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Auditor Report of Shiva Cement Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makin2g 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 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 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 auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's 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.

Basis for Qualified Opinion

(1) The company is, prima facie, not eligible to accept public deposits under the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 and has not complied with the provisions thereof. However, the company has obtained expert opinion on the subject and has continued to accept, hold & renew the deposits.

(2) The company was irregular in deposit of statutory dues during the year. Statutory dues amounting to Rs. 102.53 lacs were outstanding for more than six months as at 31st March, 2015.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 March 31, 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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 Profit and Loss Statement, 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 March 31,2015, 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 Section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditors' 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 does not have any pending litigations which would impact its financial position;

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

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

For Tibrewal Chand & Co

Chartered Accountants

F.R.N311047E

Sd/-

Place : Rourkela CA Ratiraj Tibrewal

Date:29-05-2015 Partner

(M.No. 062000)

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, on the basis of available information.

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

(ii) (a) The inventories have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventories and the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

(iii) The company has not given any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence, provisions of clause 3(a) to 3(b) are not applicable to the company for the year under the report.

(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 for the purchases of inventories 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) The company had accepted public deposits under Section 58A of the Companies Act,1956 and rules made under that Act. The company has been regular in repayment of such deposits and interest thereon on due dates in accordance with the terms and conditions of such "Earlier Deposits". However, prima facie, the company is not eligible to accept public deposits under the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 and has not complied with the provisions thereof. However, the company has obtained expert opinion on the subject and has continued to accept, hold & renew the Deposits. We were explained that the National Company Law Tribunal has not passed any order during the year under audit.

(vi) The Central Government has prescribed maintenance of Cost Records under sub-Section (1) of Section 148 of the Companies Act, 2013 in respect of cement manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that, prima facie, the 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 or complete.

(vii) (a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, sales-tax, wealth tax, duty of customs, duty of excise, cess and any other statutory dues with the appropriate authorities, except the following dues which were outstanding for a period of more than six months as at the balance sheet date -

Nature of dues Amount in Rs. Lacs

Income Tax deducted at Source 9.17

Service Tax 6.47

Edn. Cess on Service Tax 0.12

S & H Cess on Service Tax 0.06

Professional Tax 0.01

Orissa VAT Tax 16.00

Income Tax 70.00

(b) The following statutory dues have not been deposited on account of some dispute:

Name of the Nature of Amt. under Period to which Forum where the Disputes pending Statute dues Dispute (Rs. lacs) Amount Relates

Orissa Sales Ta x Act Sales Tax 140.87 1992-93 to 2004-05 Appellate Authority up to Commissioner's level

Orissa Sales Tax Act Sales Tax 47.25 1995-96 High Court

Central Sales Ta x Act CST 3.28 1998-99 to 2004-05 Appellate Authority up to Commissioner's level.

Central Sales Tax Act CST 8.69 1995-96 High Court

Orissa Entry Ta x Act Entry Tax 9.12 1999-00 to 2004-05 Appellate Authority up to Commissioner's level.

Orissa Entry Ta x Act Entry Tax 2.94 2008-2011 Appellate Authority up to Commissioner's level.

Central Excise Excise 19.60 2005-2010 CESTAT

TOTAL 231.75

(c) The amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under have been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year. The company has not incurred cash losses during the current year nor in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in the repayment of loans from banks or financial institutions. The Company does not have any debentures during the year.

(x) According to the explanations given to us and based on the information available, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

(xi) According to the information and explanations given to us and records examined by us, we are of the opinion that the company has applied the term loans for the purpose for which they were obtained.

(xii) In our opinion and according to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year.

For Tibrewal Chand & Co.

Chartered Accountants

F.R.No: 311047E

Sd/-

CA Ratiraj Tibrewal

Place: Rourkela Partner

Date: 29/05/2015 M. No: 062000


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (''the Act") 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 and in accordance with the accounting principle generally accepted in India. This responsi- bility 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 involved 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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 of the Company for the year ended on that date ; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 accounts as required by law have been kept by the Company so far as 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act 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 the written representations received from the directors as on March 31, 2014, 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 Act.

Annexure to Auditors'' Report referred to in Paragraph (1) of our Report of even date to the members of Shiva Cement Limited on the Accounts for the year ended 31st March, 2014.

