U.P.) Entry Tax 157.83

Land Tax (Rajasthan) Land tax 1495.41 Government of Environment and 507.78 Rajasthan Health Cess

Government of Entry Tax 564.47 Rajasthan

Period to which the amount related Forum where matter is pending

Various matters, from 1995 to 1997 Rajasthan High Court

Various matters, from 1997 to 2009 CESTAT.New Delhi

Various matters, from 2006 to 2010 Commissioner (Appeals)

Various matters, from 2013 Commissioner

Various matters, from 1997 to 2001 Rajasthan High Court

Various matters, from 1999 to 2009 CESTAT.New Delhi

Various matters, from 2010 to 2013 Chief Commissioner

October 2011 to March 2012 Addl. Commissioner

Various matters, from 2008 to 2010 Asst.Commissioner

Various matters, from 2008 to 2013 Commissioner

A.Y. 1992-93 High Court, Jaipur (appeal filed by Department)

Various matters, from A.Y. 2008-2009 CIT (Appeals) to 2011-2012

Various matters, from 2001 to 2003 Tax Board, M.P.

Various matters, from 2003 to 2008 Assessing Authority

2003-2008 Assessing Authority

November 1997 to June 1998 Rajasthan High Court

Various matters, from 2005 to 2012 CESTAT.New Delhi

2012-2013 Commissioner

Various matters, from 2007 to 2012 Commissioner (Appeals)

2013 Addl. Commissioner

2012-2013 Superintendent

Various matters, from 2007 to 2010 Supreme Court

Various matters, from 2006 to 2013 Supreme Court (appeal filed by Federation of mining association of Rajasthan

2008 to 2014 Rajasthan High Court

2010 to 2014 Rajasthan High Court

x. There was no accumulated loss at the end of year. The Company has not incurred cash losses during current financial year and immediately preceding financial year;

xi. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders;

xii. According to information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and any other securities;

xiii. The Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company;

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions;

xvi. In our opinion, the term loans have been applied for the purpose for which they were raised;

xvii. According to the information and explanations given to us and on overall examination of the Balance Sheet of the

Company, we report that no funds raised on short term basis have been used for long term investment.

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. On the basis of the records made available to us, the Company has not issued any debentures during the period;

xx. The Company has not raised any money by public issue, during the year;

xxi. Based upon the audit procedure performed and the information and explanations given to us, we report that no fraud on or by the Company, has been noticed or reported during the course of our audit.

For Jain Pramod Jain & Co. Chartered Accountants Firm''s Registration Number: 016746 N

(P.K. Jain) Place: Kolkata Partner Date : 13th May, 2014 Membership No. 010479


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

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

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

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification;

(c) The Company has not disposed off any substantial part of its fixed assets;

ii. (a) As explained to us, the inventories of the Company at all its locations (except stocks lying with third parties and in transit) have been physically verified by the management at reasonable intervals;

(b) The procedures for 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) On the basis of our examination, we are of the opinion that, the Company is maintaining proper records of inventory. The discrepancies which were noticed on physical verification of inventory as compared to book records were not material;

iii. (a) The company has not granted any loans, secured or unsecured to Companies, firm or other parties covered in the register maintained under section 301 of the Companies Act except unsecured loan to Mangalam Timber Products Ltd. and maximum amount involved during the year was Rs. 30 crores and yearend balance is Nil.

(b) Rate of interest and other terms and conditions of the loan given by the company are not prima facie prejudicial to the interest of the Company.

(c) The parties have repaid the principal amount and have also been regular in the payment of interest to the company.

(d) No amount of such loan is overdue for recovery.

(e) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act, hence our comments on para iii(e) to iii(g) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

v. (a) On the basis of the audit procedures performed by us, and according to the information and explanations and representations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section;

(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 Act and exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at that relevant time;

vi. In our opinion and according to the information and explanations given to us, the Company has not taken any deposit from public as referred in Section 58A and 58AA of the Companies Act 1956 and the rules framed thereunder;

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 books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company''s products to which the said rules are made applicable, and are of the opinion that, prima-facie, prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete;

ix. (a) According to the information and explanations and records of the Company, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date it became payable as on 31st March, 2013;

x. There was no accumulated loss at the end of year. The Company has not incurred cash losses during current financial year and immediately preceding financial year;

xi. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders;

xii. According to information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and any other securities;

xiii. The Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company;

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company;

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions;

xvi. In our opinion, the term loans have been applied for the purpose for which they were raised;

xvii. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company,

we report that no funds raised on short term basis have been used for long term investment;

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. On the basis of the records made available to us, the Company has not issued any debentures during the period;

xx. The Company has not raised any money by public issue, during the year;

xxi. Based upon the audit procedure performed and the information and explanations given to us, we report that no fraud on or by the Company, has been noticed or reported during the course of our audit.

For Jain Pramod Jain & Co.

