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Auditor Report of The Ramco Cements Ltd.

Mar 31, 2023

Report on the Audit of the Separate Financial StatementsOpinion

We have audited the Separate Financial Statements of THE RAMCO CEMENTS LIMITED (âthe Companyâ), which comprise the Separate Balance Sheet as at 31^st March 2023, and the Separate Statement of Profit and Loss, the Separate Statement of Changes in Equity and the Separate Statement of Cash Flows for the year ended on that date, and notes to the separate financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as âthe Separate Financial Statementsâ)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid separate financial statements give the information required by the Companies Act 2013 (âthe Actâ) 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, 2023, and the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Separate Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the separate financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate financial statements of the current period. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S. No. Key Audit Matters		Auditorâs Response
1	Evaluation of uncertain Tax Position / Contingent liabilities The Company has material uncertain tax position in respect of possible or actual taxation disputes, litigations, claims and other contingent liabilities. The provisions are estimated using a significant degree of management judgment in interpreting the various relevant rules, regulations and practices and in considering precedents in various legal forums.	Principal Audit Procedures The Audit addressed this Key Audit Matter by assessing the adequacy of tax provisions by reviewing the managementâs underlying assumptions in estimating the tax provisions and the possible outcome of the disputes. We reviewed the significant litigations and claims and discussed with the Companyâs legal counsel, external advisors about their views regarding the likely outcome and magnitude of and exposure to relevant litigation and claims.
		We also reviewed to relevant judgments and the opinions given by the companyâs advisers, which were relied on by the management for such claims.
	(Refer to Note No. 48.2.1 to 48.2.22 to the
	Separate Financial Statements)	Furthermore we assessed the adequacy and appropriateness of the disclosures in the separate financial statements.

S. No. Key Audit Matters

Auditorâs Response

Disputes and potential litigations

The Competition Commission of India (CCI) vide its order dated 31^st August 2016 had imposed a penalty of Rs. 258.63 Crores on the company towards alleged cartelisation. The Companyâs appeal along with other cement companies had been dismissed by NCLAT vide its order dated 25^th July 2018. Against the order, the Company appealed to the Honâble Supreme Court, which by its order dated 05^th October 2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly, the Company has re-deposited Rs. 25.86 Crores being 10% of the penalty. The Company, backed by legal opinion, believes that it has a good case and hence no provision is made. Management Judgment is involved in considering the probability of the claim being successful and we have accordingly designated this as a focus area of the audit.

(Refer to Note No. 48.2.6 to the Separate Financial Statements)

Principal Audit Procedures

In response to the risk of completeness of the disclosures and probability of claim being successful, we reviewed the legal advice obtained by the management from external legal advisor. We discussed the case with Management and reviewed the related documents. We also reviewed the stand taken by other companies in the cement industry who are all also involved in this issue. We reviewed the disclosures for completeness based on our audit procedures.

Existence and impairment of Trade Receivables

Trade Receivables are significant to the Companyâs financial statements. The collectability of trade receivables is a key element of the companyâs working capital management, which is managed on an ongoing basis by its management. Due to the nature of the Business and the requirements of customers, various contract terms are in place, there is a risk that the carrying values may not reflective of their recoverable amounts as at the reporting date, which would require an impairment provision. Where there are indicators of impairment, the company undertakes assessment of the recoverability of the amounts. Given the magnitude and inherent uncertainty involved in the judgment, involved in estimating impairment assessment of trade receivables, we have identified this as a key audit matter.

(Refer to Note No. 18 to the Separate Financial Statements)

Principal Audit Procedures

We performed audit procedures on the assessment of trade receivables, which included substantive testing of revenue transactions, obtaining trade receivable external confirmations and testing the subsequent payments received. Assessing the impact of impairment on trade receivables requires judgment and we evaluated managementâs assumptions in determining the provision for impairment of trade receivables, by analyzing the ageing of receivables, assessing significant overdue individual trade receivables and specific local risks, combined with the legal documentations, where applicable.

We also reviewed the system of obtaining monthly confirmation from the customers, which are kept in electronic mode by the company. We tested the timing of revenue and trade receivables recognition based on the terms agreed with the customers. We also reviewed, on a sample basis, terms of the contract with the customers, invoices raised, etc., as a part of our audit procedures.

Furthermore we assessed the adequacy and appropriateness of the disclosures in the separate financial statements.

S. No. Key Audit Matters

Auditorâs Response

Evaluation of Carrying value of Non-Current Investments

The Company has Non-Current Investments in unlisted subsidiaries, associates and other companies, amounting to Rs. 83.79 crores as at 31^st March 2023 which is 41.42% of the total non-current investments of the company. The Companyâs investments in unlisted subsidiaries and associates are valued at Cost less any impairment. These investments are assessed for impairment when an indicator of impairment exists. The management assess annually the existence of impairment indicators of each unlisted investment and assessed that there is no impairment in the value of such investment as on Balance Sheet date. The processes and methodologies for valuation and identification of impairment in the value of investments of unlisted companies requires application of significant judgment by the Company. The judgment has to be made with respect to the timing, quantity and estimation of future discounted cash flows of the unlisted entities. It involves significant estimates and judgment by the management because of the inherent uncertainty involved in forecasting the investeeâs future performance and discounting future cash flows. We consider the valuation and assessment of impairment in value of such investments to be significant to the audit, because of the materiality of the value of investments in the separate financial statements of the Company and estimates and judgments involved in assessing the various unobservable valuation inputs like estimating the future cash flows. Accordingly, the valuation and assessment of impairment value in such investments of unlisted entities is determined to be key audit matter in our audit of the separate financial statements.

We examined the policies and methodologies used by the management to estimate the carrying value of each investment.

We evaluated the assessment techniques for forecasting the future cash flows and revenue estimates used by the management to assess the future prospect of the investee companies.

We examined the report of the valuation experts furnished to us by the management for the valuation of the business to assess the investment value in unlisted companies.

We reviewed and compared the estimates made by the management with the externally available industry data.

(Refer to Note No. 12 and 13 to the Separate Financial Statements)

Information Other than the Separate Financial Statements and Auditorsâ Report Thereon

The Companyâs Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companyâs annual report, Boardâs Report including Annexure to Boardâs Report, Business Responsibility and Sustainability Report, Corporate Governance and Report on CSR activities, and Shareholders information but does not include the separate financial statements and our auditorâs report thereon.

Our opinion on the separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

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

Managementâs Responsibility for the Separate Financial Statements

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 separate financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the separate financial statements, Management and Board of Directors are responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Separate Financial Statements

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

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

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

â¢ Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to separate financial statements in place and the operating effectiveness of such controls.

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

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The Separate Financial Statements includes financial performance of a foreign branch which reflects total assets of Rs. 1.12 Crores, total revenue of Rs. Nil and net cash inflow amounting to Rs. 0.48 Lakhs for the year ended on 31^st March 2023, which was audited by independent auditors in accordance with the regulations of that country and whose report has been furnished to us and has been considered in the separate financial statements solely based on such audited financial statements. The operations of the Foreign Branch in Sri Lanka are closed with effect from 27^th July 2021 and the completion of winding up activities is in progress. The Management has assessed that, there is no material impact on the financial statements on account of the winding up of the branch. (Refer Note No. 64 to the Separate Financial Statements).

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), 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, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) The Separate Balance Sheet, the Separate Statement of Profit and Loss including Other Comprehensive Income, the Separate Statement of changes in equity and the Separate statement of Cash Flow dealt with by this Report are in agreement with the books of account.

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

(f) On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our Separate Report in âAnnexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the companyâs internal financial control over financial reporting.

(h) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of Section 197(16) of the Act, as amended. In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(i) With respect to the other matters to be included in the Auditorâs 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 details of the pending litigations and its impact on the financial position in its separate financial statements have been disclosed in Note No. 48.2.1 to 48.2.22 of the Notes to the Separate Financial Statements for the year ended 31^st March 2023.

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

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

iv. (a) The Management has represented that, to the

best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (âUltimate Beneficiariesâ) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that

the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (âUltimate Beneficiariesâ) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provide under (a) and (b) above, contain any material mis-statement.

v. As stated in Note No. 62 to the separate financial statements, the final dividend proposed in the

previous year, declared and paid by the company during the year is in accordance with Section 123 of the Act, as applicable. The Board of Directors of the Company have proposed final dividend for the current year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trial (edit log) facility is applicable to the Company with effect from 01^st April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not appliable for the financial year ended 31^st March 2023.

Mar 31, 2022

Report on the Audit of the Separate Financial Statements Opinion

We have audited the Separate Financial Statements of THE RAMCO CEMENTS LIMITED (âthe Companyâ), which comprise the Separate balance sheet as at 31^st March 2022, and the Separate Statement of Profit and Loss, the Separate Statement of changes in Equity and the Separate Statement of cash flows for the year ended on that date, and notes to the Separate Financial Statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as âthe Separate Financial Statementsâ)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Separate Financial Statements give the information required by the Companies Act 2013 (âthe Actâ) 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 31^st March 2022, and the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies

Act, 2013. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Separate Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Separate Financial Statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Separate Financial Statements of the current period. These matters were addressed in the context of our audit of the Separate Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S. No. Key Audit Matter	Auditorâs Response
1 Recognition and measurement of deferred taxes	Principal Audit Procedures
The recognition and measurement of deferred tax items	The key matter was addressed by performing audit
requires determination of differences between the	procedures which involved assessment of underlying
recognition and the measurement of assets, liabilities,	process and evaluation of internal financial controls
income and expenses in accordance with the Income Tax	with respect to measurement of deferred tax and re-
Act and other applicable tax laws including application of	performance of calculations and assessment of the items
ICDS and financial reporting in accordance with Ind AS.	leading to recognition of deferred tax in light of prevailing
Assessment of Deferred Tax Assets is done by the	tax laws and applicable financial reporting standards.
management at the close of each financial year taking into	Furthermore we assessed the adequacy and
account forecasts of future taxable results.	appropriateness of the disclosures in the Separate
We have considered the assessment of deferred tax liabilities and assets as a key matter due to the importance of managementâs estimation and judgment and the materiality of amounts. (Refer to Note No. 4.4.4, 4.4.5, 4.4.6 and 4.4.7 to the Separate Financial Statements)	Financial Statements.