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

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

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

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

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of Inventories followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventories and the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. (a) The Company has not given any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, provision of Clause 3(b) to 3(d) are not applicable to the company for the year under the report.

(b) The Company has taken Unsecured Loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956. The total number of parties involved is one. The maximum amount involved during the year was Rs. 329.00 Lakhs and the yearend balance was Rs. 329.00 Lakhs.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from parties covered in the register maintained u/s 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

(d) The repayment and receipt of the principal amounts and interest on the loans taken by the Company are regular as stipulated.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases 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.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956 :

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/ arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00 lakhs in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has accepted deposits within the meaning of Section 58A of the Companies Act, 1956. With regard to the deposits accepted, the company has duly complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

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

8. The Central Government has prescribed maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 in respect of cement manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that, prima facie, the 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 or complete.

9. In respect of statutory dues :-

(a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed Statutory dues including Investor Education & Protection fund, Wealth tax, Custom duty, Excise duty, Service tax, Cess and other material statutory dues as applicable with appropriate authorities.

(b) According to the Books and records as produced and examined by us and also based on management representations, we are of the opinion that no undisputed amounts payable in respect of Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, Service Tax and Cess duty were in arrears as at 31st March, 2014 for a period of more than Six months from the date they become payable.

(c) Details of dues of Sales tax, Entry Tax & Income Tax which have not been deposited as on 31st March 2014 on account of disputes are given below :-

Name of the Nature of Amt. under Dis- Period to which Statute dues pute (Rs.Lacs) Amt. Relates

Orissa Sales Sales Tax 140.87 1992-93 to Tax Act 2004-05

Orissa Sales Sales Tax 47.25 1995-96 Tax Act

Central Sales CST 3.28 1998-99 to Tax Act 2004-05

Central Sales CST 8.69 1995-96 Tax Act

Orissa Entry Entry Tax 9.12 1999-00 to Tax Act 2004-05

Orissa Entry Tax Act Entry Tax 2.94 2008 to 2011

Income Tax Act Tax Deducted 307.11 2008 to At Source 2012

TOTAL 519.26

Name of the Forum where the Dispute is Statute pending

Orissa Sales Appellate Authority upto Tax Act Commissioner''s level

Orissa Sales High Court Tax Act

Central Sales Appellate Authority upto Tax Act Commissioner''s level.

Central Sales High Court Tax Act

Orissa Entry Appellate Authority upto Tax Act Commissioner''s level.

Orissa Entry Tax Act Appellate Authority upto Commissioner''s level.

Income Tax Act Commissioner of Income Tax (Appeals)

10. The Company does not have any accumulated losses at the end of the financial year. The company has not incurred cash losses during the current and immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in the repayment of loans to any financial institution or bank. The Company does not have any debentures during the year.

12. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The company is not dealt or traded in shares, securities, debentures and other investments, hence the provisions relating to maintenance of records are not applicable.

15. According to the explanations given to us and based on the information available, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

16. According to the information and explanations given to us and records examined by us, we are of the opinion that the company has applied the term loans for the purpose for which they were obtained.

17. According to the information and explanations given and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short term basis have not been used for long term investments by the company. No long term funds have been used to finance short term assets except core working capital.

18. The company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year under report.

19. The company has not issued any debentures during the year under report.

20. The company has not raised any money by means of public issue during the year, hence the clause is not applicable.

21. In our opinon and according to the information and explanations given to us , no material fraud on or by the company has been noticed or reported during the year.

For Tibrewal Chand & Co., Chartered Accountants FRN : 311047E Sd/- CA- R. Tibrewal Rourkela-769004 Partner Date : 30th day of May, 2014 M. No. 050127


Mar 31, 2013

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

Management 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.

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 misstatements.

An audit involved 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.

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

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 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.

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 accounts as required by law have been kept by the Company so far as 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section (3C) of Section 211 of the Companies Act, 1956;

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

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

For Tibrewal Chand & Co.,

Chartered Accountants

[FRN 311047E]

Place - Rourkela CA- R. Tibrewal

Date : 31-05-2013 Partner

M. No. 050127

Annexure to Auditors'' Report referred to in Paragraph (1) of our Report of even date to the members of Shiva Cement Limited on the Accounts for the year ended 31st March, 2013.

