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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Prism Johnson Ltd.

Mar 31, 2025

To the Members of Prism Johnson LimitedReport on the Audit of the Standalone Financial StatementsOPINION

We have audited the standalone financial statements of Prism Johnson Limited (âthe Companyâ), which comprise the Balance sheet as at March 31, 2025, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

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 Companies Act, 2013, as amended (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

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

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditorâs responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters

How our audit addressed the key audit matter

Revenue recognition (as described in note 1.15 of the standalone financial statements)

Revenue from the sale of goods (hereinafter referred to as âRevenueâ) is recognised when the Company performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such revenue recognition in case of sale of goods is when the control over the same is transferred to the customer.

Our audit procedures included the following :

â¢ Assessed the Companyâs accounting policies relating revenue, discounts, incentives and rebates by comparing with applicable accounting standards.

â¢ Evaluated the design, implementation and tested the operating effectiveness of Companyâs controls in respect of revenue recognition, revenue cut off and accrual of discounts, incentives and rebates.

â¢ On a sample basis, tested supporting documentation for sales transactions recorded during the year which included sales invoices, customer contracts and shipping documents, etc.

Key audit matters	How our audit addressed the key audit matter
The timing of revenue recognition is relevant to the reported	â¢	Performed, on a sample basis, substantive testing in respect
performance of the Company. The management considers		of sales transactions recorded during the period closer to the
revenue as a key measure for evaluation of performance.		year end.
There is a risk of revenue being recorded before control is transferred and hence considered as a key audit matter.	â¢	Compared revenue with historical trends and where appropriate, conducted further enquiries and testing.
Further, revenue is measured net of discounts, incentives, rebates etc. given to the customers on the Companyâs sales. The Companyâs presence across different marketing regions within the country and the competitive business environment	â¢	Assessed completeness and verified, on a sample basis, the underlying documentation for discounts, incentives and rebates recorded and disbursed during the year.
makes the assessment of various types of discounts, incentives	â¢	Compared the historical trend of payments and reversal
and rebates complex.		of discounts, incentives and rebates to provisions made to
Therefore, there is a risk of revenue being misstated as a result		assess the current year accruals.
of variations in the assessment of discounts, incentives and	â¢	Examined the manual journals posted to revenue, discounts,
rebates.		rebates and incentives to identify unusual or irregular items.
Given the complexity and judgement required to assess the	â¢	Assessed disclosures in financial statements in respect of
provision for discounts, incentives and rebates, this is a key audit matter.		revenue, as specified in Ind AS 115.
Litigations and claims (as described in note 4.05(a) of the standalone financial statements)
The Company has ongoing litigations relating to direct tax,	Our audit procedures included the following :
indirect tax and other legal matters with various authorities which could have a significant impact on the results, if the potential exposures were to materialise.	â¢	Obtained and read the Companyâs accounting policies in respect of claims, provisions and contingent liabilities to assess compliance with accounting standards.
The amounts involved are significant, and the application of accounting standards to determine the amount, if any, to be provided as a liability or disclosed as a contingent liability, is inherently subjective.	â¢	Assessed the design and implementation of the Companyâs controls over the assessment of litigations and completeness of disclosures. Supporting documentation were tested for the positions taken by the management, meetings conducted
Claims against the Company not acknowledged as debts are		with Companyâs in-house legal team, tax team and minutes of
disclosed in the financial statements by the Company after a		Board were reviewed, to test the operating effectiveness of
careful evaluation of the facts and legal aspects of the matters		these controls.
involved. The outcome of such litigation is uncertain and the position taken by management involves significant judgment and estimation to determine the likelihood and / or timing of cash outflows and the interpretation of preliminary and pending court rulings.	â¢	1 nvolved our tax specialists to assess relevant historical and recent judgements passed by the appropriate authorities in order to challenge the basis used for the accounting treatment and resulting disclosures.
	â¢	Read the legal opinions of external legal advisors, wherever applicable, for significant matters. Also, assessed the objectivity and competence of external legal experts / law firms as referred herein.
	â¢	Obtained direct legal confirmations for significant matters from external law firms handling such matters to corroborate management conclusions.
	â¢	Assessed in accordance with accounting standards, the provisions in respect of litigations and assessed disclosures relating thereto, including those for contingencies.

Key audit matters

How our audit addressed the key audit matter

Impairment of investment in Raheja QBE General Insurance Company Limited, a subsidiary company (as described in note 2.03 of the standalone financial statements)

The Company has a carrying value of investment in Raheja QBE General Insurance Company Limited, a subsidiary company of Rs. 339.26 Crores as at March 31, 2025.