S. No.	Key Audit Matter	Auditorâs Response
2	Evaluation of uncertain Tax Position / Contingent liabilities The Company has material uncertain tax position in respect of possible or actual taxation disputes, litigations, claims and other contingent liabilities. The provisions are estimated using a significant degree of management judgment in interpreting the various relevant rules, regulations and practices and in considering precedents in various legal forums. (Refer to Note No. 49.2.1 to 49.2.22 to the Separate Financial Statements)	Principal Audit Procedures The Audit addressed this Key Audit Matter by assessing the adequacy of tax Provisions by reviewing the managementâs underlying assumptions in estimating the tax provisions and the possible outcome of the disputes. We reviewed the significant litigations and claims, and discussed with the Companyâs legal counsel, external advisors about their views regarding the likely outcome and magnitude of and exposure to relevant litigation and claims. We also reviewed to relevant judgments and the opinions given by the Companyâs advisers, which were relied on by the management for such claims. Furthermore we assessed the adequacy and appropriateness of the disclosures in the Separate Financial Statements.
3	Disputes and potential litigations The Competition Commission of India (CCI) vide its order dated 31^st August 2016 had imposed a penalty of '' 258.63 Crores on the Company towards alleged cartelisation. The Companyâs appeal along with other cement companies had been dismissed by NCLAT vide its order dated 25^th July 2018. Against the order, the Company appealed to the Honâble Supreme Court, which by its order dated 05^th October 2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly, the Company has re-deposited '' 25.86 Crores being 10% of the penalty. The Company, backed by legal opinion, believes that it has a good case and hence no provision is made. Management Judgment is involved in considering the probability of the claim being successful and we have accordingly designated this as a focus area of the audit. (Refer to Note No. 49.2.6 to the Separate Financial Statements)	Principal Audit Procedures In response to the risk of completeness of the disclosures and probability of claim being successful, we reviewed the legal advice obtained by the management from external legal advisor. We discussed the case with Management and reviewed the related documents. We also reviewed the stand taken by other companies in the cement industry who are all also involved in this issue. We reviewed the disclosures for completeness based on our audit procedures.
4	Existence and impairment of Trade Receivables Trade Receivables are significant to the Companyâs Financial Statements. The collectability of trade receivables is a key element of the Companyâs working capital management, which is managed on an ongoing basis by its management. Due to the nature of the Business and the requirements of customers, various contract terms are in place, there is a risk that the carrying values may not be reflective of their recoverable amounts as at the reporting date, which would require an impairment provision. Where there are indicators of impairment, the Company undertakes assessment of the recoverability of the amounts. Given the magnitude and inherent uncertainty involved in the judgment, involved in estimating impairment assessment of trade receivables, we have identified this as a key audit matter. (Refer to Note No. 18 to the Separate Financial Statements)	Principal Audit Procedures We performed audit procedures on the assessment of trade receivables, which included substantive testing of revenue transactions, obtaining trade receivable external confirmations and testing the subsequent payments received. Assessing the impact of impairment on trade receivables requires judgment and we evaluated managementâs assumptions in determining the provision for impairment of trade receivables, by analyzing the ageing of receivables, assessing significant overdue individual trade receivables and specific local risks, combined with the legal documentations, where applicable. We also reviewed the system of obtaining monthly confirmation from the customers, which are kept in electronic mode by the Company. We tested the timing of revenue and trade receivables recognition based on the terms agreed with the customers. We also reviewed, on a sample basis, terms of the contract with the customers, invoices raised, etc., as a part of our audit procedures. Furthermore we assessed the adequacy and appropriateness of the disclosures in the Separate Financial Statements.

S. No. Key Audit Matter

Auditorâs Response

5 Evaluation of Carrying value of Non-Current Investments

The Company has Non-Current Investments in unlisted subsidiaries, associates and other companies, amounting to '' 83.79 crores as at 31^st March 2022 which is 41.63% of the total non-current investments of the Company. The Companyâs investments in unlisted subsidiaries and associates are valued at Cost less any impairment. These investments are assessed for impairment when an indicator of impairment exists. The management assess annually the existence of impairment indicators of each unlisted investment and assessed that there is no impairment in the value of such investment as on Balance Sheet date. The processes and methodologies for valuation and identification of impairment in the value of investments of unlisted companies requires application of significant judgment by the Company. The judgment has to be made with respect to the timing, quantity and estimation of future discounted cash flows of the unlisted entities. It involves significant estimates and judgment by the management because of the inherent uncertainty involved in forecasting the investeeâs future performance and discounting future cash flows. We consider the valuation and assessment of impairment in value of such investments to be significant to the audit, because of the materiality of the value of investments in the separate financial statements of the Company and estimates and judgments involved in assessing the various unobservable valuation inputs like estimating the future cash flows. Accordingly, the valuation and assessment of impairment value in such investments of unlisted entities is determined to be key audit matter in our audit of the Separate Financial Statements.

(Refer to Note No. 12 and 13 to the Separate Financial Statements)

Principal Audit Procedures

We examined the policies and methodologies used by the management to estimate the carrying value of each investment.

We evaluated the assessment techniques for the Forecasted future cash flows and revenue estimates used by the management to assess the future prospect of the investee companies.

We examined the report of the valuation experts obtained by the management for the valuation of the business to assess the investment value in unlisted companies.

We reviewed and compared the estimates made by the management with the externally available industry data.

Information Other than the Separate Financial Statements and Auditorsâ Report Thereon

The Companyâs Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companyâs annual report, Boardâs Report including Annexure to Boardâs Report, Business Responsibility Report, Corporate Governance and Report on CSR activities, and Shareholders information but does not include the Separate Financial Statements and our auditorâs report thereon.

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

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

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

Managementâs Responsibility for the Separate Financial Statements

The Companyâs Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Separate Financial Statements that give a true and fair view of the state of affairs, profit or loss including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of Companies Act 2013 read with relevant rules issued there under and accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Separate Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Separate Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Separate Financial Statements, Management and Board of Directors are responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Separate Financial Statements

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

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

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

â¢ Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to Separate Financial Statements in place and the operating effectiveness of such controls.

Other Matters

The Separate Financial Statements includes financial performance of a foreign branch which reflects total assets of '' 1.13 Crores, total revenue of '' 0.27 Crores and net cash inflow amounting to '' 0.10 Crores for the year ended on 31^st March 2022, which was audited by independent auditors in accordance with the regulations of that country and whose report has been furnished to us and has been considered in the Separate Financial Statements solely based on such audited Financial Statements. The operations of the Foreign Branch in Sri Lanka are closed with effect from 27^th July 2021 and the completion of winding up activities is in progress. The Management has assessed that, there is no material impact on the Financial Statements on account of the winding up of the branch. (Refer to Note No. 66 to the Separate Financial Statements).

Our opinion is not modified in respect of these matters.

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.

(e) In our opinion, the aforesaid Separate Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the directors as on 31^st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our Separate Report in âAnnexure Bâ.â Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial control over financial reporting.

(h) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of Section 197(16) of the Act, as amended.

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i. The Company has disclosed the details of the pending litigations and its impact on the financial position in its Separate Financial Statements have been disclosed in Note No. 49.2.1 to 49.2.22 of the Notes to the Separate Financial Statements for the year ended 31^st March 2022.

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

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

iv. (a) The Management has represented that, to the

whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (âUltimate Beneficiariesâ) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe

that the representations under sub-clause (i) and (ii) of Rule 11(e), as provide under (a) and (b) above, contain any material misstatement.

v. The Company has not paid any dividend during the year. As stated in Note No. 63 to the Separate Financial Statements, the Board of Directors of the Company have proposed final dividend for the current year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For SRSV & ASSOCIATES For RAMAKRISHNA RAJA AND CO

Chartered Accountants Chartered Accountants

Firm Registration No.: 015041S Firm Registration No.: 005333S

G. CHELLA KRISHNA M. VIJAYAN

Partner Partner

Membership No.: 210474 Membership No.: 026972

UDIN: 22210474AJKYFO1723 UDIN: 22026972AJKTEF2440

Place: Chennai Date: 23^rd May 2022

Mar 31, 2021

Report on the Audit of the Separate Financial Statements Opinion

We have audited the Separate financial statements of THE RAMCO CEMENTS LIMITED (âthe Companyâ), which comprise the Separate Balance sheet as at 31^st March 2021, and the Separate Statement of Profit and Loss, the Separate Statement of changes in Equity and the Separate Statement of cash flows for the year ended on that date, and notes to the separate financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as âthe Separate Financial Statementsâ).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid separate financial statements give the information required by the Companies Act 2013 (âthe Actâ) 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, 2021 and the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the separate financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note No. 61 to the separate financial statements, which describes the uncertainties and the impact of the COVID-19 pandemic on the companyâs operations and results as assessed by the management. The Management has assessed that there is no material impact on the financial statements due to lock down and related restrictions imposed towards controlling the COVID 19 pandemic. Our opinion is not modified in respect of this matter.