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

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

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

2. - The Inventory have been physically verified during the year by the Management, at reasonable intervals. In our opinion, the frequency of verification is reasonable.

- In our opinion and according to the information and explanations given to us, the procedure of physical verification of Inventory followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

- The Company has maintained proper records for its inventory and the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. - 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. 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, 1956. Accordingly the provisions of clauses 4(iii) (b) to (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases 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.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956 :

- In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

- In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/ arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00 lakhs in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has accepted deposits within the meaning of Section 58A of the Companies Act, 1956. With regard to the deposits accepted, the company has duly complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

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

8. The Central Government has prescribed maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 in respect of cement manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that, prima facie, the 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 or complete.

9. - According to the information and explanations given to us and records of the Company examined by us, in our opinion, the

Company is generally regular in depositing undisputed Statutory dues including Investor Education & Protection fund, Wealth tax, Custom duty, Excise duty, Service tax, Cess and other material statutory dues as applicable with appropriate authorities.

- According to the Books and records as produced and examined by us and also based on management representations, we are of the opinion that no undisputed amounts payable in respect of Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, Service Tax and Cess duty were in arrears as at 31st March, 2013 for a period of more than Six months from the date they become payable.

- As per the information & explanations given to us and records examined by us, we are of the opinion that the company does not have any disputed dues in respect of Income tax, Custom duty, Wealth tax, Excise duty, Service Tax and Cess.

The particulars of disputed dues in respect of Sales tax and Entry Tax are as follows :-

Name of the Nature of Amt. under Period to which Forum where the Dispute is Statute dues Dispute (Rs.Lacs) Amt. Relates pending

Orissa Sales Sales Tax 140.87 1992-93 to Appellate Authority upto Tax Act 2004-05 Commissioner''s level

Orissa Sales Sales Tax 47.25 1995-96 High Court Tax Act

Central Sales CST 3.28 1998-99 to Appellate Authority upto Tax Act 2004-05 Commissioner''s level.

Central Sales CST 8.69 1995-96 High Court Tax Act

Orissa Entry Entry Tax 9.12 1999-00 to Appellate Authority upto Tax Act 2004-05 Commissioner''s level.

Orissa Entry Tax Act Entry Tax 2.94 2008 to Appellate Authority upto 2011 Commissioner''s level. 212.15

10. The accumulated losses at the end of the Financial year are less than 50% of the net worth of the company. The company has not incurred cash losses during the current and immediately preceding financial year.



11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in the repayment of dues to any financial institution or bank. The Company does not have any debentures during the year.

12. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The company is not dealt or traded in shares, securities, debentures and other investments, hence the provisions relating to maintenance of records are not applicable.

15. According to the explanations given to us and based on the information available, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

16. According to the information and explanations given to us and records examined by us, we are of the opinion that the company has applied the term loans for the purpose for which they were obtained.

17. According to the information and explanations given and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short term basis have not been used for long term investments by the company. No long term funds have been used to finance short term assets except core working capital.

18. The company has made preferential allotment of Equity shares to parties covered in the register maintained u/s 301 of the Companies Act, 1956 during the year under report. In our opinion and as per the information and explanations given to us, the price at which shares/warrants have been issued is not prima-facie prejudicial to the interest of the Company.

19. The company has not issued any debentures during the year under report.

20. The company has not raised any money by means of public issue during the year, hence the clause is not applicable.

21. According to the information and explanations given to us and records examined by us, there are no cases of any fraud on or by the company has been noticed or reported during the year.

For Tibrewal Chand & Co.,

Chartered Accountants

FRN : 311047E

Sd/-

CA- R. Tibrewal

Rourkela-769004 Partner

Date : 31st day of May, 2013 M. No. 050127


Mar 31, 2012

1. We have audited the attached Balance Sheet of Shiva Cement Limited as at 31st March, 2012, 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 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 Companies (Auditors Report) (Amendment) Order 2004 (together the Order) 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 paragraph (3) above, we report that:

- 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;

- 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;

- 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;

- In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement read together with the notes thereon , comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956,

- On the basis of the 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;

- In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes on accounts and significant accounting policies, 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,:

- In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

- In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date, and

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

Annexure to Auditors' Report referred to in Paragraph (3) of our Report of even date

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

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

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

2. - The Inventory have been physically verified during the year by the Management, at reasonable intervals. In our opinion, the frequency of verification is reasonable.

