Auditor Report of Burnpur Cement Ltd.

Mar 31, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of BURNPUR CEMENT LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of ''the Companies Act, 2013 (the "Act") with respect to the preparation and presentation 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 Companies(Accounts) Rules, 2014 ("the Rules"). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statement 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 Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act , we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 purpose of our audit;

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

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

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

e. On the basis of the written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" and

g. With respect to the other matters to be included in the Auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us;

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note 26 to the financial statements.

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

iii. There is no amount which is required to be transferred to the Investor Education and Protection Fund by the Company.

i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets of the company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion the frequency of verification is reasonable having regard to the size of the company and nature of its assets.

(c) 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 as disclosed in Note 9 to the financial statements are held in the name of the Company except for the following:

Particulars	whether Freehold or Leasehold	Gross Block (Rs.)	Net Block (Rs.)	Remarks, If Any
Land at Palashdiha, Panchgachia Road, Asansol	Freehold	21214331.00	21214331.00	The title deed is in the erstwhile name of the Company i.e. Ashoka Concrete & Allied Industries (P) Ltd.
Land at Patratu	Leasehold	4941800.00	4941800.00	Ranchi Industrial Area Development Authority has still not transferred the lease in favour of Burnpur Cement Ltd, though Ministry of Corporate Affairs, Office of the Official Liquidator, High Court, Patna has handed over possession to Burnpur Cement Limited from Progressive Cement Limited.

ii) The inventory has been physically verified by the Management during the year. In our Opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is not applicable.

iv) According to the information and explanations given to us, the Company has not granted any loans or provided any guarantees or security to the parties and also has not made any investments and therefore paragraph 3(iv) of the Order is not applicable.

v) The Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Act or any other relevant provisions of the Companies Act and the rules framed there under.

vi) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules, prescribed by the Central Government of India, the maintenance of cost records has been prescribed under sub section (1) of Section 148 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the 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 other material statutory dues, as applicable with the appropriate authorities except the following:

Particulars	Amount (Rs.)
Excise Duty	6972567.00
Service Tax	1743847.00
TDS	1014114.00
P. Tax	16042.00
WCT	189392.00
BOC	63583.00

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, sales tax , duty of customs, value added tax, service tax, excise duty and cess which have not been deposited with the appropriate authority on account of any dispute, except the following:

Particulars	Period to which the matter pertains	Forum where dispute is pending	Amount (Rs.)
Value Added Tax Central Sales Tax	2007-08 2007-08	CTO, Asansol Charge CTO, Asansol Charge	44355.00 421313.00
Value Added Tax Central Sales Tax	2008-09 2008-09	CTO, Asansol Charge CTO, Asansol Charge	1300389.00 55674.00
Value Added Tax Central Sales Tax	2009-10 2009-10	West Bengal Appellate & Revisional Board, Kolkata	783434.00 145087.00
Value Added Tax Central Sales Tax	2010-11 2010-11	West Bengal Appellate & Revisional Board, Kolkata	6667694.00 315464.00
Value Added Tax Central Sales Tax	2011-12 2011-12	West Bengal Appellate & Revisional Board, Kolkata	8108687.00 6291042.00
Jharkhand Value Added Tax	2013-14	Commissioner of Commercial Taxes Jharkhand, Ranchi	1599878.00
Central Excise	2013-14	CESTAT	20730181.00

Income Tax

N.B.: According to the information and explanation given to us and the documents and records examined by us, an appeal was preferred before the income tax appellate authorities for the A.Y. 2007-08, 2008-09,which was decided in favour of the assessee and a relief to the tune of Rs. 83,20,932/- and Rs.3,80,46,637/- was given. However the income tax department has preferred an appeal before the income tax appellate Tribunal, which is pending for disposal.

viii) According to the records of the Company examined by us and the information and explanations given to us, the company has defaulted in repayment of dues to banks as at the balance sheet date and the details of defaults are furnished below:-