Chartered Accountants

Firm''s Registration Number: 016746 N

(P.K. Jain)

Place: New Delhi Partner

Date: 2nd May, 2013 Membership No. 010479


Mar 31, 2012

We have audited the attached Balance Sheet of MANGALAM CEMENT LIMITED, as at 31st March, 2012, the annexed Statement of Profit and Loss for the year ended on that date, and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred in paragraph 1 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 purposes 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, Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards as referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representation received from the Directors and taken on record by the Board of Directors of the Company we report that none of the Directors of the Company is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with other notes thereon give the information required by the Companies Act 1956, in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012;

(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.

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

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification;

(c) The Company has not disposed off any substantial part of its fixed assets;

ii. (a) As explained to us, the inventories of the Company at all its locations (except stocks lying with third parties and in transit) have been physically verified by the management at reasonable intervals;

(b) The procedures for 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) On the basis of our examination, we are of the opinion that, the Company is maintaining proper records of inventory. The discrepancies which were noticed on physical verification of inventory as compared to book records were not material;

iii. (a) The company has not granted any loans, secured or unsecured to Companies, firm or other parties covered in the register maintained under section 301 of the Companies Act except unsecured loan to Mangalam Timber Products Ltd. and maximum amount involved during the year was Rs. 30 Crores.

(b) Rate of interest and other terms and conditions of the loan given by the company are not prima facie prejudicial to the interest of the Company.

(c) Such loan is repayable on demand and interest aggregating to Rs. 299.76 lacs has been debited to their account.

(d) No amount of such loan is overdue for recovery.

(e) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act, hence our comments on para iii(e) to iii(g) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

v. (a) On the basis of the audit procedures performed by us, and according to the information and explanations and representations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section;

(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 Act and exceeding the value of Rs 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at that relevant time;

vi. In our opinion and according to the information and explanations given to us, the Company has not taken any deposit from public as referred in Section 58A and 58AA of the Companies Act 1956 and the rules framed thereunder;

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 books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)

(d) of the Companies Act, 1956 in respect of the Company's products to which the said rules are made applicable, and are of the opinion that, prima-facie, prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete;

ix. (a) According to the information and explanations and records of the Company, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date it became payable as on 31st March, 2012;

(b) According the records and information and explanations given to us, there are no dues in respect of custom duty, wealth tax and cess that have not been deposited on account of any dispute. In our opinion and according to the information and explanations given to us, the dues in respect of sales tax, service tax, excise duty and income tax that have not been deposited with the appropriate authority on account of dispute and the forum where the dispute is pending are given below:

Name of Statute Nature of Dues Amount in Lacs

Central Excise Act Cenvat 8.70

245.94

32.14

6.23

Excise Duty 7.20

216.16

31.90

6.42

Income Tax Act Income Tax 1.14

3.34

49.80

Sales Tax (M.P.) Disallowance of 2.68 credit notes

Central Sales Tax Central Sales Tax 686.28 Act

Service Tax Service Tax 48.79

364.90

57.49

49.12

113.58

11.94

Entry Tax (U.P.) Entry Tax 88.34 Land Tax Land tax 1300.85 (Rajasthan)

Government of Environment and 235.36 Rajasthan Health Cess

Name of Statute Period to which the amount Forum where matter is related pending

Central Excise Act Various matters, from 1995 to 1997 High Court, Jaipur

Various matters, from 1997 to 2010 CESTAT, New Delhi

Various matters, from 1995 to 2009 Commissioner (Appeals)

Various matters, from 2009 to 2011 Asst. Commissioner

Various matters, from 1997 to 2001 High Court, Jaipur

Various matters, from 1999 to 2009 CESTAT, New Delhi

Various matters, from 2010 to 2011 Chief Commissioner

Various matters, from 2008 to 2010 Asst. Commissioner

Income Tax Act AY 1992-93 High Court, Jaipur (appeal filed by Department)

AY 08-09 and AY 11-12 TDS Ward

AY 2009-2010 CIT ( Appeals)

Sales Tax (M.P) Various matters, from 2001 to 2003 Tax Board, M.P.

Central Sales Tax 2005-2006 Asst. Commissioner Act

Service Tax 11/97-06/98 High Court, Jaipur

Various matters, from 2005 to 2010 CESTAT, New Delhi

06/10 - 12/10 Commissioner

02/09 - 05/10 Commissioner (Appeals)

Various matters, from 2010 to 2011 Addl. Commissioner

Various matters, from 2007 to 2011 Asst. Commissioner

Entry Tax (U.P) Various matters, Land Tax from 2007 to 2010 Supreme Court (Rajasthan)

Various matters, from 2006 to 2012 Supreme Court (appeal filed by Federation of mining association of Rajasthan)

Government of 2008 - 2012 High Court, Jaipur Rajasthan

x. There was no accumulated loss at the end of year. The Company has not incurred cash losses during current financial year and immediately preceding financial year;

xi. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders;

xii. According to information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and any other securities;

xiii. The Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company;

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions;

xvi. In our opinion, the term loans have been applied for the purpose for which they were raised;

xvii. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

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. On the basis of the records made available to us, the Company has not issued any debentures during the period;

xx. The Company has not raised any money by public issue, during the year;

xxi. Based upon the audit procedure performed and the information and explanations given to us, we report that no fraud on or by the Company, has been noticed or reported during the course of our audit.