- In our opinion and according to the information and explanations given to us, the procedure of physical verification of Inventory followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

- The Company has maintained proper records for its inventory and the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. - 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. 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, 1956. Accordingly the provisions of clauses 4(iii) (b) to (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases 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.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956 :

- In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

- In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/ arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00 lakhs in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has accepted deposits within the meaning of Section 58A of the Companies Act, 1956. With regard to the deposits accepted, the company has duly complied with the provisions of Section 58Aand58AA of the Companies Act, 1956 and rules framed there under.

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

8. The Central Government has prescribed maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956 in respect of cement manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that, prima facie, the 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 or complete.

9. - According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed Statutory dues including Investor Education & Protection fund, Wealth tax, Custom duty, Excise duty, Service tax, Cess and other material statutory dues as applicable with appropriate authorities. However, there has been delay in deposit of Income Tax, TDS & Sales Tax.

- According to the Books and records as produced and examined by us and also based on management representations, we are of the opinion that no undisputed amounts payable in respect of Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, Service Tax and Cess duty were in arrears as at 31stMarch, 2012 for a period of more than Six months from the date they become payable.

- As per the information & explanations given to us and records examined by us, we are of the opinion that the company does not have any disputed dues in respect of Income tax, Custom duty, Wealth tax, Excise duty, Service Tax and Cess.

The particulars of disputed dues in respect of Sales tax and Entry Tax are as follows :-

Name of the Nature of Amt. under Period to which Statute dues Dispute (Rs.Lacs) Amt. Relates

Orissa Sales Sales Tax 140.87 1992-93to Tax Act 2004-05

Orissa Sales Sales Tax 47.25 1995-96 Tax Act

Central Sales 3.28 1998-99 to Tax Act CST 2004-05

Central Sales CST 8.69 1995-96 Tax Act

Orissa Entry Entry Tax 9.12 1999-OOto Tax Act 2004-05

Orissa VAT Act VAT 8.60 2004-05 to 2006-07

Orissa Entry Tax Act Entry Tax 0.30 2004-05to 30/06/2008

218.10





Name of the Statute Forum where the Dispute is pending

Oriss Sales Appellate Authority upto Commissioner's level

Orissa Sales High Court

Central Sales Tax Act Appellate Authority upto Commissioner's level.

Central Sales Tax Act High Court

Orissa Entry Tax Act Appellate Authority upto Commissioner's level.

Oriss VAT Act Appellate Authority upto Commissioner's level.

Orissa Entry Tax Act Appellate Authority upto Commissioner's level.

10. The accumulated losses at the end of the Financial year are less than 50% of the net worth of the company. The company has not incurred cash losses during the current and immediately preceding financial year.

Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in the repayment of dues to any financial institution or bank. The Company does not have any debentures during the year.

12. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The company is not dealt or traded in shares, securities, debentures and other investments, hence the provisions relating to maintenance of records are not applicable.

15. According to the explanations given to us and based on the information available, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

16. According to the information and explanations given to us and records examined by us, we are of the opinion that the company has applied the term loans for the purpose for which they were obtained.

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

18. The company has made preferential allotment of Equity shares to parties covered in the register maintained u/s 301 of the Companies Act, 1956 during the year under report. In our opinion and as per the information and explanations given to us, the price at which shares/ warrants have been issued is not prima-facie prejudicial to the interest of the Company.

19. The company has not issued any debentures during the year under report.

20. The company has not raised any money by means of public issue during the year, hence the clause is not applicable.

21. According to the information and explanations given to us and records examined by us, there are no cases of any fraud on or by the company has been noticed or reported during the year.

For Tibrewal Chand & Co.,

Chartered Accountants

FRN:311047E

Sd/-

CA- R. Tibrewal

Rourkela-769004 M. No. 050127

Date :30th day of May, 2012 Partner


Mar 31, 2011

1. We have audited the attached Balance-sheet of Shiva Cement Limited as at 31st March, 2011 and also the Profit & 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 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 Companies (Auditors Report) (Amendment) Order 2004 (together the Order) issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act,1956, we enclose in theAnnexure 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 paragraph (3) above, we report that:

- 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;

- 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;

- The Balance-sheet, Profit & Loss Account and Cash flow statement dealt with by this report are in agreement with the books of account;

- In our opinion and to the best of our information and according to the explanations given to us, the Balance sheet, Profit and Loss Account and Cash flow statement read together with the notes thereon, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956,

- On the basis of the written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

- In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes on accounts and significant accounting policies, 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, in the case of:

- The Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and

- The Profit & Loss account, of the Profit of the Company for the year ended on that date, and

- The Cash flow statement, of the cash flows for the year ended on that date.