Particulars	Amount of default as at the balance sheet date	Period of default	Remarks, if any.
i) Name of the Lenders: Bank a) Central Bank of India	21476340.00	April - August 2015	Interest has been rescheduled into new Funded Interest Term loan as per sanction letter reference no. CFBK/CMD/2014-15/03/2050/A dt.28.03.2015
	5528334.00	February 2016	Interest for the month of February not paid till 31.03.2016

Particulars	Amount of default as at the balance sheet date	Period of default	Remarks, if any.
b) State Bank of Hyderabad	23133908.00	April-August 2015	Interest has been rescheduled into new Funded Interest Term Loan as per sanction letter reference no. F/ADV/ Burnpur/2874 dt.26.02.2015
	5554025.00	February 2016	Interest for the month of February not paid till 31.03.2016.
c) State Bank of India	26647972.00	April-October 2015	Interest has been rescheduled into new Funded Interest Term loan as per sanction letter reference no. RMME/ SME-ASN/14-15/315 dt.28.03.2015.
	23377425.00	April- September 2015	Interest has been rescheduled into new Funded Interest Term loan as per sanction letter reference no. UBI/CIC/ ADV/15 dt.07.03.2015
d) United Bank of India	300000.00	January 2016	Interest for the month of January not paid till 31.03.2016
	5579654.00	February 2016	Interest for the month of February not paid till 31.03.2016

ix) The company has not raised any money by way of public issue and follow on issue. However the company has taken new term loans and restructured its old term loans during the year. The term loans have been applied for the purposes for which they have been taken.

x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

xi) 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.

xii) In our opinion and according to the information and explanation given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with Section 188 of the Companies Act, 2013 including the Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the company, the company has converted the share warrants into fully paid equity shares under private placement.

xv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For M/s N.K.Agarwal & Co.

(Chartered Accountants)

Registration No.308115E

N. K. Agarwal

Dated : 24.05.2016 (Proprietor)

Place : Asansol Membership No. 14267

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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 Rules made thereunder.

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

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act ( hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d. In our opinion, the accompanying financial statements dealt with by this Report comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

f. With respect to 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 explanation given to us;

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note 26 to the financial statements.

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

iii. There has been delay in transferring an amount of Rs.15000, to the Investor Education and Protection Fund by the Company for which interest amounting to Rs.7200 has been paid;

Annexure to Independent Auditors' Report

Referred to in Paragraph 1 of the Independent Auditor Report of even date to the members of Burnpur Cement Limited on the financial statements for the year ended 31st March,2015

i) (a)The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets of the company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. .In our opinion, the frequency of verification is reasonable.

ii) (a) The inventory has been physically verified by the Management during the year. In our Opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii ) of the Order is not applicable

iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) The Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Act or any other relevant provisions of the Companies Act and the rules framed there under.

vi) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules, prescribed by the Central Government of India, the maintenance of cost records has been prescribed under sub section (1) of section 148 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance , income tax, sales tax, wealth tax , service tax , duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable with the appropriate authorities

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax , wealth tax , duty of customs, value added tax, cess which have not been deposited on account of any dispute .The particulars of dues of value added tax and central sales tax as at 31st March, 2015 which have not been deposited on account of a dispute, are as follows:

Particulars Period to which Forum where dispute is pending the matter pertains

West Bengal Sales 2004-2005 West Bengal Taxation Tribunal, Tax Kolkata

Value Added Tax 2009-2010 West Bengal Appellate & Revisional Board, Kolkata

Value Added Tax 2010-2011 West Bengal Appellate & Revisional Board, Kolkata

Value Added Tax 2011-2012 Sr.Joint Commissioner,Sales Tax Asansol

Central Sales Tax 2009-2010 West Bengal Appellate & Revisional Board, Kolkata Revisional Board & Asansol

Central Sales Tax 2010-2011 West Bengal Appellate & Revisional Board, Kolkata Revisional Board & Asansol

Central Sales Tax 2011-2012 Sr.Joint Commissioner,Sales Tax Asansol

Particulars Amount (Rs.)