Key Audit Matters

S. No.

Key Audit Matter

Auditorâs Response

Recognition and measurement of deferred taxes

The recognition and measurement of deferred tax items requires determination of differences between the recognition and the measurement of assets, liabilities, income and expenses in accordance with the Income Tax Act and other applicable tax laws including application of ICDS and financial reporting in accordance with Ind AS.

Assessment of Deferred Tax Assets is done by the management at the close of each financial year taking into account forecast of future taxable results.

We have considered the assessment of deferred tax liabilities and assets as a key matter due to the importance of managementâs estimation and judgment and the materiality of amounts.

(Refer to Note No. 4.4.3, 4.4.5 and 4.4.6 to the Separate Financial Statements)

Principal Audit Procedures

The key matter was addressed by performing audit procedures which involved assessment of underlying process and evaluation of internal financial controls with respect to measurement of deferred tax and assessment of the items leading to recognition of deferred tax in light of prevailing tax laws and applicable financial reporting standards.

Furthermore we assessed the adequacy and appropriateness of the disclosures in the separate financial statements.

2	Evaluation of uncertain Tax Position/ Other contingent	Principal Audit Procedures
	liabilities	The Audit addressed this Key Audit Matter by assessing the
	The Company has material uncertain tax position in respect	adequacy of tax Provisions by reviewing the managementâs
	of possible or actual taxation disputes, litigations and	underlying assumptions in estimating the tax provisions and
	claims. The provisions are estimated using a significant	the possible outcome of the disputes.
	degree of management judgment in interpreting the various	We reviewed the significant litigations and claims and
	relevant rules, regulations and practices and in considering	discussed with the Companyâs legal counsel, external
	precedents in various legal forums.	advisors about their views regarding the likely outcome and
	(Refer to Note No. 46.2.1 to 46.2.22 to the Separate	magnitude of and exposure to relevant litigation and claims.
	Financial Statements)	We also reviewed to relevant judgements and the opinions given by the companyâs advisers, which were relied on by the management for such claims. Furthermore we assessed the adequacy and appropriateness of the disclosures in the separate financial statements.

3	Disputes and potential litigations	Principal Audit Procedures
	The Competition Commission of India (CCI) vide its order	In response to the risk of completeness of the disclosures
	dated 31^st August 2016 had imposed a penalty of	and probability of claim being successful, we reviewed the
	'' 258.63 Crores on the company towards alleged	legal advice obtained by the management from external
	cartelisation. The Companyâs appeal along with other cement	legal advisor. We discussed the case with Management and
	companies had been dismissed by NCLAT vide its order dated	reviewed the related documents. We also reviewed the stand
	25^th July 2018. Against the order, the Company appealed to	taken by other companies in the cement industry who are all
	the Honâble Supreme Court, which by its order dated	also involved in this issue. We reviewed the disclosures for
	05^th October 2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly, the Company has re-deposited '' 25.86 Crores being 10% of the penalty. The Company, backed by legal opinion, believes that it has a good case and hence no provision is made. Management Judgement is involved in considering the probability of the claim being successful and we have accordingly designated this as a focus area of the audit.	completeness based on our audit procedures.
	(Refer to Note No. 46.2.6 to the Separate Financial Statements)

4	Existence and impairment of Trade Receivables	Principal Audit Procedures
	Trade Receivables are significant to the Companyâs financial	We performed audit procedures on the assessment of
	statements. The Collectability of trade receivables is a key	trade receivables, which included substantive testing of
	element of the companyâs working capital management,	revenue transactions, obtaining trade receivable external
	which is managed on an ongoing basis by its management.	confirmations and testing the subsequent payments
	Due to the nature of the Business, the requirements of	received. Assessing the impact of impairment on trade
	customers and various contract terms are in place, there	receivables requires judgement and we evaluated
	is a risk that the carrying values may not reflect of their	managementâs assumptions in determining the provision for
	recoverable amounts as at the reporting date, which would	impairment of trade receivables, by analyzing the ageing of
	require an impairment provision. Where there are indicators	receivables, assessing significant overdue individual trade
	of impairment, the company undertakes assessment of the	receivables and specific local risks, combined with the legal
	recoverability of the amounts. Given the magnitude and	documentations, where applicable.
	inherent uncertainty involved in the judgement, in estimating	We also reviewed the system of obtaining monthly
	impairment assessment of trade receivables, we have	confirmation from the customers, which are kept in electronic
	identified this as a key audit matter.	mode by the company. We tested the timing of revenue and
	(Refer to Note No. 17 to the Separate Financial Statements)	trade receivables recognition based on the terms agreed with the customers. We also reviewed, on a sample basis, terms of the contract with the customers, invoices raised, etc., as a part of our audit procedures. Furthermore we assessed the adequacy and appropriateness of the disclosures in the separate financial statements.

Information Other than the Separate Financial Statements and Auditorsâ Report Thereon

The Companyâs Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companyâs annual report, Boardâs Report including Annexure to Boardâs Report, Business Responsibility Report, Corporate Governance and Report on CSR activities, and Shareholders information but does not include the separate financial statements and our auditorâs report thereon.

Our opinion on the separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

Managementâs Responsibility for the Separate Financial Statements

The Companyâs Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these separate financial statements that give a true and fair view of the state of affairs, profit or loss including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of Companies Act 2013 read with relevant rules issued there under and accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 separate financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Separate Financial Statements

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

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

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

Other Matters

The Separate Financial Statements includes financial performance of a foreign branch which reflects total assets of '' 1.72 Crores, total revenue of '' 734 Crores and net cash outflow amounting to '' 0.67 Crores for the year ended on 31^st March 2021, which was audited by independent auditors in accordance with the regulations of that country and whose report has been furnished to us and has been considered in the separate financial statements solely based on such audited financial statements.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), 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, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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.

(f) On the basis of the written representations received from the directors as on 31^st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our Separate Report in âAnnexure Bâ.â Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the companyâs internal financial control over financial reporting.

(h) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of Section 197(16) of the Act, as amended.

In our opinion and to the best of our information and according to the explanations given to us, the remuneration

paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i. The Company has disclosed the details of the pending litigations and its impact on the financial position in its separate financial statements have

been disclosed in Note No. 46.2.1 to 46.2.22 of Notes to the Separate Financial Statements for the year ended 31^st March 2021.

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

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

For SRSV & ASSOCIATES For RAMAKRISHNA RAJA AND CO

Chartered Accountants Chartered Accountants

Firm Registration No.: 015041S Firm Registration No.: 005333S

P. SANTHANAM M. VIJAYAN

Partner Partner

Membership No.: 018697 Membership No.: 026972

UDIN: 21018697AAAADS3420 UDIN: 21026972AAAADP4394

Place: Chennai Date: 24^th May, 2021

Mar 31, 2019

Report on the Audit of the Separate Financial Statements Opinion

We have audited the accompanying Separate financial statements of THE RAMCO CEMENTS LIMITED (âthe Companyâ), which comprise the balance sheet as at 31^st March 2019, and the Statement of Profit and Loss, the Statement of changes in Equity and the Statement of cash flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as âthe Separate Financial Statementsâ)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Separate financial statements give the information required by the Companies Act, 2013 (âthe Actâ) 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, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Separate financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Separate financial statements of the current period. These matters were addressed in the context of our audit of the Separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S.No.

Key Audit Matters

Auditorâs Response

Revenue Recognition in view of adoption new Ind AS 115 (Revenue from Contracts with Customers)

The application of the new standard on recognition of revenue involves significant judgment and estimates made by the management which includes identification of performance obligations contained in contracts, determination of the most appropriate method for recognition of revenue relating to the identified performance obligations, assessment of transaction price and allocation of the assessed price to the individual performance obligations.

In recognizing revenue from sale of products to the customers, performance obligations like warranties, customer options for additional goods or services, repurchase agreement, licensing, bill and hold arrangements are not considered since they are not relevant to the companyâs operations.

(Refer to Note No 4.7 to the Separate Financial Statements)

Principal Audit Procedures

Audit procedure involved review of the companyâs Ind AS 115 implementation process, and key judgments made by management, evaluation of customer contracts in light of Ind AS 115 on sample basis and comparison of the same with managementâs evaluation and assessment of design and operating effectiveness of internal controls relating to revenue recognition.

Our tests in detail focused on transactions occurring within proximity of the year end, obtaining evidence to support the appropriate timing of revenue recognition, based on terms and conditions set out in sales contracts and delivery documents or system generated reports.

We have evaluated the cumulative effect adjustments are made with effect from 01-04-2018 for compliance with the new revenue standard.

Furthermore we assessed the adequacy and appropriateness of the disclosures in the Separate financial statements.