Annexure to Auditors Report referred to in Paragraph (3) of our Report of even date

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

- We have been informed that the physical verification of fixed assets have been carried out by the Management during the year and no material discrepancies have been noticed on such verification.

- The Company has not disposed any part of Fixed Assets during the year.

2. - The Inventory have been physically verified during the year by the Management, at reasonable intervals. In our opinion, the frequency of verification is reasonable.

- In our opinion and according to the information and explanations given to us, the procedure of physical verification of Inventory followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

- The Company has maintained proper records for its inventory and the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. - 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. 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, 1956. Accordingly the provisions of clauses 4 (iii) (b) to (g) of the Order are not applicable.

4. On the basis of test checks carried out by us and according to the information and explanations given, we are of the opinion that the internal control procedures relating to purchase of inventory and fixed assets and for sale of goods are commensurate with the size of the Company and nature of its business.

5. - In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

- To the best of our knowledge and as per information and explanations given to us, we are of the opinion that the prices at which these transactions have been made exceeding the value of Rs. 5.00 Lakhs are reasonable having regard to prevailing market prices of such goods at the relevant time.

6. The Company has accepted deposits within the meaning of Section 58A of the Companies Act, 1956. With regard to the deposits accepted, the company has duly complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

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

8. The Central Government has prescribed maintenance of Cost Records under Section 209 (1)(d) of the Companies Act, 1956 in respect of cement manufacturing activities of the company We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the said records with a view to determine whether they are accurate or complete.

9. - According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed Statutory dues including Investor Education & Protection fund, Income tax, Wealth tax, Custom duty, Excise duty, Service tax, Cess and other material statutory dues as applicable with appropriate authorities.

- According to the Books and records as produced and examined by us and also based on management representations, we are of the opinion that no undisputed amounts payable in respect of Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, Service Tax and Cess duty were in arrears as at 31st March, 2011 for a period of more than 6 months from the date they become payable.

- As per the information & explanations given to us and records examined by us, we are of the opinion that the company does not have any disputed dues in respect of Income tax, Custom duty, Wealth tax, Excise duty, Service Tax and Cess.

The particulars of disputed dues in respect of Sales tax and Entry Tax are as follows :-

Name of the Nature of Amt. under Period to which Statue dues Dispute Amt. Relates

Orissa Sales Sales Tax 140.87 1992-93 to Tax Act 2004-05

Orissa Sales Sales Tax 47.25 1995-96 Tax Act

Central Sales 3.28 1998-99 to Tax Act CST 2003-04

Central Sales CST 8.69 1995-96 Tax Act

Orissa Entry Entry Tax 9.12 1999-00 to Tax 2004-05

Orissa VAT VAT 8.60 200405 to Act 2006-07

Orissa Entry Tax Act Entry Tax 0.30 2004-05 to 30/06/08

218.10

Name of the Statue Forum where the Dispute is pending

Orissa Sales TAx Act Appellate Authority upto Commissioners level

Orissa Sales Tax Act High Court

Central Sales TAx Act Appellate Authority upto Commissioners level.

Central Sales TAx Act High Court

Orissa Entry TAx Appellate Authority upto Commissioners level.

Orissa VAT Act Appellate Authority upto Commissioners level.

Orissa Entry Tax Act Appellate Authority upto Commissioners level.

10. The accumulated losses at the end of the Financial year are less than 50% of the net worth of the company. The company has not incurred cash losses during the current and immediately preceding financial year.

11. As per books and records maintained by the Company and as produced before us, we are of the opinion that the company has not defaulted in the repayment of dues to any financial institution or bank. The Company does not have any debentures during the year.

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

13. The company is a cement manufacturing Unit, hence the provisions relating to clause 13 (a to d) are not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments, hence the provisions relating to maintenance of records are not applicable.