Considering the continued losses recorded over the years by the aforesaid subsidiary company, the man agement has identified that indicators exist that requires the management to test the carrying value of such investment for possible impairment.

We identified impairment assessment of investment in the said subsidiary as a key audit matter because carrying value of the investment is significant, assessment process is complex, judgemental by nature and further due to the inherent subjectivity, uncertainty and judgement involved in the key assumptions.

Our audit procedures included the following :

â¢ Evaluated the key judgements / assumptions underlying managementâs assessment of potential indicators of impairment.

â¢ Obtained the projections and evaluated managementâs methodology, assumptions and estimates used in these calculations.

â¢ Performed sensitivity analysis around impact of future cash flows due to changes in key assumptions considered by management.

â¢ Verified the arithmetical accuracy of the future cash flow model including comparison with budgets.

â¢ Involved our valuation specialist to review the appropriateness of methodology and key assumptions considered by management to determine discounted future cash flows.

â¢ Ensured appropriate disclosures in the financial statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORâS REPORT THEREON

The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditorâs report thereon. The Annual Report is expected to be made available to us after the date of this auditorâs report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

RESPONSIBILITIES OF MANAGEMENT FOR THE STANDALONE FINANCIAL STATEMENTS

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance

with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

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

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

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

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

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

obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2025 and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure 1â 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, to the extent applicable, that :

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) I n our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 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 with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 4.05(a) to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer note 4.05(c) to the standalone financial statements;

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

iv. a) The management has represented that,

to the best of its knowledge and belief, as disclosed in the note 4.25(iii) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 4.25(iii) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed th at have been consid ered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit

log) facility and the same has operated throughout the year for all relevant transactions recorded in the software (refer note 4.27 to the financial statements). Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention.

For S R B C & CO LLP

Chartered Accountants ICAI Firm Registration Number : 324982E / E300003

per Firoz Pradhan

Partner

Membership Number : 109360 UDIN: 25109360BMKYGS5194

Place of Signature : Mumbai Date : May 15, 2025

Mar 31, 2024

Prism Johnson Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial statements of Prism Johnson Limited (âthe Companyâ), which comprise the Balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

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 Companies Act, 2013, as amended (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

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

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Key audit matters

How our audit procedures addressed the key audit matter

Revenue recognition (as described in note 1.15 of the standalone financial statements)

Our audit procedures included the following:

â¢ Assessed the Companyâs accounting policies relating revenue, discounts, incentives and rebates by comparing with applicable accounting standards.

Key audit matters	How our audit procedures addressed the key audit matter
The timing of revenue recognition is relevant to the reported	â¢	On a sample basis, tested supporting documentation
performance of the Company. The management considers		for sales transactions recorded during the year which
revenue as a key measure for evaluation of performance. There		included sales invoices, customer contracts and shipping
is a risk of revenue being recorded before control is transferred		documents, etc.
and hence considered as a key audit matter.	â¢	Performed, on a sample basis, substantive testing in respect
Further, revenue is measured net of discounts, incentives,		of sales transactions recorded during the period closer to
rebates etc. given to the customers on the Companyâs sales. The		the year end and subsequent to the year end.
Companyâs presence across different marketing regions within	â¢	Compared revenue with historical trends and where
the country makes the assessment of various types of discounts,		appropriate, conducted further enquiries and testing.
incentives and rebates complex.	â¢	Assessed completeness and verified, on a sample basis,
Therefore, there is a risk of revenue being misstated as a result		the underlying documentation for discounts, incentives and
of variations in the assessment of discounts, incentives and		rebates recorded and disbursed during the year.
rebates.	â¢	Compared the historical trend of payments and reversal
Given the complexity and judgement required to assess the		of discounts, incentives and rebates to provisions made to
provision for discounts, incentives and rebates, this is a key audit		assess the current year accruals.
matter.	â¢	Examined the manualjournals posted to revenue, discounts, rebates and incentives to identify unusual or irregular items.
	â¢	Assessed disclosures in financial statements in respect of revenue, as specified in Ind AS 115.
Litigations and claims (as described in note 4.05(a) of the standalone financial statements)
The Company has ongoing litigations relating to direct tax,	Our audit procedures included the following:
indirect tax and other legal matters with various authorities which could have a significant impact on the results, if the potential	â¢	Obtained and read the Companyâs accounting policies in respect of claims, provisions and contingent liabilities to
exposures were to materialise.		assess compliance with accounting standards.
The amounts involved are significant, and the application of	â¢	Assessed the design and implementation of the
accounting standards to determine the amount, if any, to be		Companyâs controls over the assessment of litigations and
provided as a liability or disclosed as a contingent liability, is		completeness of disclosures. Supporting documentation
inherently subjective.		were tested for the positions taken by the management,
Claims against the Company not acknowledged as debts are disclosed in the financial statements by the Company after a careful evaluation of the facts and legal aspects of the matters		meetings conducted with Companyâs in-house legal team, tax team and minutes of Board were reviewed, to test the operating effectiveness of these controls.
involved. The outcome of such litigation is uncertain and the	â¢	Involved our tax specialists to assess relevant historical and
position taken by management involves significant judgment		recent judgements passed by the appropriate authorities
and estimation to determine the likelihood and/or timing of cash		in order to challenge the basis used for the accounting
outflows and the interpretation of preliminary and pending court		treatment and resulting disclosures.
rulings.	â¢	Read the legal opinions of external legal advisors, wherever applicable, for significant matters. Also, assessed the objectivity and competence of external legal experts/law firms as referred herein.
	â¢	Obtained direct legal confirmations for significant matters from external law firms handling such matters to corroborate management conclusions.
	â¢	Assessed in accordance with accounting standards, the provisions in respect of litigations and assessed disclosures relating thereto, including those for contingencies.

