Auditor Report of Vaishno Cement Company Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Vaishno Cement Company Limited ("the Company") which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash fowl 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 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 fows 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.

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 the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, of the state of affairs of the Company as at 31st March, 2015, and its proft and its cash fows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed 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 purposes of our audit.

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

(c) The Balance Sheet, Statement of Proft 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

For the year ended on 31st march, 2015

Referred to Para 'Report on Other Legal and Regulatory Requirements' in our Report of even date:

(i) The Company doesn't have fixed assets and hence clause is not applicable.

(ii) The Company did not hold any inventory during the year and hence clause is not applicable.

(iii) The Company has not granted any loans, secured or unsecured to companies, forms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence requirements of clause 3(a) and 3(b) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weakness in internal control system.

(v) As informed to us, the Company has not accepted any deposits under the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

(vi) The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of manufacturing activity of the Company.

(vii) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues including Provident Fund, Employees' state Insurance Dues, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and Other material Statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31st, 2015 for a period of more than six months from the date of becoming payable.

(b) As at 31st March, 2015, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Value Added Tax and Cess

(viii) The Company has accumulated losses as at 31st March, 2015 of Rs. 9.03 Crores (P.Y- Rs. 8.80 Crores) and it has incurred cash loss of Rs. 10.51 Lacs (P.Y- Rs. 1.83 Lacs Profit) during the financial year ended on that date or in the immediately preceding financial year.

(ix) The Company has not borrowed any loan from financial institution, bank and debenture holders, hence clause is not applicable.

(x) The Company has not given guarantees for loans taken by others from banks or financial institutions.

(xi) During the year, the Company has not obtained any Term Loan and hence clause is not applicable.

(xii) As per the information and explanations given to us and on the basis of examination of records, no fraud on or by the Company was noticed or reported during the year.

For Rishikesh mishra & associates

Chartered Accountants& Associats

Rishikssh Mishra

Proprietor

FRN: 135719W M. No. : 130717

Place : Mumbai

Date : May 29, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of VAISHNO CEMENT COMPANY LIMITED ("the Company") which comprise the balance sheet as at 31 March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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") read with the General Circular 15/2013 dated 13 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 of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March 2014 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 Act.

The Annexure referred to in our report to the members of VAISHNO CEMENT COMPANY LIMITED for the year ended 31 March 2014. We report that:

1. The Company is not having any Fixed Assets and hence Clause 4 (i)(a), (b) and (c) is not applicable to the company

2. The Company is not having any Inventory and hence Clause 4 (ii) (a), (b) and (c) is not applicable to the company

3. (a) According to the information and explanation given to us and on the basis of records furnished before us, the Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, hence, Clause 4(iii) (b), (c) and (d) of Companies (Auditors'' Report) Order, 2003 are not applicable.

(b) According to the information and explanation given to us and on the basis of records furnished before us for the verification, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause 4(iii) (f) and (g) of Companies (Auditors'' Report) Order, 2003 are not applicable.

4. In our opinion and according the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of business with regard to purchase and sales. During the course of our Audit, we have not observed any continuing failure to correct major weakness of internal audit.

5. In our opinion and according the information & explanations given to us, there are no such transaction made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under Section 301 of the Companies Act 1956, hence Clause 4(v) of Companies (Auditors'' Report) Order 2003 is not applicable.

6. The Company has not accepted any deposits from the public hence Clause 4(vi) of Companies (Auditors'' Report) Order 2003 is not applicable.

7. The Company has an Internal Audit System commensurate with the size of the Company and the nature of business.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act 1956 in respect of products dealt with by the Company.

9. (a) In our opinion and according to the information and explanations given to us, undisputed statutory dues including Provident Fund, Investors'' Education & Protection Fund, Employees State Insurance Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, CESS and any other statutory dues have been regularly deposited in time during the year with appropriate authorities and there are no undisputed statutory dues payable for a period of six months from the date they became payable as at 31st March 2014.

(b) According to the information and explanation given to us there are no disputes pending before the authorities in respect of Sales Tax, Income Tax, Custom Duty and CESS.