For Jain Pramod Jain & Co.

Chartered Accountants

(Firm Registration No. 016746N)

P.K. Jain

New Delhi Partner

5th May, 2012 Membership No.10479


Mar 31, 2010

We have audited the attached Balance Sheet of MANGALAM CEMENT LIMITED, as at 31st March, 2010, the annexed Profit and Loss Account for the year ended on that date, and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex a statement on the matters specified in paragraphs k and 5 of the said order.

2. Further to our comments in the Annexure referred in paragraph 1 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 purposes 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, Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards as referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representation received from the Directors and taken on record by the Board of Directors of the Company we report that none of the Directors of the Company is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 21k of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with other notes thereon give the information required by the Companies Act 1956, in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010;

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

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

Annexure to the Auditors Report (Referred To In Paragraph 1 Of Our Report Of Even Date) For The Year Ended 31st March, 2010 Of Mangalam Cement Limited

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

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification;

(c) The Company has not disposed off any substantial part of its fixed assets;

ii. (a) As explained to us, the inventories of the Company at all its locations (except stocks lying with third parties and in transit) have been physically verified by the management at reasonable intervals;

(b) The procedures for 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) On the basis of our examination, we are of the opinion that, the Company is maintaining proper records of inventory. The discrepancies which were noticed on physical verification of inventory as compared to book records were not material;

iii. The company has not given or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Act, hence our comments on para (iii) (a) to para (iii) (g) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

v. (a) On the basis of the audit procedures performed by us, and according to the information and explanations and representations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section;

(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 Act and exceeding the value of Rs 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at that relevant time;

vi. In our opinion and according to the information and explanations given to us, the Company has not taken any deposit from public as referred in Section 58A and 58AA of the Companies Act 1956 and the rules framed thereunder;

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

viii. We have broadly viewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of the Companys products to which the said rules are made applicable, and are of the opinion that, prima- facie, prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete;

ix. (a) According to the information and explanations and records of the Company, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date it became payable as on 31st March, 2010;

(b) According the records and information and explanations given to us, there are no dues in respect of custom duty, wealth tax and cess that have not been deposited on account of any dispute. In our opinion and according to the information and explanations given to us, the dues in respect of sales tax, service tax, excise duty and income tax that have not been deposited with the appropriate authority on account of dispute and the forum where the dispute is pending are given below:

Name of Statue Nature of Dues Amount Period to which the amount pending In Lacs relates

Central Excise Act CENVAT 8.70 Various matters, from 1995 to 1997 398.28 Various matters, from 1996 to 2009

132.72 Various matters, from 1995 to 2009

427 Various matters, from 2005 to 2006

21.42 Various matters, from 2008 to 2010

52.43 2007 - 2010 Income Tax Act Income Tax 1.14 AY 1992-93

Sales Tax (M.P) Disallowance of 2.68 Various matters from 2001 to 2003 credit notes

Central SalesTax Act Central Sales Tax 592.16 2005-06

Service Tax Service Tax 48.79 11/97-06/98

114.63 Various matters, from 2005 to 2006

146.19 Various matters, from 2007 to 2009

122.90 Various matters, from 2006 to 2008

6.48 Various matters, from 2006 to 2009

Entry Tax (U.P) Entry Tax 28.34 2005-06

59.36 2006-07 1169.37 Various matters form 2007-2010

Land Tax (Rajasthan) Land Tax 877.15 Various matters from 2006 to 2009

Government of Rajasthan Environment and 61.62 2008-2010 Health Cess



Name of Statue Forum where matter is pending

Central Excise Act High Court, Jaipur

CESTAT, New Delhi

Commissioner (Appeals)

Addl. Commissioner

Asst. Commissioner

Commissioner

Income Tax Act High court, Jaipur (appeal filed by Department)

Sales Tax (M.P) Tax Board, M.P

Central Sales Tax Act Asst Commissioner

Service Tax High Court, Jaipur

CESTAT, New Delhi Joint Commissioner

Addl. Commissioner

Asst. Comnnissioner

Entry Tax (U.P) Assessing Authority Addl.Commissioner High Court Allahabad

Land Tax (Rajasthan) Supreme Court (Appeal filed by Federation of Mining Association Rajasthan) Government of Rajasthan High Court, Jaipur

x. There was no accumulated loss at the end of year. The Company has not incurred cash losses during current financial year and immediately preceding financial year;

xi. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders;

xii. According to information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and any other securities;

xiii. The Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company;

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions;

xvi. In our opinion, the term loans have been applied for the purpose for which they were raised;

xvii. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

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. On the basis of the records made available to us, the Company has not issued any debentures during the period;

xx. The Company has not raised any money by public issue, during the year;

xxi. Based upon the audit procedure performed and the information and explanations given to us, we report that no fraud on or by the Company, has been noticed or reported during the course of our audit.

For Jain Pramod Jain & Co. Chartered Accountants (Firm Registration No. 016746N)

P.K. Jain

Kolkata Partner

The 1 st day of May,2010 Membership No.10479

 
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