Key audit matters

How our audit procedures addressed the key audit matter

Impairment of investment in Raheja QBE General Insurance Company Limited, a subsidiary company (as described in note 2.03 of the standalone financial statements)

The Company has a carrying value of investment in Raheja QBE General Insurance Company Limited, a subsidiary company of Rs. 295.89 crores as at March 31, 2024.

Considering the continued losses recorded over the years by the aforesaid subsidiary company, the management has identified that indicators exist that requires the management to test the carrying value of such investment for possible impairment.

We identified impairment assessment of investment in the said subsidiary as a key audit matter because carrying value of the investment is significant, assessment process is complex, judgemental by nature and considering the subjectivity involved in key assumptions viz., projected future cash inflows, expected growth rate, discount rate and terminal growth rate.

Our audit procedures included the following:

â¢ Evaluated the key judgements / assumptions underlying managementâs assessment of potential indicators of impairment.

â¢ Obtained the projections and evaluated managementâs methodology, assumptions and estimates used in these calculations.

â¢ Performed sensitivity analysis around impact of future cash flows due to changes in key assumptions considered by management.

â¢ Verified the arithmetical accuracy of the future cash flow model including comparison with approved budgets.

â¢ Involved our valuation specialist to review the appropriateness of methodology and key assumptions considered by management to determine discounted future cash flows.

â¢ Ensured appropriate disclosures in the financial statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORâS REPORT THEREON

The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditorâs report thereon. The Annual Report is expected to be made available to us after the date of this auditorâs report.

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

RESPONSIBILITIES OF MANAGEMENT FOR THE STANDALONE FINANCIAL STATEMENTS

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that

give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

The financial statements of the Company for the year ended March 31, 2023, included in these standalone financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 10, 2023.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act,

we give in the âAnnexure 1â 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, to the

extent applicable, that :

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for matters stated in paragraph (i)(vi) below on reporting under Rule 11(g);

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (i)(vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 4.05(a) to the standalone financial statements;

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

iv. a) The management has represented that,

to the best of its knowledge and belief, other than as disclosed in the note 4.26(iii)

(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the note 4.26(iii)

(b) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding

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

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for direct changes to data when using certain access rights, as described in note 4.29 to the financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of other accounting software.

For S R B C & CO LLP

Chartered Accountants ICAI Firm Registration Number: 324982E/E300003

per Firoz Pradhan

Partner

Membership Number: 109360 UDIN: 24109360BKFMCI4348

Place of Signature: Mumbai Date: May 16, 2024

Mar 31, 2023

Prism Johnson Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL

STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of Prism Johnson Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe Standalone Financial Statementsâ).

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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its loss, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Financial Statement in accordance with the Standards on Auditing (âSAsâ) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules framed thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. 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.

KEY AUDIT MATTERS

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

Sr.

No.

Key Audit Matters

How our audit addressed the Key Audit Matters

Evaluation of Provisions and Contingent Liabilities

As at the Balance Sheet date, the Company has certain open legal cases and other contingent liabilities as disclosed in note no. 4.05. The assessment of the existence of the present legal or constructive obligation and analysis of the probability of the related payment require the management to make judgement and estimates in relation to the issues of each matter.

Our procedures included, amongst others :

We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind AS 37 on âProvisions, Contingent Liabilities and Contingent Assets".

We have obtained a detailed understanding of these items and assumptions applied and analysed significant changes from prior periods. We have held regular meetings with the management and key legal personnel responsible for handling legal matters.