S.No.	Key Audit Matters	Auditorâs Response
2	Recognition and measurement of deferred taxes The recognition and measurement of deferred tax items requires determination of differences between the recognition and the measurement of assets, liabilities, income and expenses in accordance with the Income Tax Act and other applicable tax laws including application of ICDS and financial reporting in accordance with Ind AS. Assessment of Deferred Tax Assets is done by the management at the close of each financial year taking into account forecasts of future taxable results. We have considered the assessment of deferred tax liabilities and assets as a key matter due to the importance of managementâs estimation and judgment and the materiality of amounts. (Refer to Note No 4.4.3, 4.4.5 and 4.4.6 to the Separate Financial Statements)	Principal Audit Procedures The key matter was addressed by performing audit procedures which involved assessment of underlying process and evaluation of internal financial controls with respect to measurement of deferred tax and reperformance of calculations and assessment of the items leading to recognition of deferred tax in light of prevailing tax laws and applicable financial reporting standards. Furthermore we assessed the adequacy and appropriateness of the disclosures in the separate financial statements.
3	Evaluation of uncertain Tax Position/ Other contingent liabilities The Company has material uncertain tax position in respect of possible or actual taxation disputes, litigations and claims. The provisions are estimated using a significant degree of management judgment in interpreting the various relevant rules, regulations and practices and in considering precedents in various legal forums. (Refer to Note No 47.2.1 to 47.2.21 to the Separate Financial Statements)	Principal Audit Procedures The Audit addressed this Key Audit Matter by assessing the adequacy of tax Provisions by reviewing the managementâs underlying assumptions in estimating the tax provisions and the possible outcome of the disputes. We reviewed the significant litigations and claims and discussed with the Companyâs legal counsel, external advisors about their views regarding the likely outcome and magnitude of and exposure to relevant litigation and claims. We also reviewed to relevant judgements and the opinions given by the companyâs advisers, which were relied on by the management for such claims. Furthermore we assessed the adequacy and appropriateness of the disclosures in the separate financial statements.
4	Disputes and potential litigations The Competition Commission of India (CCI) vide its order dated 31^st August 2016 had imposed a penalty of Rs. 258.63 Crores on the company towards alleged cartelisation. The Companyâs appeal along with other cement companies had been dismissed by NCLAT vide its order dated 25^th July 2018. Against the order, the Company appealed to the Honâble Supreme Court, which by its order dated 05^th October 2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly, the Company has re-deposited Rs. 25.86 Crores being 10% of the penalty. The Company, backed by legal opinion, believes that it has a good case and hence no provision is made. Management Judgement is involved in considering the probability of the claim being successful and we have accordingly designated this as a focus area of the audit. (Refer to Note No 47.2.6 to the Separate Financial Statements)	Principal Audit Procedures In response to the risk of completeness of the disclosures and probability of claim being successful, we reviewed the legal advice obtained by the management from external legal advisor. We discussed the case with Management and reviewed the related documents. We also reviewed the stand taken by other companies in the cement industry who are all also involved in this issue. We reviewed the disclosures for completeness based on our audit procedures.

S.No.

Key Audit Matters

Auditorâs Response

Existence and impairment of Trade Receivables

Trade Receivables are significant to the Companyâs financial statements. The Collectability of trade receivables is a key element of the companyâs working capital management, which is managed on an ongoing basis by its management. Due to the nature of the Business and the requirements of customers, various contract terms are in place, there is a risk that the carrying values may not reflective of their recoverable amounts as at the reporting date, which would require an impairment provision.Where there are indicators of impairment, the company undertakes assessment of the recoverability of the amounts. Given the magnitude and inherent uncertainty involved in the judgement, involved in estimating impairment assessment of trade receivables, we have identified this as a key audit matter.

(Refer to Note No 17 to the Separate Financial Statements)

Principal Audit Procedures

We performed audit procedures on the assessment of trade receivables, which included substantive testing of revenue transactions, obtaining trade receivable external confirmations and testing the subsequent payments received. Assessing the impact of impairment on trade receivables requires judgement and we evaluated managementâs assumptions in determining the provision for impairment of trade receivables, by analyzing the ageing of receivables, assessing significant overdue individual trade receivables and specific local risks, combined with the legal documentations, where applicable.

Furthermore we assessed the adequacy and appropriateness of the disclosures in the seperate financial statements.

Information Other than the Separate Financial Statements and Auditorsâ Report Thereon

The Companyâs Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexure to Boardâs Report, Business Responsibility Report, Corporate Governance and, Report on CSR activities, and Shareholders information but does not include the Separate financial statements and our auditorâs report thereon.

Our opinion on the Separate financial statements does not cover the other information and we do not express any form of assurance, conclusion thereon.

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

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

Managementâs Responsibility for the Separate Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Separate financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of Companies Act, 2013 read with relevant rules issued there under and accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 Separate financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Separate financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Separate Financial Statements

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

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

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

(b) Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

(d) Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the Separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the Separate financial statements, including the disclosures, and whether the Separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The Separate Financial Statements includes financial performance of a foreign branch which reflects total assets of Rs. 15.74 Crores, total revenue of Rs. 87.68 Crores and net cash inflow amounting to Rs. 1.08 Crores for the year ended on 31^st March 2019, which was audited by independent auditors in accordance with the regulations of that country and whose report has been furnished to us and has been considered in the Separate financial statements solely based on such audited financial statements. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 including Other Comprehensive Income, the Statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

(d) In our opinion, the aforesaid Separate financial statements comply with the Indian 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 31^st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 ^st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the companyâs internal financial control over financial reporting.

(g) With respect to the other matters to be included in the Auditorâs 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 details of the pending litigations and its impact on the financial statements have been disclosed in Note No. 47.2.1 to 47.2.21 of the Disclosures forming part of the Separate Financial Statements for the year ended 31^st March 2019;

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

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

âANNEXURE Aâ TO THE INDEPENDENT AUDITORâS REPORT

Referred to in Paragraph (f) of Report on Other Legal and Regulatory Requirements of our Report of even date

i. Fixed Assets

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

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. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

c) According to the information and explanation given to us, the title deeds of immovable properties of the Company are held in the name of the Company.

ii. Inventory

a) The management has conducted the physical verification of inventory at reasonable intervals.

b) The discrepancies noticed on verification between the physical stocks and the books records were properly dealt with in the books of accounts and were not material.

iii. The company has granted loan to a party listed in the register maintained under Section 189 of the Act. The maximum outstanding at any time during the year was Rs. 32.11 Crores (Previous year Rs. 33.59 Crores) and the amount outstanding as on 31^st March 2019 is Rs. 17.95 Crores (Previous year Rs. 27.83 Crores)

a) In our opinion, the terms and conditions on which the loan has been granted to the party listed in the register maintained under section 189 of the Companies Act, 2013, are not prejudicial to the interest of the Company.

b) The payment of the principal and the interest wherever applicable are regular.

c) There are no overdue amounts in respect of the loan granted to a party listed in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

v. In our opinion and according to the information and explanations given to us the company has not accepted any deposits during the year. ccordingly, reporting under this clause does not arise.

vi. The Company is maintaining the accounts and records which have been specified by the Central Government under section 148 (1) of the Companies Act, 2013.

vii. Undisputed and disputed taxes and duties

a) According to the records of the Company and information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, duty of customs, goods and services tax, cess and any other statutory dues with the appropriate authorities. No undisputed amounts payable in respect of the above were in arrear as at 31⁸¹ March 2019 for a period of more than six months from the date they become payable.

b) As at 31^st March 2019 according to the records of the Company, the following are the particulars of the disputed dues on account of sales tax, income tax, customs duty, wealth tax, service tax and cess, which have not been deposited on account of dispute:

Rs. in Crores

Sl No	Name of the Statute	Forum where dispute is pending	As at 31-03-2019	As at 31-03-2018
1	VAT/CST Act	Assessing Authority	0.46	0.46
		Assistant/Deputy Commissioner, Appeals	0.24	0.24
		Appellate Tribunal	5.82	5.82
		High Court	1.22	68.85
2	Central Excise Act &	Assistant/Deputy/ Additional Commissioner	340.24	340.92
	Cenvat Credit Rules	Commissioner, Appeals	5.61	4.88
	Cenvat Credit Rules	Appellate Tribunal	168.22	178.42
		High Court	9.17	4.55
		Supreme Court	26.83	25.71
Total			557.81	629.85

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

ix. The company has not raised money by way of initial public offer or further public offer during the Current year. The Company has raised term loans from banks/institutions during the year and the proceeds have been applied for the purposes for which they were raised. The Company has not issued any debenture during the year.

x. In our opinion and according to the information and explanations given to us, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

xi. In our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Accordingly clause (xii) of Para 3 of the Order 2016 is not applicable to the Company.

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

xiv. According to the information and explanations given to us, the Company has not made a preferential allotment or private placement shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause (xiv) of Para 3 of the Order are not applicable to the Company.

xv. ln our opinion and according to the information and explanations given to us, the Company has not entered into any non - cash transactions with directors or persons connected with the Directors. Accordingly, provisions of clause (xv) of Para 3 of the Order are not applicable to the Company.

xvi. In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provision of clause (xvi) of Para 3 of the Order 2016 is not applicable to the Company.