10. The Company have accumulated losses as at the end of financial year is Rs. 88,009,736/- (P.Y Rs. 88,193,517/) and has not incurred cash losses in the current financial year and in the immediate preceding financial year.

11. According to the records made available to us and information and explanation given to us by the management, the Company has not defaulted in repayment of any dues to financial institutions or banks.

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

13. In our opinion, the Company is not chit fund, nidhi, mutual fund and societies and accordingly clause 4(xiii) of Companies (Auditors'' Report) Order, 2003 is not applicable.

14. In our opinion and according to the information and explanations given to us, the Company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The Shares, Securities, Debentures and Other Investments are held in the name of the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from Banks & Financial Institutions. Accordingly Clause 4(xv) of Companies (Auditors'' Report) Order, 2003 is not applicable.

16. In our opinion and according to the information and explanations given to us, the Company has not obtained any Term Loan. Accordingly Clause 4(xvi) of Companies (Auditors'' Report) Order, 2003 is not applicable.

17. According to the information and explanations given to us and on the basis of and overall examination of the Balance Sheet of the Company, no funds raised on short term basis have been utilized for long term investment and vice versa.

18. According to the information and explanations given to us company has not made any preferential allotment to the parties & companies covered under section 301 of Companies Act, 1956.

19. During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditors'' Report) Order, 2003 is not applicable.

20. The Company has not raised any money through a Public Issue during the year under Audit. Accordingly Clause 4(xx) of Companies (Auditors'' Report) Order, 2003 is not applicable.

21. During the course of examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the period nor we have been informed of such instances by the management.

For Rishikesh Mishra & Associates Chartered Accountants FRN: 135719W

Rishikesh Mishra Proprietor M. No. : 130717

Place : Mumbai Date : May 29, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of VAISHNO CEMENT COMPANY LIMITED, Kolkata, as at 31st March 2012 and also Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standard require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that :

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

ii) In our opinion, proper books of Accounts as required by the 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 referred to in this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

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

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

a. In the case of Balance Sheet of the State of Affairs of the Company as at 31st March 2012 and

b. In the case of Profit & Loss Account, of the Loss for the year ended on that date.

c. In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report

Referred to in paragraph 3 our report of even date on the accounts for the year ended 31st March 2012 of VAISHNO CEMENT COMPANY LIMITED, KOLKATA.

1. In respect of its Fixed Assets -

a. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. Fixed Assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year, and it has not affected the going concern.

2. In respect of its Inventories -

a. Physical verification of Inventory has been conducted at reasonable intervals by the Management.

b. Procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. There are no inadequacies in such procedures that should be reported.

c. Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3. In respect of Loans granted and taken to/from parties covered in the register maintained u/s 301 of the Companies Act 1956 -

a. The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause III(b) to III(d) of Paragraph 4 of the Order are not applicable to the Company for the current year.

b. N.A. whether the rate of Interest and other terms and conditions of loans given by the Company, secured or unsecured, are prima facie prejudicial to the interest of the Company.

c. N.A. whether receipts of the principal amount and interest are also regular.

d. N.A. if overdue amount is more than Rs. 1 Lac whether reasonable steps have been taken by the Company and recovery of the principal and interest.

e. The company has not taken any loans from the companies covered in the register maintained under section 301 of the Companies Act, 1956

f. In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions for such loans are prima facie prejudicial to the interest of the Company.

g. The Loans are repayable on demand. As informed, lenders have been demanded repayment of any such loans during the year, thus there has been no default on the part of the Company. The Loans given are interest free.

4. In respect of internal control -

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

5. In respect of contacts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956 -

a. In our opinion, and according to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act 1956, have been entered in the Register required to be maintained under that section.

b. In our opinion, and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, are made at price which is reasonable having regard to prevailing market prices at relevant time.

6. In respect of deposits from public -

The Company has not accepted any deposits from the public under section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, during the year.

7. In respect of Internal Audit System -

In our opinion, the Company's internal audit system is commensurate with the size and the nature of its business.