Sr. No.	Key Audit Matters	How our audit addressed the Key Audit Matters
	The management with the help of its experts, as needed,	In addition, we have reviewed :
	have made such judgements and estimates relating to the	â¢	the details of the proceedings before the relevant
	likelihood of an obligation arising and whether there is a need		authorities including communication from the advocates
	to recognize a provision or disclose a contingent liability.		/ experts;
	Due to the level of judgement and estimate involved in	â¢	1 egal advises / opinions obtained by the management,
	recognition, valuation and presentation of provision and		as needed, from experts in the field of law on the legal
	contingent liabilities, this is considered to be a key audit
	matter.	â¢	minutes of board meetings, including the subcommittees; and
		â¢	status of each of the material matters as on the date of the balance sheet.
		We	have assessed the appropriateness of provisioning
		based on assumptions made by the management and presentation of the significant contingent liabilities in the financial statements.
2	Impairment of investment in Property, plant and equipment	â¢	We have understood, evaluated and validated
	Significant judgement is involved in carrying out impairment assessment of Property, plant and equipment (PPE). Such		managementâs key controls over the impairment assessment process.
	assessment is undertaken using discounted cash flow	â¢	We have compared the methodology used by the
	models to determine the recoverable amount (value-in-use)		management to industry practice.
	of Cash Generating Units (CGUs), which is compared to the	â¢	We have obtained managementâs future cash flow
	carrying amount of the relevant non-current assets of the		forecasts, compared the carrying amount with the
	CGU in terms of Ind AS 36 on âImpairment of Assets". A deficit		recoverable amount, tested the mathematical accuracy
	in recoverable amount compared with the carrying amount		of the underlying value-in-use calculations.
	would result in an impairment.	â¢	We have compared historical actual results to those
	The value-in-use requires the use of significant management judgements and estimates including key assumptions such		budgeted to assess the quality of managementâs forecasts.
	as product-mix, sales growth rate, discount rate and terminal	â¢	We have assessed the reasonableness of key
	growth rate etc.		assumptions used in the calculations, comprising sales growth rates, gross profit margin, net profit margin,
	Considering significant degree of judgment in estimating		perpetual growth rate and discount rates. When
	value-in-use, we identified assessment of impairment of PPE		assessing these key assumptions, we discussed such
	as a key audit matter.		parameters with management to understand and evaluate managementâs basis for determining the assumptions, and compared them to external industry outlook reports and economic growth forecasts from independent sources.
		â¢	We have also considered views of valuation experts in assessing the reasonableness of the discount rates used by management by comparing the discount rates used to entities with similar risk profiles and market information.
		â¢	We obtained and tested managementâs sensitivity analysis around the key assumptions, to ascertain that selected adverse changes to key assumptions, both individually and in aggregate, would not cause the carrying amount to exceed the recoverable amount.

The Companyâs Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in Annual Report, but does not include the Standalone and Consolidated Financial Statements and our auditorâs reports thereon. The Annual Report is expected to be made available to us after the date of this report.

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

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

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to Those Charged With Governance and take necessary actions as applicable under the relevant laws and regulations.

Managementâs and Those Charged with Governance Responsibilities for the Standalone Financial Statements

The Companyâs Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of the Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity, cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS and relevant provisions of the Act. 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 Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Standalone Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with relevant rules issued thereunder and relevant provisions of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 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 with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls with reference to standalone financial statements;

g) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended :

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

h) With respect to the other matters to be included in the Auditorâs Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer note 4.05 to the Standalone Financial Statements;

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

iii. There has been no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company;

iv. (a) The Management has represented that,

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

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

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

(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of rule 11(e), as provided under (a) and (b) above, contain any material misstatement;

v. The Company has neither declared nor paid any dividend during the year; and

vi. Proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, and accordingly, reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For G. M. Kapadia & Co.

Chartered Accountants Firm Registration No. 104767W

Rajen Ashar

Partner

Place : Mumbai Membership No. 048243

Date : May 10, 2023 UDIN : 23048243BGXPSC6254

Mar 31, 2022

To the members of Prism Johnson Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL

STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of Prism Johnson Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe Standalone Financial Statementsâ).

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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022 and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

KEY AUDIT Matters

Sr. No	Key Audit matters	How our audit addressed the Key Audit matters
1	Evaluation of Provisions and contingent Liabilities	Our procedures included, amongst others:
	As at the Balance Sheet date, the Company has certain	We have reviewed and held discussions with the management to
	open legal cases and other contingent liabilities	understand their processes to identify new possible obligations and
	as disclosed in note no. 4.05. The assessment of	changes in existing obligations for compliance with the requirements
	the existence of the present legal or constructive	of Ind AS 37 on âProvisions, Contingent Liabilities and Contingent
	obligation and analysis of the probability of the related	Assets".
	payment require the management to make judgement and estimates in relation to the issues of each matter.	We have analysed significant changes from prior periods and obtain a detailed understanding of these items and assumptions applied. We have held regular meetings with the management and key legal personnel responsible for handling legal matters.