âANNEXURE Bâ TO THE INDEPENDENT AUDITORâS REPORT OF EVEN DATE ON THE SEPARATE FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH THE INDIAN ACCOUNTING STANDARDS OF THE RAMCO CEMENTS LIMITED

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of M/s. THE RAMCO CEMENTS LIMITED (âthe Companyâ) as of March 31, 2019 in conjunction with our audit of the Separate financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

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

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31^st, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For SRSV & ASSOCIATES For RAMAKRISHNA RAJA AND CO

Chartered Accountants Chartered Accountants

Firm Registration Number: 015041S Firm Registration Number: 005333S

P. SANTHANAM M. VIJAYAN

Partner Partner

Membership No. 018697 Membership No. 026972

Place: Chennai Date: 22-05-2019

Mar 31, 2018

INDEPENDENT AUDITORâS REPORT To the Members of The Ramco Cements Limited

Report on the Separate Financial Statements

We have audited the accompanying Separate financial statements drawn in accordance with the Indian Accounting Standards (âthe Financial Statementsâ), of The Ramco Cements Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and Statement of Changes in Equity for the year ended on 31^st March 2018 and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Separate Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of the Financial Statements that give a true and fair view of the financial position, Financial Performance (including Other Comprehensive Income), Changes in Equity and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian 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; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Separate 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 of the Separate Financial Statements 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 Separate Financial Statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Separate âFinancial 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 including the Indian Accounting Standards, of the state of affairs (financial position) of the Company as at 31^st March 2018, its Profit (financial performance including Other Comprehensive Income), Changes in Equity and its Cash Flows for the year ended on 31^st March 2018.

Other Matters

The Separate Financial Statements includes financial performance of a foreign branch which reflects total assets of Rs, 9.07 Crores, total revenue of Rs, 43.01 Crores and net cash inflow amounting to Rs, 1.14 Crores for the year ended on 31^st March 2018, which was audited by Independent Auditors in accordance with the regulations of that country and whose report has been furnished to us and has been considered in the Separate Financial Statements solely based on such Audited Financial Statements. Our opinion is not modified in respect of this matter.

We draw attention to Note 47.2.6 of the Disclosures forming part of the Separate Financial Statements relating to the Order of the Competition Commission of India (CCI) dated 31-08-2016, imposing a penalty of Rs, 258.63 Crores on the Company for alleged cartelisation. The CCI order is pursuant to the directions issued by the Competition Appellate Tribunal (COMPAT) vide its Order dated 11-12-2015 setting aside the original CCI order dated 20-06-2012 and remitting the matter to CCI for fresh adjudication of the issue. Upon appeal filed before the Competition Appellate Tribunal (COMPAT) the order of the CCI has been stayed on condition that the company deposits 10% of the penalty amounting to Rs, 25.86 Crores. In compliance of the order of COMPAT the company has deposited Rs, 25.86 Crores and the said deposit is classified under âBank Balances other than Cash and Cash Equivalentsâ. By virtue of Section 185(4) of the Finance Act

2017, the appeals pending with COMPAT were transferred to National Company Law Appellate Tribunal by the Government. The arguments were completed. The Company believes that it has a good case and hence no provision is made. Our opinion is not modified in respect of this matter.

The comparative financial information of the Company for the year ended March 31, 2017 are based on the previously issued statutory financial statements jointly audited by M.S. Jagannathan & N. Krishnaswami, Chartered Accountants and CNGSN & Associates LLP, Chartered Accountants, the predecessor auditors, whose report for the year ended March 31, 2017 dated 30-05-2017 expressed an unmodified opinion on those financial statements.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the âAnnexure Aâ, 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, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Separate Financial Statements comply with the Indian Accounting Standards (Ind AS) 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 31^st March 2018 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f) We have enclosed our separate report in âAnnexure Bâ with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditorâs 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 details of the pending litigations and its impact on the Financial Statements have been disclosed in Note No 47.2.1 to 47.2.20 of the âDisclosures forming part of Separate Financial Statementsâ for the year ended 31^st March 2018.

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

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

Referred to in paragraph 1 under the heading âReport on Other Legal & Regulatory Requirementsâ of our report of even date to the Financial Statements of the Company for the year ended 31^st March 2018:

1) Fixed Assets

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

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

1.3 According to the information and explanations given to us, and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

2) Inventory

2.1 The Management has conducted the physical verification of inventory at reasonable intervals.

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

3) The Company has granted loan to a party listed in the Register maintained under Section 189 of the Act. The maximum outstanding at any time during the year was Rs, 33.59 Crores (PY: Rs, 36.37 Crores) and the amount outstanding as on 31^st March 2018 is Rs, 27.83 Crores (PY: Rs, 31.42 Crores).

3.1 In our opinion, the terms and conditions on which the loan has been granted to the party listed in the Register maintained under Section 189 of the Act are not prejudicial to the interest of the Company.

3.2 The payment of the principal and the interest wherever applicable are regular.

3.3 There are no overdue amounts in respect of the loan granted to a party listed in the Register maintained under Section 189 of the Act.

4) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) The company is maintaining the accounts and records which have been specified by the Central Government under Section 148(1) of the Act.

7) Undisputed and disputed taxes and duties

7.1 The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess, Goods and Services Tax and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31^st March 2018 for a period of more than six months from the date they became payable.

7.2 The disputed statutory dues aggregating to Rs, 629.85 Crores (PY: Rs, 655.42 Crores) that have not been deposited on account of matters pending before appropriate authorities are as under..

Rs, in Crores

Sl. No	Name of the Statute	Forum where dispute is pending	As at 31-03-2018	As at 31-03-2017
1	VAT/CST Act	Assessing Authority	0.46	0.46
		Assistant/Deputy Commissioner, Appeals	0.24	0.31
		Appellate Tribunal	5.82	6.28
		High Court	68.85	68.85
2	Central Excise Act & Cenvat Credit Rules	Assistant/Deputy/ Additional Commissioner	340.92	299.64
		Commissioner, Appeals	4.88	5.31
		Appellate Tribunal	178.42	187.03
		High Court	4.55	7.08
		Supreme Court	25.71	51.41
3	Customs Act	Appellate Tribunal	-	29.05
Total			629.85	655.42

8) The Company has not defaulted in repayment of dues to Financial Institutions, Banks, Debenture holders or Government.

9) The Company did not raise any money by way of initial public offer or further public offer. The Company has raised term loans from Banks/Institutions during the year and the proceeds have been applied for the purposes for which they were raised. The Company has not issued any debentures during the year.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12) I n our opinion, the Company is not a Nidhi Company.

Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable Accounting Standards.

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

We have audited the internal financial controls over financial reporting of The Ramco Cements Limited (âthe Companyâ) as of 31^st March 2018 in conjunction with our audit of the Financial Statements of the Company for the year ended on 31^st March 2018.

Managementâs Responsibility for Internal Financial Controls

The Companyâs Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to

14) Based upon the audit procedures performed and the information and explanations given by the Management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

15) Based upon the audit procedures performed and the information and explanations given by the Management, the Company has not entered into any non-cash transactions with Directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

16) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company..

companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (âthe Guidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both applicable to an audit of Internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companyâs assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For SRSV & ASSOCIATES For RAMAKRISHNA RAJA AND CO

Chartered Accountants Chartered Accountants

Firm Registration Number: 015041S Firm Registration Number: 005333S

P.SANTHANAM M.VIJAYAN

Partner Partner

Membership Number: 018697 Membership Number: 026972

Chennai

23-05-2018

Mar 31, 2017

Report on the Separate Financial Statements

We have audited the accompanying Separate financial statements drawn in accordance with the Indian Accounting Standards (âthe Financial Statementsâ), of The Ramco Cements Limited (âthe Companyâ),which comprise the Balance Sheet as at 31^st March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flow for the year ended on 31^st March 2017 and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Separate Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of the Financial Statements that give a true and fair view of the financial position, Financial Performance (including Other Comprehensive Income), Changes in Equity and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian 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; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on the 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 of the Financial Statements 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards, of the state of affairs (financial position) of the Company as at 31^st March 2017, its Profit (financial performance including Other Comprehensive Income), Changes in Equity and its Cash Flows for the year ended on 31^stMarch 2017.

We draw attention to Note No. 47.2.7 of the Disclosures forming part of the Financial Statements relating to Order of the Competition Commission of India (CCI) imposing a penalty of Rs.258.63 Crores on the Company for alleged cartelisation with select cement manufacturers. Upon appeal filed by the affected companies, the Competition Appellate Tribunal (COMPAT) by its Order dated 11-12-2015 set aside the CCIâs Order and remitted the matter back for fresh adjudication. After re-hearing, the CCI has restored the same penalty again vide its Order dated 31-08-2016. The Company has again filed an appeal before COMPAT. In compliance of Interim Order of COMPAT, the Company has deposited Rs.25.86 Crores, being 10% of the impugned penalty. The said amount so deposited is classified under âBank Balances other than Cash and Cash Equivalentsâ. The appeal is pending. Based on the legal opinion, the Company believes that it has a good case and hence no provision is made.

Our opinion is not modified in respect of this matter.

The Financial Statements includes financial performance of a foreign branch which reflects total assets Rs.2.22 Crores, total revenue of Rs.2.02 Crores and net cash inflow amounting to Rs.0.07 Crores for the year ended on 31^st March 2017, which was audited by Independent Auditors in accordance with the regulations of that country and whose report has been furnished to us and has been considered in the Financial Statements solely based on such Audited Financial Statements. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Separate 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 31^st March 2017 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

i. The details of the pending litigations and its impact on the Financial Statements have been disclosed in Note No 47.2.1 to 47.2.24 of the âDisclosures forming part of Separate Financial Statementsâ for the year ended 31^st March 2017;

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

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

iv. The Company has provided requisite disclosures in its Financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 08-11-2016 to 30-12-2016 and these are in accordance with the books of accounts maintained by the Company.