15. The company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

16. According to the information and explanations given to us and records examined by us, we are of the opinion that the company has applied the term loan for the purpose for which the term loans were obtained.

17. According to the information and explanations given and on the basis of our examination, we are of the opinion that funds raised on short term basis have not been used for long term investments by the company.

18. The company has made preferential allotment of Equity shares to parties covered in the register maintained u/s 301 of the Companies Act, 1956 during the year under report. In our opinion and as per the information and explanations given to us, the price at which shares/warrants have been issued is not prima-facie prejudicial to the interest of the Company.

19. The company has not issued any debentures during the year under report.

20. The company has not raised any money by means of public issue during the year, hence the clause is not applicable.

21. According to the information and explanations given to us and records examined by us, there are no cases of any fraud on or by the company has been noticed or reported during the year.



For Tibrewal Chand & Co., Chartered Accountants Sd/- R. Tibrewal Partner

Rourkela - 769004

Dated : 28th day of May, 2011


Mar 31, 2010

1. We have audited the attached Balance-sheet of Shiva Cement Limited as at 31st March,2010 and also the Profit & Loss Account and cash flow statment fot the year endedon that date, annexed thereto. These finacial statmets are the respronsibility of the Companays management. Our responsibility is to express an oplnlon on these fincancial staements based on our audit.

2 We conducted our audit in accordance with auditing standards generally accepted In India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining. in the finance i statements An audrt ateo includes assessing the accounting principles Lised art significant estimates made by management as wel as evattating, the overall financial slaten^em presentation. We elievetnat our audit provides a reasonable basis Por our opinion.

3) As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Orde 2004 (together the Order) issued by the Central Gevernment 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 1 and 5 of the said Order.

4. Further to our comments in the Annexure referred to patagraph (3) above. we report that:

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

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

c) The Balance-sheet, Profilt & Loss Account and Cash flow statment dealit with by this report are in agreement with the books of account;

d) In our opinion and to the best of our information and accoring to the explanations given to us, the Balance sheet, Profit and Loss Account and Casj glow statemtne read rogether with the notes thereon, comply with the Accounting Standrds referred to in sub-section (3C) of Section 211 of the Companies Act, 1956,

e) On the basis of the written representations receoved 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 disqualflied as on 31st March, 2010 from being apponited as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Commpanies Act,14956:

f) In our opinion and to the best of our information and according to the explantions given to us, the said accounts read together with notes on accounts and signficant accounting policies, give the information requred by the Companies Act, 1956, in the manner so requred and give a true and fair view in conformity with the accounting prinviples generally accepted in India, in the cast of:

- the Banance Sheet, of the state of affairs of the Comapny as at 31st March, 2010:and

- the Porofit & Loss account, of the Profit of the Company for the year ended on that date, and

- the Cash flow statement, of the cash flows for the year ended on that date.



Annexure to Auditors Report referred to in Parasgraph (3) of our Report of even date:

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

(b) We have been informed that the physical verification of fixed assets have been carried out by the Management during the year and no mateiral discrpanies have been noticed on such verification.

(c) The company has not disposed any part of Fixed Assets during the year.

2.(a) The inventory habe been physically verified during the year by the Management, at reasonable intervals. In our opinion the frequency of verification is reasonable.

(b) In our opinon and accourding to the informantion and explantions given to us, the procedure of physical berification of Inbentiory followed by the Management are reasonble and adequate in relation to the size of the Company and nuture of its business.

(c) The Company has maintained proper records for its inventory and the discrapancies noticed on physical verification were not material and the same have been propely dwlt with in the books of account.

3(a) The Company has not taken any lons, secured or unsecured from comopanies, flims or other parties convered in the register maintained under section 301 of the Companies Act, 1956 The company has not granted any loans, secured or unsecured to compoanies. flim or oher parties covered in the register maintanied under Section 301 of the Companies Act. 1956 Accordingly the provisions of clauses 4 (iii) (b) to (g) of the Order are not applicable,

4. On the basis of test checks carried out by us and according to the information and exjplantions given we are of the opinion that the intermal control procedures relating to purchase of inventory and fixed assets and for sale of goods are commensurate with the size of the Compay and nature of its business.