Sr. No	Key Audit Matters	How our audit addressed the Key Audit matters
	The management with the help of its experts, as	In addition, we have reviewed:
	needed, have made such judgements and estimates		t he details of the proceedings before the relevant authorities
	needed, have made such judgements and estimates	â¢
	relating to the likelihood of an obligation arising and		including communication from the advocates / experts;
	whether there is a need to recognize a provision or		including communication from the advocates / experts;
	disclose a contingent liability.	â¢	1 egal advises / opinions obtained by the management, as needed, from experts in the field of law on the legal cases;
	Due to the level of judgement and estimate involved
	in recognition, valuation and presentation of provision	â¢	minutes of board meetings, including the sub-committees; and
	and contingent liabilities, this is considered to be a key	â¢	status of each of the material matters as on the date of the
	audit matter.		balance sheet.
		We	have assessed the appropriateness of provisioning based on
		assumptions made by the management and presentation of the significant contingent liabilities in the financial statements.
2	Impairment of investment in Property, plant and	â¢	We have understood, evaluated and validated managementâs
	equipment		key controls over the impairment assessment process.
	Significant judgement is involved in carrying out impairment assessment of Property, plant and equipment (PPE). Such assessment is undertaken	â¢	We have compared the methodology used by the management to market practice. We have obtained managementâs future cash flow forecasts,
		â¢
	using discounted cash flow models to determine the	â¢	tested the mathematical accuracy of the underlying value-in-
	recoverable amount (value-in-use) of Cash Generating Units (CGUs), which is compared to the carrying		use calculations.
	amount of the relevant non-current assets of the	â¢	We have compared historical actual results to those budgeted
	CGU in terms of Ind AS 36 on âImpairment of Assets		to assess the quality of managementâs forecasts.
	A deficit in recoverable amount compared with the	â¢	We have assessed the reasonableness of key assumptions used
	carrying amount would result in an impairment.		in the calculations, comprising sales growth rates, gross profit
	The value-in-use requires the use of significant		margin, net profit margin, perpetual growth rate and discount
	management judgements and estimates including key		rates. When assessing these key assumptions, we discussed
	assumptions such as product-mix, sales growth rate,		such parameters with management to understand and evaluate
	discount rate and terminal growth rate etc.		managementâs basis for determining the assumptions, and compared them to external industry outlook reports and
	Considering significant degree of judgment in estimating value-in-use, we identified assessment of		economic growth forecasts from independent sources.
	impairment of PPE as a key audit matter.	â¢	We have also considered views of valuation experts in assessing the reasonableness of the discount rates used by management by comparing the discount rates used to entities with similar risk profiles and market information.
		â¢	We obtained and tested managementâs sensitivity analysis around the key assumptions, to ascertain that selected adverse changes to key assumptions, both individually and in aggregate, would not cause the carrying amount to exceed the recoverable amount.

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

Managementâs and Those Charged with Governance Responsibilties for the Standalone Financial Statements

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

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

g) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended:

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer note 4.05 to the Standalone Financial Statements;

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

iii There has been no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company;

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

(b) The Management has represented, that, to the best of its knowledge and belief,

no fu nds have been received by th e Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(d) The Company has neither declared nor paid any dividend during the year.

For G.M. Kapadia & Co.

Chartered Accountants Firm Registration No. 104767W

Rajen Ashar

Partner

Place : Delhi Membership No. 048243

Date : May 11, 2022 UDIN: 22048243AITJQB3203

Mar 31, 2018

Independent Auditors'' Report

To the Members of Prism Johnson Limited (Formerly Prism Cement Limited)

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Prism Johnson Limited (Formerly Prism Cement Limited) (âthe Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âstandalone financial statements").

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 (âthe Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd AS") specified under section 133 of the Act, read with rules made there under and the relevant provisions of the Act.