8. In respect of maintenance of cost records -

We have broadly reviewed the books of accounts relating to material, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records u/s 209 (i)(d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In respect of statutory dues -

a. The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-tax, Wealth Tax, Sale-tax, Service Tax, Custom Duty, Excise Duty, CESS and any other statutory due applicable to it;

b. According to the records of the company, there are no dues of income tax, wealth tax, sale-tax, custom duty, sales tax and CESS and excise duty, which have been deposited on account of any dispute.

10. In respect of Accumulated Losses and Cash Losses -

The accumulated losses of the company at the end of financial year are not more than fifty per cent of its net worth.

11. In respect of dues to financial institutions / banks / debentures-

In our opinion and according to information and explanations given to us, the company not defaulted in repayment of dues to financial institution, bank or debenture holders.

12. In respect of loans and advances granted on the basis of security-

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

13. In respect of provisions applicable to chit fund -

In our opinion and according to information and explanations given to us, the company is not a Chit Fund, Nidhi, Mutual Benefit Fund or Society. Accordingly the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

a. Not Applicable

b. Not Applicable

c. Not Applicable

d. Not Applicable

14. In respect of dealing/trading in shares, securities, debentures and other investments -

According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debenture and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

15. In respect of guarantee given for loans taken by others -

On the basis of records examined by us and as per information provided by the Management, we are of the opinion that the company has given guarantees for loans taken by others from bank or financial institutions.

16. In respect of applications of term loans -

In our opinion, the term loan raised by the Company during the year has been applied for the purpose for which it was raised.

17. In respect of fund used -

Based on the overall examination of the Balance Sheet of the Company and a review of the consolidated Fund Flow statement for the year, we report that no funds raised on short term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

18. In respect of Preferential Allotment of Shares -

The Company has not made any Preferential Allotment of Shares to parties and Companies covered in the Register maintained u/s 301 of the Act, during the year.

19. In respect of securities created for debentures -

The company has not issued any debenture during the year. Therefore provisions of Clause (xix) of paragraph 4 of the order are not applicable to the Company.

20. In respect of end use of money raised by Public Issues -

The company has not raised any money through public issue. Hence requirement of item (xx) of paragraph 4 of the order is not applicable to the Company.

21. In respect of fraud -

According to the information and explanations provided to us, a fraud on or by the company has not been noticed or reported during the year.

For Anil Sanklecha & Co.

Chartered Accountants

Place: Kolkata

Date: August 22, 2012

Anil Sanklecha

Proprietor

M. No. 099162

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Mar 31, 2011

1. We have audited the attached Balance Sheet of VAISHNO CEMENT COMPANY LIMITED, Kolkata, as at 31st March 2011 and also Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standard require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that :

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

ii) In our opinion, proper books of Accounts as required by the 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 referred to in this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

v) On the basis of written representations from the directors of the company, taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

a. In the case of Balance Sheet of the State of Affairs of the Company as at 31st March 2011 and

b. In the case of Profit & Loss Account, of the Loss for the year ended on that date.

c. In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report

Referred to in paragraph 3 our report of even date on the accounts for the year ended 31st March 2011 of VAISHNO CEMENT COMPANY LIMITED, KOLKATA.

1. In respect of its Fixed Assets -

a. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. Fixed Assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year, and it has not affected the going concern.

2. In respect of its Inventories -

a. Physical verification of Inventory has been conducted at reasonable intervals by the Management.

b. Procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. There are no inadequacies in such procedures that should be reported.

c. Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3. In respect of Loans granted and taken to/from parties covered in the register maintained u/s 301 of the Companies Act 1956 -

a. The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause III(b) to III(d) of Paragraph 4 of the Order are not applicable to the Company for the current year.

b. N.A. whether the rate of Interest and other terms and conditions of loans given by the Company, secured or unsecured, are prima facie prejudicial to the interest of the Company.

c. N.A. whether receipts of the principal amount and interest are also regular.

d. N.A. if overdue amount is more than Rs. 1 Lac whether reasonable steps have been taken by the Company and recovery of the principal and interest.

e. The company has not taken any loans from the companies covered in the register maintained under section 301 of the Companies Act, 1956

f. In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions for such loans are prima facie prejudicial to the interest of the Company.

g. The Loans are repayable on demand. As informed, lenders have been demanded repayment of any such loans during the year, thus there has been no default on the part of the Company. The Loans given are interest free.