West Bengal Sales Tax 1335407/-

Value Added Tax 783434/-

Value Added Tax 6667694/-

Value Added Tax 8108687/-

Central Sales Tax 145087/-

Central Sales Tax 315464/-

Central Sales Tax 6291042/-

Income Tax

N.B. : According to the information and explanation given to us the documents and records examined by us an appeal was preferred before the income tax appellate authorities for the A.Y. 2007-08, 2008-09, which was decided in favour of the assesse and a relief to the tune of Rs. 83,20,932/- and Rs. 3,80,46,637/- was given. However the income tax department has preferred an appeal before the Income Tax Appellate Tribunal, which is pending for disposal.

c) According to the information and explanations given to us and the records of the company examined by us,the amount required to be transferred to Investor Education and Protection Fund has been transferred along with interest in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

viii) The company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix) According to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date except in the case of Bridge loan taken from West Bengal Industrial Development Corporation Ltd against admitted claim of interest subsidy under West Bengal Incentive Scheme, 2000.

x) The Company has not given any guarantee in respect of loans taken by others from banks etc,. Accordingly, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xi) The company has restructured its term loan during the year. The term loans outstanding during the year have been applied for the purposes for which they have been raised.

xii) During the course of our examination of the books and the records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the management.

For M/s N.K.Agarwal & Co. (Chartered Accountants) Dated : 27.05.2015 Registration No.308115E Place : Asansol N. K. Agarwal (Proprietor) Membership No. 14267

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 misstatements.

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

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

Opinion

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

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

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Act, we report that:

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).

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

ANNEXURE TO INDEPENDENT AUDITORS REPORT

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

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. All the fixed assets have not been verified by the management during the period. According to the information and explanations given to us, there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

2) None of the Fixed Assets have been re-valued during the period.

3) a) The inventory has been physically verified during the period. In our opinion the frequency of verification is reasonable.

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

c) 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. No major discrepancies were noticed.

4) The Company has taken unsecured loan and secured loans from financial institutions, banks, body corporate and director. However the terms of loans are not prima facie prejudicial to the interest of the Company.

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

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

b) In our opinion and according to the information and explanation given to us , the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained U/s 301 of the Companies Act,1956 and exceeding the value of Rs. 5000/- in respect of each party during the year have been made at a price which appear reasonable as per information available with the company.

6) i) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax and Sales Tax and such other statutory dues with the appropriate authorities.

ii) The disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:-

Particulars Period to Forum where dispute is Amount (Rs.) which the pending matter pertains

Sales Tax 2004-05 West Bengal Taxation Tribunal, 1335407/- Kolkata

Sales Tax 2009-2010 Sr. Joint Commissioner, Sales Tax, Asansol 783434/-

Sales Tax 2010-2011 Sr. Joint Commissioner, Sales Tax, Asansol 6667694/-

Central Sales Tax 2009-2010 Sr. Joint Commissioner, Sales Tax, Asansol 145087/-

Central Sales Tax 2010-2011 Sr. Joint Commissioner, Sales Tax, Asansol 315464/-

Income Tax 2008-2009 CIT (Appeal), Asansol 764860/-

Income Tax 2009-2010 CIT (Appeal), Asansol 2260590/-

Income Tax 2010-2011 CIT (Appeal), Asansol 137310/-

7) The Company has not granted any loans, secured or unsecured to the companies, firms or other partiers in which directors are interested.

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

9) According to the information and explanation given to us, the Company has not accepted any deposits from the public. Accord- ingly, paragraph 4(vi) of the order is not applicable.

10) The Company has adequate Internal Audit System commensurate with the size and nature of its business.

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

12) Based on our Audit procedures and according to information and explanation given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to Banks and Financial Institutions.

13) Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

14) In our opinion, the Company is not a chit fund or 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.

15) In our opinion and according to the information and explanations given to us, 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.

16) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

17) According to information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opining that there are no funds raised on short term basis that have been used for long term investment and vice versa.

18) The company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

19) According to the information and explanations given to us, the convertible Warrants earlier allotted in F.Y.2012-13 to parties including those who are covered in the register maintained under section 301 of the Companies Act, 1956 were converted into Equity Shares on 09.08.2013.

20) In our opinion and according to the information and explanations given to us, the Company has not issued any secured deben- tures during the year, hence paragraph 4(xix) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Com- pany.

21) During the period covered by our Audit Report, the Company has not raised any money by way of Public Issues. However, out of the 12550000 Share Warrants issued in the last year, 2135000 share warrants have been converted into equity shares during the current year and 7000000 fresh Share Warrants were issued during the current year.

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

For M/s. N. K. Agarwal & Co. (Chartered Accountants) Registration No. 308115E

N. K. Agarwal Dated : 14.05.2014 (Proprietor) Place : Asansol Membership No. 014267

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) 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 Auditors 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 material misstatements.

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

Opinion

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

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

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

and

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Act, we report that:

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Account- ing Standards referred to in section 211 (3C) of the Act

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

ANNEXURE TO AUDITORS REPORT

(Referred to in Paragraph (1) thereof)

To the Shareholders of

BURNPUR CEMENT LIMITED

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed asset. All the fixed assets have not been verified by the management during the period. According to the information and explanations given to us there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

2) None of the Fixed Assets have been re-valued during the period.

3) a) The inventory has been physically verified during the period. In our opinion the frequency of verification is reasonable.

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

c) 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. No major discrepancies were noticed.

4) The Company has taken unsecured loan and secured loans from financial institutions banks, and body corporate, and director. However the terms of loans are not prima facie prejudicial to the interest of the Company.

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

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

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of con- tracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5000 in respect of each party during the year have been made at a prices which appear reasonable as per information available with the company.

6) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax and Sales Tax and such other statutory dues with the appropriate authorities.

a) Demand of Rs.55.06 Lac raised on completion of Sales Tax Assessment for the years ended on 31-03-1996 and 31-03- 2005 under West Bengal Sales Tax Act, 1994, have not been provided for in the books. It is explained by the Management that the whole demand is disputed and revision/ appeal have been preferred before appropriate Appellate Forum and the management has bonafide belief that demand will be reduced to Nil on disposal of revision / appeal proceedings.

b) Demand of Rs. 7,83,434/- raised on completion of sales tax assessment for the year ended on 31.03.2010 under West Bengal VAT Act, 2003 and Rs. 1,45,087/- under Central Sales Tax Act have not been provided for in the books. It is explained by the management that the whole demand is disputed and revision/appeal have been preferred before appro- priate Appellate Forum and the management has bonafide belief that demand will be reduced to Nil on disposal of revision/ appeal proceedings.

c) The demand of Rs. 380.46 Lakhs raised on completion of Income Tax regular assessment for the asst. year 2008-09 has been reduced to Nil by CIT(A), Asansol. But the department has gone in second appeal before the Tribunal and the management firmly believes that there will not be any demand.

d) Fresh demand of Rs. 1,04,559/- for A.Y 2006-07, Rs. 74,06,921/- for A.Y 2007-08, Rs. 7,64,860/- for A.Y. 2009-10 and Rs. 22,60,590/- for A.Y. 2010-11 raised by Income Tax Department on completion of income as assessment, have not been provided for in the Books of Accounts. The demands are disputed and appeals have been filed for all the years before the appropriate appellant authority and the management is confident that demand will be reduced to Nil on completion of appeal proceedings.

7) The Company has not granted any loans, secured or unsecured to the companies, firms or other partiers in which directors are interested.

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

9) According to the information and explanation given to us, the Company has not accepted any deposits from the public. Accord- ingly, paragraph 4(vi) of the order is not applicable.

10) The Company has adequate internal Audit system commensurate with the size and nature of its business.