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

Auditor''s Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable pronouncements issued by the Institute of Chartered Accountants of India (âICAI"). Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone 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 including the Ind AS, of the state of affairs of the Company as at March 31, 2018, and its profits including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,

2016 (âthe Order"), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the âAnnexure A", a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss

(including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity 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 rules made there under and relevant provisions of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 4.04 to the standalone financial statements;

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

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

ANNEXURE ''A'' TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirements" of our report on even date, to the members of the Company on the standalone financial statements for the year ended March 31, 2018)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Property, plant and equipment;

(b) The Company has a regular programme of physical verification of Property, plant and equipment by which all Property, plant and equipment of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its business. Pursuant to the program, a portion of Property, plant and equipment has been physically verified by the management during the year and no material discrepancies were noticed on verification conducted during the year as compared with the book records; and

Particulars	Gross Block	Net Block	Remark
	As at March 31, 2018 ('' in Crores)
Freehold Land/ Leasehold Land/ Premises	22.52	21.30	In the year 2009-10, vide a scheme of amalgamation approved by the relevant high courts, H. & R. Johnson (India) Limited and RMC Readymix (India) Private Limited were amalgamated into the Company. These immovable properties are continued to be in the name of the above transferor companies and as represented by the Company, it is in the process of getting these properties transferred / registered in its name. The Company is in the possession of the relevant title deeds registered in the name of H. & R. Johnson (India) Limited or RMC Readymix (India) Private Limited, as the case maybe.

(c) Based on audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management and further based on certificate received from the debenture trustee / security trustee, the title deeds of immovable properties included in Property, plant and equipment are held in the name of the Company except for following:

(ii) (a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable; and

(b) The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has granted unsecured loan to one body corporate covered in the register maintained under section 189 of the Act.

(a) In our opinion, the rate of interest and other terms and conditions on which such loan had been granted were not, prima facie, prejudicial to the interest of the Company;

(b) According to the information and explanations given to us, no repayment schedule has been specified in respect of such loans granted and accordingly, the question of regularity in repayment of principal amount does not arise; and

(iv) There are no overdue amounts in respect of such loan. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, in respect of investments made and loans, guarantees and securities granted.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act, and the rules framed there under, to the extent applicable. We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

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

(vii) (a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and services tax, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2018, for a period of more than six months from the date they became payable; and

(b) The details of dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited with the concerned authorities on account of dispute are given below:

Nature of dues	Period to which the amount relates	Forum where dispute is pending	Amount involved (? in Crores)
Central Excise and Service Tax	2001-02 to 2011-12	Customs Excise & Service Tax Appellate Tribunal	7.01
	1996-97 (Feb.97)	The High Court, Jabalpur	0.98
	2005-06 to 2015-16	Central Excise Service Tax Appellate Tribunal	15.40
	2007-08 to 2017-18	Commissioner (Appeals)	2.03
	2015-17	Assistant Commissioner (Appeals)	0.21
	2015-16	Deputy Commissioner (Appeals)	0.08
	2012-13 to 2016-17	Joint Commissioner (Appeals)	0.53
	2008-09 to 2016-17	Additional Commissioner, Maharashtra	1.26
	2010-11 to 2014-15	Assistant Commissioner Central Excise	0.01
Sales Tax (Central & State)	2000-01 to 2005-06	The High Court, Chattisgarh	7.56
	2009-10	The High Court, Madhya Pradesh	0.53
	2010-11	Commercial Tax Appellate Board, Bhopal	0.28
	2010-11 to 2011-12	Commissioner (Appeals), Delhi	0.19
	2010-11 to 2012-13	Joint Commissioner (Appeals), Maharashtra	7.87
	2009-10 to 2014-15	Additional Commissioner, Madhya Pradesh	4.01
	2010-11 to 2011-12	Appellate Board, Madhya Pradesh	0.12

Nature of dues	Period to which the amount relates	Forum where dispute is pending	Amount involved (? in Crores)
	2002-03 to 2005-06 and 2007-08 to 200809	Tribunal, Madhya Pradesh	0.20
	2013-14 to 2014-15	Assessment Authority - Telangana	0.13
	2010-11 to 2011-12	Commissioner (appeals), Punjab	0.13
	2000-01 to 2001-02 and 2012-13 & 2013-14	Sales tax Appellate Tribunal, Hyderabad	0.21
	2005-06 to 2006-07	Joint Commissioner of Sales Tax, Mumbai	0.34
	2007-08 to 2009-10	Appellate Deputy Commissioner, Chennai	0.47
	2009-10	Assistant Commissioner Commercial Tax	0.35
	2010-11	Joint Commissioner of Commercial Tax, Appeals Gujarat	0.06
	2010-11	Deputy Commissioner of Commercial Tax, Gujarat	0.08
	2010-11	Assistant Commissioner of Comercial Tax, Bangalore	0.07
	2011-14	Assistant Commissioner Commercial Tax, Cochin	0.11
	2012-13	Senior Joint Commissioner of Commercial Taxes, Kolkata	0.05
	2013-14	Assistant Commissioner Commercial Tax, Madhya Pradesh	0.04
	2014-15 and 2015-16	Joint Commissioner of Sales Tax, Andhra Pradesh	2.05
	2009-10	Assistant Commissioner (Appeals), Madhya Pradesh	0.02
	2009-10	Assistant Commissioner, Punjab	0.04
	2010-11 to 2011-12	Excise & Taxation Officer, Mohali	0.01
	2010-11 to 2015-16	Deputy Commissioner (Appeals), Kerala	0.85
Madhya Pradesh Commercial Tax Act, 1944	2012-13 to 2016-17	The High Court, Madhya Pradesh	12.90
Madhya Pradesh Entry Tax Act,	2006-07 and 2010-2011	The High Court, Madhya Pradesh	0.67
1976	2006-07 to 2016-17	The High Court, Madhya Pradesh	69.34
Uttar Pradesh Commercial Tax Act, 1956	1998-99	The High Court, Uttar Pradesh	0.08
Uttar Pradesh Commercial Tax Act, 1956	1996-97 to 1997-98	Tribunal, Uttar Pradesh	0.05
West Bengal Sales Tax Act, 1954	2013-14 and 2014-15	Commissioner (Appeals)	0.61
Energy Development Cess, 2001	2000-01 to 2005-06	The Supreme Court	8.90
Income Tax Act, 1961	2000-01, 2001-02 & 2011-14	Commissioner of Income Tax (Appeals)	4.15
West Bengal CST Sales	2012-13	Sr. Joint Commissioner Appellate, Kolkata	0.16
Royalty on Mining Minerals	2010-11 to 2011-12	Director of Mines & Geology, Hyderabad	0.09