4. In respect of internal control -

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

5. In respect of contacts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956 -

a. In our opinion, and according to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act 1956, have been entered in the Register required to be maintained under that section.

b. In our opinion, and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, are made at price which is reasonable having regard to prevailing market prices at relevant time.

6. In respect of deposits from public -

The Company has not accepted any deposits from the public under section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, during the year.

7. In respect of Internal Audit System -

In our opinion, the Company's internal audit system is commensurate with the size and the nature of its business.

8. In respect of maintenance of cost records -

We have broadly reviewed the books of accounts relating to material, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records u/s 209 (i)(d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In respect of statutory dues -

a. The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-tax, Wealth Tax, Sale-tax, Service Tax, Custom Duty, Excise Duty, CESS and any other statutory due applicable to it;

b. According to the records of the company, there are no dues of income tax, wealth tax, sale-tax, custom duty, sales tax and CESS and excise duty, which have been deposited on account of any dispute.

10. In respect of Accumulated Losses and Cash Losses -

The accumulated losses of the company at the end of financial year are not more than fifty per cent of its net worth.

11. In respect of dues to financial institutions / banks / debentures

In our opinion and according to information and explanations given to us, the company not defaulted in repayment of dues to financial institution, bank or debenture holders.

12. In respect of loans and advances granted on the basis of security

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

13. In respect of provisions applicable to chit fund -

In our opinion and according to information and explanations given to us, the company is not a Chit Fund, Nidhi, Mutual Benefit Fund or Society. Accordingly the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

a. Not Applicable

b. Not Applicable

c. Not Applicable

d. Not Applicable

14. In respect of dealing/trading in shares, securities, debentures and other investments -

According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debenture and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

15. In respect of guarantee given for loans taken by others -

On the basis of records examined by us and as per information provided by the Management, we are of the opinion that the company has given guarantees for loans taken by others from bank or financial institutions.

16. In respect of applications of term loans -

In our opinion, the term loan raised by the Company during the year has been applied for the purpose for which it was raised.

17. In respect of fund used -

Based on the overall examination of the Balance Sheet of the Company and a review of the consolidated Fund Flow statement for the year, we report that no funds raised on short term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

18. In respect of Preferential Allotment of Shares -

The Company has not made any Preferential Allotment of Shares to parties and Companies covered in the Register maintained u/s 301 of the Act, during the year.

19. In respect of securities created for debentures -

The company has not issued any debenture during the year. Therefore provisions of Clause (xix) of paragraph 4 of the order are not applicable to the Company.

20. In respect of end use of money raised by Public Issues -

The company has not raised any money through public issue. Hence requirement of item (xx) of paragraph 4 of the order is not applicable to the Company.

21. In respect of fraud -

According to the information and explanations provided to us, a fraud on or by the company has not been noticed or reported during the year.

For J. Gupta & Co.

Chartered Accountants Place: Kolkata

Date: September 3, 2011

J. N. Gupta

Partner M. No. 051428

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of VAISHNO CEMENT COMPANY LIMITED, Kolkata, as at 31st March 2010 and also Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standard require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that :

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

ii) In our opinion, proper books of Accounts as required by the 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 referred to in this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

v) On the basis of written representations from the directors of the company, taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

a. In the case of Balance Sheet of the State of Affairs of the Company as at 31st March 2010 and

b. In the case of Profit & Loss Account, of the Loss for the year ended on that date.

c. In the case of cash flow statement, of the cash flows for the year ended on that date.

1. In respect of its Fixed Assets -

a. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. Fixed Assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year, and it has not affected the going concern.