âANNEXURE Aâ TO THE INDEPENDENT AUDITORSâ REPORT

Referred to in paragraph 1 under the heading âReport on other Legal & Regulatory Requirementsâ of our report of even date to the Financial Statements of the Company for the year ended 31^st March 2017:

1) Fixed Assets

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

2) Inventory

2.1 The Management has conducted the physical verification of inventory at reasonable intervals.

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

3) The Company has granted loan to a party listed in the Register maintained under Section 189 of the Act. The maximum outstanding at any time during the year Rs.36.37 Crores (PY: Rs.31.94 Crores) and the amount outstanding as on 31^st March 2017 is Rs.31.42 Crores (PY: Rs.31.94 Crores).

3.2 The payment of the principal and the interest wherever applicable are regular.

3.3 There are no overdue amounts in respect of the loan granted to a party listed in the Register maintained under Section 189 of the Act.

6) The company is maintaining the accounts and records which have been specified by the Central Government under Section 148(1) of the Act.

7) Undisputed and disputed taxes and duties

7.1 The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31^st March 2017 for a period of more than six months from the date they became payable.

7.2 The disputed statutory dues aggregating to Rs.655.42 Crores (PY: Rs.641.12 Crores) that have not been deposited on account of matters pending before appropriate authorities are as under.

Rs. in Crores

Sl. No	Name of the Statute	Forum where dispute is pending	As at 31-03-2017	As at 31-03-2016
1	VAT/CST Act	Assessing Authority	0.46	4.92
		Assistant/Deputy Commissioner, Appeals	0.31	0.69
		Appellate Tribunal	6.28	5.46
		High Court	68.85	68.84
2	Central Excise Act & Cenvat Credit Rules	Assistant/Deputy/ Additional Commissioner	299.64	376.27
		Commissioner, Appeals	5.31	0.88
		Appellate Tribunal	187.03	134.51
		High Court	7.08	5.00
		Supreme Court	51.41	15.50
3	Customs Act	Appellate Tribunal	29.05	29.05
Total			655.42	641.12

8) The Company has not defaulted in repayment of dues to Financial Institutions, Banks, Debenture holders or Government.

12) I n our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) I n our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable Accounting Standards.

For M.S.Jagannathan & N.Krishnaswami For CNGSN & Associates LLP

Chartered Accountants Chartered Accountants

Firm Registration No. 001208S Firm Registration No. 004915S

K.Srinivasan LLP Registration No. S200036

Partner C.N.Gangadaran

Membership No. 021510 Partner

Membership No. 011205

Chennai

30-05-2017

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of The Ramco Cements Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss, the 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

2. 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3.1 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.

3.2 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.

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

3.4 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

4. 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 March 31,2015 and its Profit and its Cash flows for the year ended on that date.

Emphasis of Matter

5. We draw attention to Note No. 28.13 regarding imposing of penalty of Rs.258.63 Crores on the company by the Competition Commission of India for alleged cartelization with select cement manufacturers. The Company has filed an appeal against the order before Competition Appellate Tribunal. The Company believes that it has got a good case and has not considered any provision as necessary. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

6.1 As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

6.2 As required by Section 143 (3) of the Act, we report that:

6.2.1 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.

6.2.2 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.

6.2.3 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 accounts.

6.3 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.

6.4 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.

6.5 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:

6.5.1 The details of the pending litigations and its impact on the Financial Statements have been disclosed in the Note No 28.4 to 28.26.

6.5.2 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE AUDITOR''S REPORT

Annexure referred to item no. 6.1 of paragraph ''Report on Other Legal and Regulatory Requirements'' paragraph of our Independent Auditors Report of even date:

In our opinion and to the best of knowledge and belief and as per the information and explanation given to us and on the basis of books and records examined by us in the normal course of audit, we report that:

1. Fixed Assets

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

1.2. The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

2. Inventories

2.1. Management has conducted physical verification of its inventory at reasonable intervals.

2.2. The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the Company and the nature of its business.

2.3. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans and Advances

3.1. The Company has granted loan aggregating to Rs.7.40

crores (PY: Rs.219.00 crores) during the year to one party listed in the Register maintained under Section 189 of the Act. The maximum outstanding at any time during the year Rs.7.40 crores (PY: Rs. 51.00 crores) and the amount outstanding as on March 31, 2015 is Rs.7.40 crores (PY: Nil)

3.2. The receipt of the Principal amounts and the Interest wherever applicable are regular; and

3.3. There are no overdue amounts in respect of the loans granted to the parties listed in the register maintained under Section 189 of the Act.

4. There are adequate internal control systems 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. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits within the meaning of Companies (Acceptance of Deposits) Rules 2014, from the public during the year. The Deposits accepted by the Company before the Commencement of the Act have been repaid as per the provisions of Section 74 of the Act except unclaimed deposits amounting to Rs.0.07 Crores. No order has been passed by the Company Law Board or the National Company Law Tribunal or by any court or by any other Tribunal against the Company.

6. The Company is maintaining the accounts and records which have been specified by the Government of India under Section 148(1) of the Act.

7. Undisputed and disputed taxes and duties

7.1. The company is regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they become payable.

7.2. The Disputed Statutory dues aggregating to Rs.592.95 crores (PY: Rs.349.50 crores) that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Statute Forum where dispute is Rs. In Crores No pending

1 Income Tax Act High Court 13.21

2 Sales Tax Act Appellate Tribunal 5.52

High Court 0.02

3 CST Act High Court 0.07

4 VAT Act Assistant/ Deputy 5.15 Commissioner, Appeals

Assessing Authority 4.47

Appellate Tribunal 0.45

High Court 77.71

5 Central Excise Act & Asst./Deputy/Additional 295.40 Cenvat Credit Rules Commissioner

Commissioner, Appeals 1.03

Appellate Tribunal 140.52

High Court 4.85

Supreme Court 15.50

6 Customs Act High Court 29.05

Total 592.95

7.3. The amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules there under have been transferred to such fund within time.

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

9. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

10. Based on the information and explanation given to us, the terms and conditions of the guarantee given by the Company to related parties -

a. Ramco Systems Limited - Guarantee given Rs.250.00 crores (PY: Rs.325.00 crores) {since reduced as on date of report to Rs.25.00 Crores}; Loans outstanding Rs.250.00 crores (PY: Rs.325.00 crores) {outstanding as on date of report Rs.4.66 Crores};

b. Sandhya Spinning Mill Limited - Guarantee given Rs.34.38 crores (PY: Rs.59.38 crores); Loans outstanding Rs.7.94 crores (PY: Rs.17.02 crores);

c. Thanjavur Spinning Mill Limited - Guarantee given is Rs.68.00 crores (PY: Rs. 83.00 crores); Loan outstanding Rs.51.02 crores (PY: Rs.66.71);

d. Raja Charity Trust - Guarantee given Rs. 100.00 crores (PY: Rs.100.00 crores); loans outstanding Rs.34.46 crores (PY: Rs.28.00 crores);

e. Ramco Windfarms Limited - Guarantee given is Rs.23.50 crores (PY: NIL): Loan outstanding Rs.22.26 crores) (PY: NIL);

to secure loans availed from banks by the respective Companies, are not prejudicial to the interest of the Company.

11. The Company has raised Term loans during the year and these have been applied for the purposes for which they were raised.

12. No material fraud on or by the Company has been noticed or reported during the course of audit.

For M.S.Jagannathan & N.Krishnaswami For CNGSN & Associates LLP Chartered Accountants Chartered Accountants Firm registration No. 001208S Firm Registration No. 004915S K.Srinivasan C.N.Gangadaran Partner Partner Membership No. 021510 Membership No. 011205

Chennai 29-May-2015

Mar 31, 2014

We have audited the accompanying financial statements of M/s. The Ramco Cements Limited ("the Company"), which comprise the Balance Sheet as at 31st March 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

The management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September 2013 of 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

Emphasis of Matter

We draw attention to Note No 28.13 regarding imposing of penalty of Rs 258.63 Crores on the company by the Competition Commission of India for alleged cartelisation with select cement Manufacturers. The Company has filed an appeal against the order before Competition Appellate Tribunal. Based on the legal opinion, the company has not considered any provision as necessary. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 :

2.1. 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;

2.2. 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;

2.3. 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;

2.4. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular No 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013; and

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

ANNEXURE TO THE AUDITORS'' REPORT

Annexure referred to in item no. 1 of paragraph ÂReport on Other Legal and Regulatory Requirements''.

In our opinion and to the best of knowledge and belief as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

1. Fixed assets

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

1.2. The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

1.3. The fixed assets disposed during the year were not substantial and therefore, do not affect the going concern assumption.

2. Inventories

2.1. The management has conducted physical verification at reasonable intervals in respect of its inventory.

2.2. The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business.

2.3. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans and advances

3.1. The company has granted loans aggregating to Rs.219.00 crores (PY: Rs.162.00 crores) during the year to 1 party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding at any time during the year was Rs. 51.00 crores (PY: Rs.68.25 crores) and the amount outstanding as on 31st March 2014 was Nil (PY: Rs.13.75 crores).

3.2. The rate of interest and other terms and conditions of loans given by the company referred to paragraph 3.1 above are not, prima facie, prejudicial to the interest of the company.