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

12) Based on our Audit procedures and according to information and explanation given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to Banks and Financial Institutions.

13) Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

14) In our opinion, the Company is not a chit fund or 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.

15) In our opinion and according to the information and explanations given to us, 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.

16) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

17) According to information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opining that there are no funds raised on short term basis that have been used for long term investment and vice versa.

18) The company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

19) According to the information and explanations given to us, the Company has made preferential allotment of convertible warrants to parties including those who are covered in the register maintained under Section 301 of the Companies Act, 1956.

20) In our opinion and according to the information and explanations given to us, the Company has not issued any secured deben- tures during the year, hence paragraph 4(xix) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Com- pany.

21) During the period covered by our Audit Report, the Company has not raised any money by way of Public Issues. However the balance share warrants of 29 lakh have been converted into equity shares during the year and fresh convertible warrants of 12550000 have been issued during the year.

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



For M/s. N. K. Agarwal & Co.

(Chartered Accountant)



N. K. Agarwal

Dated : 22.05.2013 (Properties)

Place : Asansol Membership No. 14267

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Mar 31, 2012

We have audited the attached Balance Sheet of Burnpur Cement Limited as on 31st March, 2012, the Statement of the Profit & Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1) As required by Companies (Auditor’s Report) Order 2003, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) We further report that: -

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub sec (3c) of sec 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board of directors, we report that none of the directors of the Company are prima facie disqualified Under Section 274(1)(g) of the Companies Act, 1956.

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

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

(ii) in the case of the Statement of Profit & Loss, of the Profit of the Company for the year ended on that date.

(iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT TO THE SHAREHOLDERS OF BURNPUR CEMENT LIMITED. (Referred to in Paragraph (1) thereof)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed asset. All the fixed assets have not been verified by the management during the period. According to the information and explanations given to us there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

2) None of the Fixed Assets have been re-valued during the period.

3) a) The inventory has been physically verified during the period. In our opinion the frequency of verification is reasonable.

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

c) 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. No major discrepancies were noticed.

4) The Company has taken unsecured loan and secured loans from financial institutions banks, and body corporate, and director. However the terms of loans are not prima facie prejudicial to the interest of the Company.

5) Based on the Audit procedures applied by us and by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301, hence not applicable.

6) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax and Sales Tax and such other statutory dues with the appropriate authorities.

a) Demand of Rs.55.06 Lac raised on completion of Sales Tax Assessment for the years ended on 31-03-1996 and 31-03-2005 under West Bengal Sales Tax Act, 1994, have not been provided for in the books. It is explained by the Management that the whole demand is disputed and revision/ appeal have been preferred before appropriate Appellate Forum and the management has bonafide belief that demand will be reduced to Nil on disposal of revision / appeal proceedings.

b) The demand of Rs. 380.46 Lakhs raised on completion of Income Tax regular assessment for the asst. year 2008-09 has been reduced to Nil by CIT(A), Asansol. But the department has gone in second appeal before the Tribunal and the management firmly believes that there will not be any demand.

7) The Company has not granted any loans, secured or unsecured to the companies, firms or other partiers in which directors are interested.

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

9) According to the information and explanation given to us, the Company has not accepted any deposits from the public. Accordingly, paragraph 4(vi) of the order is not applicable.

10) The Company has adequate internal Audit system commensurate with the size and nature of its business.

11) The maintenance of records as prescribed u/s 209(1) (d) of Companies Act, 1956 (as amended) for the product manufactured by the Company have been maintained.

12) Based on our Audit procedures and according to information and explanation given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to Banks and Financial Institutions.

13) Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

14) In our opinion, the Company is not a chit fund or 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.

15) In our opinion and according to the information and explanations given to us, 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.

16) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor’s Report) Order 2003 are not applicable to the Company.

17) According to information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opining that there are no funds raised on short term basis that have been used for long term investment and vice versa.

18) The company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

19) According to the information and explanations given to us, 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.

20) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the year, hence paragraph 4(xix) of the Companies (Auditor’s Report) Order 2003 are not applicable to the Company.

21) During the period covered by our Audit Report, the Company has not raised any money by way of Public Issues. But out of 2 crores share warrants issued in last year, 1.71 crores have been converted into equity shares and balance of 29 lakh warrants will be converted in the next year.

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

For M/s N. K. Agarwal & Co. (Chartered Accountant)

Dated : 25/05/2012

Place : Kolkata Mr. N. K. Agarwal (Proprietor) Membership No 14267

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Mar 31, 2010

We have audited the attached Balance Sheet of Burnpur Cement Limited as on 31st March, 2010 and the Profit & Loss Account and the Cash Flow statement of the Company 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.

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

1) As required by Companies (Auditors Report) order 2003, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclosed in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the said order.

2) We further report that: -

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

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

c) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Profit & Loss Account referred to in this report comply with the mandatory Accounting Standards referred to in sub sec 3(c) of sec 211 of the Companies Act, 1956, to the extent applicable.

e) On the basis of written representations received from the directors as on 31st March 2010 and taken on record by the Board of directors, we report that none of the directors of the Company are prima facie disqualified Under Section 274(1)(g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss Account read together with all the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: -

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

(ii) in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date.

(iii)In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

To the Shareholders of Burnpur Cement Limited.

(Referred to in Paragraph (1) thereof)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed asset. All the fixed assets have not been verified by the management during the period. According to the information and explanations given to us there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

2) None of the Fixed Assets have been revalued during the period.

3) a) The inventory has been physically verified during the period. In our opinion the frequency of verification is reasonable.

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

c) 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. No major discrepancies were noticed.

4) The Company has taken unsecured loan and secured loans from financial institutions and banks. However the terms of loans are not prima facie prejudicial to the interest of the Company.

5) Based on the Audit procedures applied by us and by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301, hence not applicable.

6) a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax and Sales Tax and such other statutory dues with the appropriate authorities.

b) Demand of Rs.55.07 Lac raised on completion of Sales Tax Assessment for the years ended on 31-03-1996 and 31-03-2005 under West Bengal Sales Tax Act, 1994, have not been provided for in the books as explained by the Management that the whole demand is disputed and revision/ appeal have been preferred before appropriate Appellate Forum and the management has bonafide belief that demand will be reduced to Nil on disposal of revision / appeal proceedings.

7) The Company has not granted any loans, secured or unsecured to the companies, firms or other partiers in which directors are interested.

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

9) According to the information and explanation given to us, the Company has not accepted any deposits from the public. Accordingly, paragraph 4(vi) of the order is not applicable.

10) The Company has adequate internal Audit system commensurate with the size and nature of its business.

11) The maintenance of records as prescribed u/s 209(1) (d) of Companies Act, 1956 (as amended) for the product manufactured by the Company have been maintained.

12) Based on our Audit procedures and on the information and explanations by the management. We are of the opinion that the Company has not defaulted in repayment of dues to Bank and Financial Institution.

13) Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

14) In our opinion, the Company is not a chit fund or 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.

15) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions for clause 4(xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

16) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore, the provisions for clause 4(xv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

17) In our opinion and according to the information and explanations given to us and on an over all examination of the Balance Sheet of the Company. We report that no funds raised on short- term basis have been used for long term investment and vice-versa.

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

19) According to the information and explanations given to us, 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.

20) In our opinion and according to the information and explanations given to us, the Companies has not issued any secured debentures during the year, hence paragraph 4(xix) of the companies (Auditors Report) order 2003 are not applicable to the Company.

21) During the period covered by our Audit Report, the Company has not raised any money by way of Initial Public Issues.

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

For M/s N.K.Agarwal & Co.

(Chartered Accountants)

Dated : 30th April, 2010. N.K.Agarwal

Place : Kolkata (Proprietor)

Membership No. 14267