2. In respect of its Inventories -

a. Physical verification of Inventory has been conducted at reasonable intervals by the Management.

b. Procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. There are no inadequacies in such procedures that should be reported.

c. Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3. In respect of Loans granted and taken to/from parties covered in the register maintained u/s 301 of the Companies Act 1956 -

a. The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause III(b) to III(d) of Paragraph 4 of the Order are not applicable to the Company for the current year.

b. N.A. whether the rate of Interest and other terms and conditions of loans given by the Company, secured or unsecured, are prima facie prejudicial to the interest of the Company.

c. N.A. whether receipts of the principal amount and interest are also regular.

d. N.A. if overdue amount is more than Rs. 1 Lac whether reasonable steps have been taken by the Company and recovery of the principal and interest.

e. The company has not taken any loans from the companies covered in the register maintained under section 301 of the Companies Act, 1956

f. In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions for such loans are prima facie prejudicial to the interest of the Company.

g. The Loans are repayable on demand. As informed, lenders have been demanded repayment of any such loans during the year, thus there has been no default on the part of the Company. The Loans given are interest free.

4. In respect of internal control -

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

5. In respect of contacts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956 -

a. In our opinion, and according to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act 1956, have been entered in the Register required to be maintained under that section.

b. In our opinion, and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, are made at price which is reasonable having regard to prevailing market prices at relevant time.

6. In respect of deposits from public -

The Company has not accepted any deposits from the public under section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, during the year.

7. In respect of Internal Audit System -

In our opinion, the Company's internal audit system is commensurate with the size and the nature of its business.

8. In respect of maintenance of cost records -

We have broadly reviewed the books of accounts relating to material, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records u/s 209 (i)(d) of the Companies Act 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In respect of statutory dues -

a. The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-tax, Wealth Tax, Sale-tax, Service Tax, Custom Duty, Excise Duty, CESS and any other statutory due applicable to it;

b. According to the records of the company, there are no dues of income tax, wealth tax, sale-tax, custom duty, sales tax and CESS and excise duty, which have been deposited on account of any dispute.

10. In respect of Accumulated Losses and Cash Losses -

The accumulated losses of the company at the end of financial year are not more than fifty per cent of its net worth..

11. In respect of dues to financial institutions / banks / debentures

In our opinion and according to information and explanations given to us, the company not defaulted in repayment of dues to financial institution, bank or debenture holders.

12. In respect of loans and advances granted on the basis of security-

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

13. In respect of provisions applicable to chit fund -

In our opinion and according to information and explanations given to us, the company is not a Chit Fund, Nidhi, Mutual Benefit Fund or Society. Accordingly the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

a. Not Applicable

b. Not Applicable

c. Not Applicable

d. Not Applicable

14. In respect of dealing/trading in shares, securities, debentures and other investments -

According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debenture and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

15. In respect of guarantee given for loans taken by others -

On the basis of records examined by us and as per information provided by the Management, we are of the opinion that the company has given guarantees for loans taken by others from bank or financial institutions.

16. In respect of applications of term loans -

In our opinion, the term loan raised by the Company during the year has been applied for the purpose for which it was raised.

17. In respect of fund used -

Based on the overall examination of the Balance Sheet of the Company and a review of the consolidated Fund Flow statement for the year, we report that no funds raised on short term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

18. In respect of Preferential Allotment of Shares -

The Company has not made any Preferential Allotment of Shares to parties and Companies covered in the Register maintained u/s 301 of the Act, during the year.

19. In respect of securities created for debentures -

The company has not issued any debenture during the year. Therefore provisions of Clause (xix) of paragraph 4 of the order are not applicable to the Company.

20. In respect of end use of money raised by Public Issues -

The company has not raised any money through public issue. Hence requirement of item (xx) of paragraph 4 of the order is not applicable to the Company.

21. In respect of fraud -

According to the information and explanations provided to us, a fraud on or by the company has not been noticed or reported during the year.

For J. Gupta & Co.

Chartered Accountants

Place: Kolkata

Date: September 2, 2010

J. N. Gupta

Partner M. No. 051428