3.3. The payment of the principal amounts and the interest wherever applicable are regular.

3.4. The loans granted were repaid during the year. There is no overdue amount with respect to above loans.

3.5. The company has taken loans aggregating to Rs.10.18 crores (PY: Rs. 24.27 crores) from 1 party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding at any time during the year was Rs.14.38 crores (PY: Rs.10.88 crores) and the outstanding as on 31st March 2014 was Rs.8.84 crores (PY: Rs 8.90 crores).

3.6. The rate of interest and other terms and conditions of loan taken by the company are not, prima facie, prejudicial to the interest of the company.

3.7. The loans given/taken by the company are repayable on demand and have been received/paid on demand.

4. The company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weaknesses in internal controls system during the course of the audit.

5. Section 301 contracts

5.1. Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

5.2. The transactions made in pursuance of contracts and arrangements referred to in 5.1 above and exceeding value of Rs. 0.05 crores have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, where applicable have been complied with.

7. The company has an internal audit system commensurate with its size and nature of its business.

8. The cost accounts and the records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 have been made and maintained.

9. Statutory dues

9.1. 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 statutory dues with the appropriate authorities.

According to the information and explanation to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax and other material statutory dues were in arrears as at 31 March 2014 for a period of more than 6 months from the date they became payable.

9.2. The disputed statutory dues aggregating to Rs 349.50 crores (PY Rs. 251.53 crores ) that have not been deposited on account of matters pending before appropriate authorities are as under:

Amount Sl No Name of the statute Forum where dispute is pending (Rs. in Crores)

1 Income Tax Act High Court 13.21

2 Sales Tax Act Assistant/ Deputy Commissioner, Appeals 0.88

Assessing Authority 2.30

Appellate Tribunal 0.31

High Court 0.56

3 CST Act Assistant/ Deputy Commissioner, Appeals 0.05

Assessing Authority 0.09

High Court 0.25 4 VAT Act Assistant/ Deputy Commissioner, Appeals 28.77

5 Central Excise Act & Cenvat Asst./Deputy/Additional Commissioner 185.21 Credit Rules

Commissioner, Appeals 1.29

Appellate Tribunal 75.58

High Court 1.86

Supreme Court 8.54

6 Customs Act High Court 30.60

Total 349.50

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. The company has not defaulted in repayment of dues to financial institutions, banks or debentures holders during the year.

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

13. The company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. Based on information and explanations given to us, the terms and conditions of the guarantee given by the Company to related parties ([Ramco Systems Limited Â Guarantee given Rs.325.00 crores (PY Rs.233.00 crores); Loans outstanding Rs.325.00 crores (PY Rs.233.00 crores)]; [Sandhya Spinning Mills Limited Â Guarantee given Rs.59.38 crores (PY Rs.59.38 crores); Loans outstanding Rs.17.02 crores (PY Rs.26.32 crores)], [Thanjavur Spinning Mills Limited Â Guarantee given Rs.83.00 Crores (PY Rs.58.00 crores); Loans outstanding Rs.66.71 Crores (PY Rs.41.29 crores)]; [Raja Charity Trust - Guarantee given Rs.100.00 crores (PY NIL); Loans outstanding Rs.28.00 crores (PY NIL)]; to secure loans availed from banks by the respective companies, are not prejudicial to the interests of the Company.

16. The Company has raised term loans during the year and these have been applied for the purposes for which they were raised.

17. The funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has no outstanding amount under Debentures that require creation of security/charge during the year.

20. The company has not raised any money by way of public issues during the year.

21. No material fraud on or by the company has been noticed or reported during the course of our audit.

For M.S. JAGANNATHAN & N. KRISHNASWAMI For CNGSN & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Registration No.: 001208S Firm Registration No.: 004915S

P.SANTHANAM C.N GANGADARAN

Partner Partner

Membership No.: 018697 Membership No.: 011205

Chennai

22nd May, 2014

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 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 procedure 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 statement whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) In the case of the 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended, 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 :

2.1. 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;

2.2. 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;

2.3. 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;

2.4. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

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

ANNEXURE TO THE AUDITORS'' REPORT

Annexure referred to in item no. 1 of paragraph ''Report on Other Legal and Regulatory Requirements''.

In our opinion and to the best of knowledge and belief as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

1. Fixed assets

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

1.2. The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

1.3. The fixed assets disposed during the year were not substantial and therefore, do not affect the going concern assumption.

2. Inventories

2.1. The management has conducted physical verification at reasonable intervals in respect of its inventory.

2.2. The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business.

2.3. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans and advances

3.1. The company has granted loans aggregating to Rs.162.00 crores (PY Rs.104.75 crores) during the year to 1 party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding at any time during the year was Rs.68.25 crores (PY Rs.20.00 crores) and the amount outstanding as on 31-Mar-2013 was Rs.13.75 crores (PY Rs.13.00 crores)

3.2. The rate of interest and other terms and conditions of loans given by the company referred to paragraph 3.1 above are not, prima facie, prejudicial to the interest of the company.

3.3. The payment of the principal amounts and the interest wherever applicable are regular.

3.4. There is no overdue amount with respect to above loans.

3.5. The company has taken loans aggregating to Rs.24.27 crores (PY Rs. 20.26 crores) from 1 party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding at any time during the year was Rs.10.88 crores (PY Rs.5.88 crores) and the outstanding as on 31-Mar-2013 was Rs.8.90 crores (PY Rs.1.53 crores).

3.6. The rate of interest and other terms and conditions of loan taken by the company are not, prima facie, prejudicial to the interest of the company.

3.7. The loans given/taken by the company are repayable on demand and have been received/paid on demand.

4. The company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal controls system

5. Section 301 contracts

5.1. Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section

5.2. These transactions exceeding value of Rs. 0.05 crores have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, where applicable have been complied with.

7. The company has an internal audit system commensurate with its size and nature of its business.

8. The cost accounts and the records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 have been made and maintained.

9. Statutory dues

9.1. 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 statutory dues with the appropriate authorities.

9.2. The disputed statutory dues aggregating to Rs.251.53 crores (PY Rs.187.86 crores) that have not been deposited on account of matters pending before appropriate authorities are as under: Amount Sl NoName of the statute Forum where dispute is pending (Rs. in Crores)

1 Income Tax Act High Court 13.21

2 Sales Tax Act Assistant/ Deputy Commissioner, Appeals 0.11

Appellate Tribunal 0.01

High Court 0.55

3 CST Act Assistant/ Deputy Commissioner, Appeals 0.24

High Court 0.23

4 VAT Act Assistant/ Deputy Commissioner, Appeals 2 5.92

5 Central Excise Act & Cenvat Asst./Deputy/Additional Commissioner 111.94 Credit Rule

Commissioner, Appeals 11.33

Appellate Tribunal 78.92

High Court 1.86

Supreme Court 7.21

Total 251.53

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. The company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

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

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. Based on information and explanations given to us, the terms and conditions of the guarantee given by the Company to related parties ([Ramco Systems Limited - Guarantee given Rs.233.00 crores (PY Rs.145.00 crores); Loans outstanding Rs.233.00 crores (PY Rs.145.00 crores)]; [Sandhya Spinning Mills Limited - Guarantee given Rs.59.38 crores (PY Rs.59.38 crores); Loans outstanding Rs.26.32 crores (PY Rs.35.62 crores)], [Thanjavur Spinning Mills Limited - Guarantee given Rs.58.00 Crores (PY Rs.58.00 crores); Loans outstanding Rs.41.29 Crores (PY Rs.48.00 crores)]; to secure loans availed from banks by the respective companies, are not prejudicial to the interests of the Company.

16. The Company has raised term loans during the year and these have been applied for the purposes for which they were raised.

17. The funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has no outstanding amount under Debentures that require creation of security/charge.

20. The company has not raised any money by way of public issues during the year.

21. No material fraud on or by the company has been noticed or reported during the year.

For M.S. JAGANNATHAN & N. KRISHNASWAMI For CNGSN & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Registration No.: 001208S Firm Registration No.: 004915S

K. SRINIVASAN C.N GANGADARAN

Partner Partner

Membership No.: 021510 Membership No.: 011205

Chennai

30th May, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Madras Cements Ltd., Rajapalayam as at 31st March, 2012, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, summary of significant accounting policies and other explanatory information. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we have annexed hereto 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 in paragraph 3 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, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. As per representations made by the company and its Directors, no Director is disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a. in the case of 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 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.

ANNEXURE TO THE AUDITORS' REPORT

With reference to paragraph 3 of our report to the members of Madras Cements Ltd. of even date, in our opinion and to the best of knowledge and belief and as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

1. Fixed assets

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

b. The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

c. The fixed assets disposed during the year were not substantial and therefore the going concern status of the company has not been affected.

2. Inventories

a. The management has conducted physical verification at reasonable intervals in respect of its inventory.

b. The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans and advances

a. The company has granted loans aggregating to Rs.104.75 crores during the year (maximum outstanding at any time during the year - Rs.20.00 crores, outstanding as on 31st March 2012 - Rs.13.00 crores) to 1 party listed in the register maintained under section 301 of the Companies Act, 1956.

b. The rate of interest and other terms and conditions of loans given by the company are not, prima facie, prejudicial to the interest of the company.

c. The payment of the principal amounts and the interest wherever applicable are regular.

d. There is no overdue amount with respect to above loans.

e. The company has taken loans aggregating to Rs.20.26 crores (maximum outstanding at any time during the year - Rs.5.88 crores, outstanding as on 31st March 2012 - Rs 1.53 crores) from 1 party listed in the register maintained under section 301 of the Companies Act, 1956.

f. The rate of interest and other terms and conditions of loan taken by the company are not, prima facie, prejudicial to the interest of the company.

g. The loans given/taken by the company are repayable on demand and have been received/paid on demand.