(viii) The Company has not defaulted in repayment of dues to any financial institutions, banks, government or debenture holders.

(ix) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give 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 information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(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 sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements, the Company has not entered into any noncash transactions with directors. We have been informed that no such transactions have been entered into with person connected with directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

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

ANNEXURE ''B'' TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 2(f) under âReport on Other Legal and Regulatory Requirements" of our Independent Auditor''s report of even date, to the members of Prism Johnson Limited (Formerly Prism Cement Limited) on the Standalone Financial Statements for the year ended March 31, 2018)

Report on the Internal Financial Controls under section 143(3)(i) of the Companies Act, 2013 (the Act)

We have audited the internal financial controls with reference to financial statements of Prism Johnson Limited (Formerly Prism Cement Limited) (''''the Company'''') as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

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

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2018, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For G. M. KAPADIA & CO.

Chartered Accountants

Firm''s Registration No: 104767W

ATULSHAH

Place : Mumbai Partner

Date : May 29, 2018 Membership No: 039569

Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Prism Cement Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income ), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as "standalone financial statementsâ).

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 Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income , cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, the Companies (Indian Accounting Standards) Amendment Rules, 2016 and the relevant provisions of the Act.

Auditors'' Responsibility

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

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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the Auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone 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 including the, of the state of affairs of the Company as at March 31, 2017, and its profits including Other Comprehensive Income , its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity 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, the Companies (Indian Accounting Standards) Amendments Rules, 2016 and relevant provisions of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 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 Bâ; 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 as amended by the Companies (Audit and Auditors) Rules, 2017, in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 4.04(a) to the standalone financial statements;

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

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

iv. The Company has provided requisite disclosures in its standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 2.11 to the standalone financial statements.

ANNEXURE A TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report on even date to the financial statements of the Company for the year ended March 31, 2017 :

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its property, plant and equipment;

(b) The Company has a regular programme of physical verification of property, plant and equipment by which all property, plant and equipment of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its business. Pursuant to the program, a portion of property, plant and equipment has been physically verified by the management during the year and no material discrepancies were noticed on verification conducted during the year as compared with the book records; and

(c) Based on audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management and further based on certificate received from the Debenture Trustee / Security Trustee, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company except for following :

Particulars

No. of

Cases

Gross Block

Net Block

Remarks

As at March 31, 2017 (Rs. in Crores)

Freehold Land / Leasehold Land / Premises

116

22.29

21.73

In the year 2009-10, vide a scheme of amalgamation approved by the relevant high courts, H. & R. Johnson (India) Limited and RMC Readymix (India) Private Limited were amalgamated into the Company. These immovable properties are continued to be in the name of the above transferor companies and as represented by the Company, it is in the process of getting these properties transferred / registered in its name. The Company is in the possession of the relevant title deeds registered in the name of H. & R. Johnson (India) Limited or RMC Readymix (India) Private Limited, as the case maybe.

(ii) (a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable; and

(b) The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has granted unsecured loan to one body corporate covered in the register maintained under Section 189 of the Act.