5(a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) To the best of our knowledge and as per information and explations given to us, we are of the opinion that the prices at which these transactions have been made exceeding the value of Rs. 500 lakhs are reasonable having ragrd to prevailing maket prices of such goods at the relecant time.

6. The Comapany has accepted deposits within the meaning of Section 58A of the Companies Act. 1956. With regard to the deposits accepted, the comany has duly complied with the procisions of Section 58A and 58AA of the Compaies Act. 1956 and rules framed there under.

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

8. The Central Gevement has prescribed mainatenace of Cost Records under Section 209 (1)(d) of the Companies Act, 1956 in respect of cement manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintatined. We have not, however, made a detiled examination of the said records with a view to determine whether they are accurate or complete.

9(a) According to the information and explanations given to us and records of the Company examined by us. in ur opinion. the Company is regular in depositing undisputed Statutory dues indluding Investor Education & Protection fund, Income tax, Weath tax, Custom duty, Exicise duty, Service tax, Cess and other material statutory udes as applicable with appropriate authorities.

(b) According to the Books and records as produced and examined by us and also besed on management representations, We are of the opinion that no undispted amounts payable in respect of Investor Education & Protection Fund. Income Tax, Sales Tax, Weath Tax Custom duty, Exise duty, Service Tax and Cess duty were in arrears as at 31st March, 2010 for a peiod of more than6 months from the date they become payable.

(c) As per the information & explanations given to us and records examined by us, we are of the opinion that the company does not have any diputed dues in respect of Income duty. Wearth tax, Excise dury. Sercive Tax and Cess.

The particulars of disputed dues in respect of Sales tax and Entry Tax are as follows:-

Name of the Nature of Amt under Period to which Founrm where Statute dues Dispute Amr Rleates the Dispute is pending Orissa Sales 140.86 1992-93 to Apeelate Sales Tax 2004-05 Authorly upto Tax Act Commissioners level.

Orissa Sales 47.25 1995-96 High Court Sales Tax Tax Act

Central CST 3.78 1998-99 to Appllate Sales 2004-05 Authority upto Tax Act Commissioners level.

Central CST 8.69 1995-95 High Court Sales Tax Act

Orissa Entry Tax 9.12 1999.00 to Aooekkate Entry Tax 2004-05 Authoruty upto Act Commissioners level.

Orissa VAT VAT 8.60 2004-05 to Appellate Act 2006-07 Authority upto Cimmissioners level.

Orissa Entry Eniry Tax 1.30 2004-05 to Tax Act 30/06/2008 Appllate Authourity upto Commissioners level. 218.60

10. The accumualte losses at the end of the Financlal year are less than 50% of the net worth of the company. The company has not incurred cash losses during the current and immediately preceding financial year.

11. As per books and records maintained by the Commany and as produced before us, wes are of the opinion that the company has not defaulted in the repayment of dues to any financial institution or bank. The Company does not have any debentures during the year.

12. The company has not been granted any loans and advances on the basis of security by was of pledge of shares, debentures and other securities.

13. The company is a cement manufacturing Unit, hence the procisions relating to clause 13 (a to d) are not applicable.

14. The company is not deling or trading in shares, securities, debentures and other investments, hence the procisions reating to maintenance of records are not applicable.

15. The company has not given any guarantee for loans taken by others from Bnks or Fincancial institutions during the year.

16. According to the information and explanations given to us and records examined by us, wer are of the opinion that the company has applied the term loan for the purpose for which the term loans were obtained.

17. According to the information and explanations given and on the basis of our examination, we are of the opinion that funds raised on short term basis have not been used for long term investments by the company.

18. The company has made preferential allotment of Equiry shares to parities convered in the register maintained u/s 301 of the Companies Act, 1956 during the year under report. In our opinion and as per the information and explanations given to us, the price at which sharess/warrants have been issued is not prima-facies prejudicial tot he interest of the Comapny.

19. The company has not issued any debentures during the year under report.

20. The company has not raised any money by means of public issue during the year, hence the clnce the clause is not applicable.

21. Accoriding to the information and explanations given to us and records exmined by us, there are no cases of any fraud on or by hte company has been noticed or reported during the year.

For TIBREWAL CHAND & CO.,

Chartered Accounants

Sd/-

Rourkela R. Tibrewal

Dated:29th day of April.2010 Partner