4. The company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal controls system.

5. Section 301 contracts

a. Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

b. These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under where applicable have been complied with.

7. The company has an internal audit system commensurate with its size and nature of its business.

8. The cost accounts and the records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 have been made and maintained.

9. Statutory dues

a. 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, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

b. The disputed statutory dues aggregating to Rs.187.86 crores that have not been deposited on account of matters pending before appropriate authorities are as under

Sl. No. Name of the statute Forum where dispute is pending Amount (Rs in crores)

1 Income Tax Act High Court 13.21

2 Sales Tax Act Assistant / Deputy Commissioner, Appeals 0.64

Appellate Tribunal 0.01

High Court 0.55

3 CST Act Assessing Authority 0.37

Assistant / Deputy Commissioner, Appeals 0.03

High Court 0.23

4 VAT Act Assistant / Deputy Commissioner, Appeals 8.70

High Court 5.36

5 Central Excise Act & Assistant / Deputy / Additional Commissioner 84.72 Cenvat Credit Rules Commissioner, Appeals 6.20

Appellate Tribunal 60.44

High Court 0.19

Supreme Court 7.21

Total 187.86

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

11. The company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. Based on information and explanations given to us, the terms and conditions of the guarantee given by the Company to parties consisting of related parties ([Ramco Systems Limited - Guarantee given Rs.145.00 crores; Loans outstanding Rs.145.00 crores]; [Sandhya Spinning Mills Limited - Guarantee given Rs.59.38 crores; Loans outstanding Rs.35.62 crores], [Thanjavur Spinning Mills Limited - Guarantee given Rs.58.00 Crores ; Loans outstanding 48.00 Crores]) to secure loans availed from banks by the respective companies are not prejudicial to the interests of Madras Cements Ltd.

16. The Company has raised new term loans during the year and these have been applied for the purposes for which they were raised.

17. The funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has no outstanding amount under Debentures that require creation of security/charge.

20. The company has not raised any money by way of public issues during the year.

21. No fraud on or by the company has been noticed or reported during the year.

For M.S. JAGANNATHAN & N. KRISHNASWAMI For CNGSN & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Registration No. 001208S Firm Registration No. 004915S

K. SRINIVASAN C.N. GANGADARAN

Partner Partner

Membership No. 21510 Membership No. 11205

Chennai

24-05-2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of Madras Cements Ltd., Rajapalayam as at 31st March, 2011, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we have annexed hereto 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 in paragraph 3 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, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. As per representations made by the company and its Directors, no Director is disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

ANNEXURE TO THE AUDITORS REPORT

With reference to paragraph 3 of our report to the shareholders of Madras Cements Ltd. of even date, in our opinion and to the best of our knowledge and belief and as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

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

(b) The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

(c) The fixed assets disposed during the year were not substantial and therefore the going concern status of the company has not been affected.

ii (a) The management has conducted physical verification at reasonable intervals in respect of its inventory.

(b) The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii (a) The company has granted loans aggregating to Rs.112.20 crores (maximum outstanding at any time during the year Rs.20.00 crores, outstanding as on 31st March, 2011 - Rs.12.00 crores) to 1 party listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The rate of interest and other terms and conditions of loans given by the company are not, prima facie, prejudicial to the interest of the company.

(c) The payment of the principal amounts and the interest wherever applicable are regular.

(d) There is no overdue amount with respect to above loans.

(e) The company has taken loans aggregating to Rs.9.06 crores (maximum outstanding at any time during the year Rs.3.73 crores, outstanding as on 31st March, 2011 - Rs 1.99 crores) from 1 party listed in the register maintained under section 301 of the Companies Act, 1956.

(f) The rate of interest and other terms and conditions of loan taken by the company are not, prima facie, prejudicial to the interest of the company.

(g) The loans given/taken by the company are repayable on demand and have been received/paid on demand.

iv The company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal control system.

v (a) Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi The company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under where applicable have been complied with.

vii The company has an internal audit system commensurate with its size and nature of its business.

viii The cost accounts and the records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 have been made and maintained.

ix (a) 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, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

(b) The disputed statutory dues aggregating to Rs.148.76 crores that have not been deposited on account of matters pending before appropriate authorities are as under

Amount Sl. Name of the statute Forum where dispute is pending (Rs. in No. crores)

1 Income Tax Act High Court 13.21

Assessing Authority 0.04

2 Sales Tax Act Assistant Commissioner, Appeals 4.35

Appellate Tribunal 2.38

High Court 0.87

Assessing Authority 0.50

3 CST Act Assistant Commissioner, Appeals 0.03

Appellate Tribunal 0.10 High Court 0.02

4 VAT Act High Court 5.36

Assistant / Additional Commissioner 57.51

5 Central Excise Act & Cenvat Credit Rules Commissioner, Appeals 14.48

Appellate Tribunal 42.51

High Court 0.19

Supreme Court 7.21

Total 148.76

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

xi The company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

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

xiii The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xiv The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xv The terms and conditions of the guarantee given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the company.

xvi The Company has raised new term loans during the year and these have been applied for the purposes for which they were raised.

xvii The funds raised on short-term basis have not 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 Companies Act, 1956.

xix The company has no outstanding amount under Debentures that require creation of security/charge.

xx The company has not raised any money by way of public issues during the year.

xxi No fraud on or by the company has been noticed or reported during the year.

For M.S.JAGANNATHAN & N. KRISHNASWAMI For CNGSN & ASSOCIATES Chartered Accountants Chartered Accountants

K. SRINIVASAN C.N. GANGADARAN Partner Partner Membership No. : 21510 Membership No. 11205 Firm Registration Number:001208S Firm Registration Number:004915S

Chennai 25-5-2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Madras Cements Ltd., Rajapalayam as at 31st March, 2010, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the CompanyÃs management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (AuditorÃs Report) Order, 2003, as amended by the Companies (AuditorÃs Report) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we have annexed hereto 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 in paragraph 3 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, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. As per representations made by the company and its Directors, no Director is disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a. in the case of 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 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.

ANNEXURE TO THE AUDITORSÃ REPORT

With reference to paragraph 3 of our report to the shareholders of Madras Cements Ltd. of even date, in our opinion and to the best of knowledge and belief as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

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

(b) The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

(c) The fixed assets disposed during the year were not substantial and therefore the going concern status of the company has not been affected.

ii (a) The management has conducted physical verification at reasonable intervals in respect of its inventory.

(b) The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii (a) The company has granted loans aggregating to Rs.54.00 crores (maximum outstanding at any time during the year Rs.30 crores, outstanding as on 31-Mar-2010 Ã Rs.8.50 crores) to 3 parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The rate of interest and other terms and conditions of loans given by the company are not, prima facie, prejudicial to the interest of the company.

(c) The payment of the principal amounts and the interest wherever applicable are regular.

(d) There is no overdue amount with respect to above loans.

(e) The company has taken loans aggregating to Rs.21.47 crores (maximum outstanding at any time during the year Rs.9.04 crores, outstanding as on 31-Mar-2010 - Rs.0.17 crores) from 1 party listed in the register maintained under section 301 of the Companies Act, 1956.

(f) The rate of interest and other terms and conditions of loan taken by the company are not, prima facie, prejudicial to the interest of the company.

(g) The loans given/taken by the company are repayable on demand and have been received/paid on demand.

iv The company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal controls system.

v (a) Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi The company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under where applicable have been complied with.

vii The company has an internal audit system commensurate with its size and nature of its business.

viii The cost accounts and the records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 have been made and maintained.

ix (a) The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, EmployeesÃ State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

(b) The disputed statutory dues aggregating to Rs.117.98 crores that have not been deposited on account of matters pending before appropriate authorities are as under

Amount Sl. No. Name of the statute Forum where dispute is pending (Rs. in crores)

1 Sales Tax Act Assessing Authority 0.54 Assistant Commissioner, Appeals 4.37

Appellate Tribunal 2.51

High Court 0.89

2 VAT Act High Court 0.69

3 Central Excise Act & Assistant / Additional Commissioner 63.43 CENVAT Credit Rules

Commissioner, Appeals 0.52

Appellate Tribunal 28.85

High Court 0.28

Supreme Court 7.21

4 Service Tax Original Authority 0.78

Appellate Tribunal 7.91

Total 117.98

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

xi The company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

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

xiii The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (AuditorÃs Report) Order, 2003 are not applicable to the company.

xiv The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (AuditorÃs Report) Order, 2003 are not applicable to the company.

xv The terms and conditions of the guarantee given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the company.

xvi The Company has raised new term loans during the year and these have been applied for the purposes for which they were raised.

xvii The funds raised on short-term basis have not 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 Companies Act, 1956.

xix The company has no outstanding amount under Debentures that require creation of security/charge.

xx The company has not raised any money by way of public issues during the year.

xxi No fraud on or by the company has been noticed or reported during the year.

For M.S.JAGANNATHAN & N. KRISHNASWAMI For CNGSN & ASSOCIATES

Chartered Accountants Chartered Accountants

P.SANTHANAM C.N.GANGADARAN

Partner Partner

Membership No. 18697 Membership No. 11205

Firm Registration Number:001208S Firm Registration Number:004915S

Chennai 24-5-2010

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