(a) In our opinion, the rate of interest and other terms and conditions on which the loan had been granted to the body corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company;

(b) According to the information and explanations given to us, no repayment schedules have been specified in respect of such loans granted and accordingly, the question of regularity in repayment of principal amount does not arise; and

(c) There are no overdue amounts in respect of loan granted to a body corporate listed in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of investments made and loans, guarantees and securities granted, as applicable.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act, and the rules framed there under, to the extent applicable. We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vi) The Central Government has prescribed maintenance of cost records under Section 148(1) of the Act, for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2017, for a period of more than six months from the date they became payable; and

Nature of dues	Period to which the amount relates	Forum where dispute is pending	Amount involved (Rs.in Crores)
Central Excise and Service	2001-02 to 2011-12	Customs Excise and Service Tax Appellate Tribunal	1.47
Tax	1996-97 (Feb.97)	The High Court	0.98
	2005-06 to 2013-14	Central Excise Service Tax Appellate Tribunal	15.17
	2007-08 to 2013-14	Commissioner (Appeals)	0.44
	2008-09 to 2009-10	Assistant Commissioner (Appeals)	0.02
	2013-14	Deputy Commissioner (Appeals)	0.01
	2011-12	Joint Commissioner (Appeals)	0.39
	2012-13 to 2015-16	Tribunal	0.75
	2007-2016	Commissioner (Appeals)	1.79
Sales Tax (Central and State)	2000-01 to 2005-06	The High Court, Chattisgarh	7.56
	2009-10	The High Court, Madhya Pradesh	0.53
	2010-11	Commercial Tax Appellate Board, Bhopal	0.28
	2011-12	Commissioner (Appeals), Delhi	0.12
	2008-10 and 2011-13	Joint Commissioner (Appeals), Maharashtra	8.70
	2009-10 to 2013-14	Additional Commissioner, Madhya Pradesh	3.16
	2010-11 to 2011-12	Appellate Board, Madhya Pradesh	0.12
	2010-11 to 2011-12	Tribunal Appeal, Telangana	0.03
	2002-03 to 2005-06 and 2007-08 to 2008-09	Tribunal, Madhya Pradesh	0.26
	2010-11 to 2011-12	Assistant Deputy Commissioner (Appeals), Telangana	0.08
	2010-11 to 2011-12	Commissioner (Appeals), Telangana	0.04
	2013-14	Assessment Authority - Telangana	0.41
	2010-11 to 2011-12	Commissioner (appeals), Punjab	0.13
	2000-01 to 2001-02 and 2012-13 & 2013-14	Sales tax Appellate Tribunal, Hyderabad	0.21
	2005-06 to 2006-07	Joint Commissioner of Sales Tax, Mumbai	0.34
	2007-08 to 2009-10	Appellate Deputy Commissioner, Chennai	0.48
	2009-10	Assistant Commissioner Commercial Tax	0.35
	2009-10	Commercial Tax Officer, Bangalore	1.18
	2010-11	Joint Commissioner of Commercial Tax, Appeals Gujarat	0.06

Nature of dues	Period to which the amount relates	Forum where dispute is pending	Amount involved
			(Rs. in Crores)
Sales Tax (Central and State)	2010-11	Deputy Commissioner of Commercial Tax, Gujarat	0.08
	2010-11	Assistant Commissioner of Commercial Tax, Bangalore	0.07
	2010-11 to 2014-15	Assistant Commissioner Central Excise, Kolkata	0.01
	2011-14	Assistant Commissioner Commercial Tax, Cochin	0.11
	2012-13	Senior Joint Commissioner of Commercial Taxes, Kolkata	0.05
	2013-14	Assistant Commissioner Commercial Tax, Madhya Pradesh	0.04
Madhya Pradesh Commercial Tax Act, 1944	2012-13 to 2016-17	The High Court, Madhya Pradesh	12.77
Madhya Pradesh Entry Tax	2006-07 to 2016-17	The Supreme Court	66.86
Act, 1976	2010-11	Commercial Tax Appellate Board, Bhopal	0.65
Uttar Pradesh Commercial	1998-99	The High Court, Uttar Pradesh	0.08
Tax Act, 1956	1996-97 to 1997-98	Tribunal, Uttar Pradesh	0.05
West Bengal Sales Tax	2002-03 to 2004-05	Revision Authority	0.07
Act, 1954	2012-13	Deputy Commissioner (Appeals), West Bengal	0.01
Energy Development Cess, 2001	2000-01 to 2005-06	The Supreme Court	9.89
Income Tax Act, 1961	2000-01, 2001-02 & 2011-14	Commissioner of Income Tax (Appeals)	4.15
Industrial Disputes Act	2007-08	Deputy Labour Commissioner (Labour), Bangalore	0.07
West Bengal CST Sales	2012-13	Sr. Joint Commissioner Appellate, Kolkata	0.16
Royalty on Mining Minerals	2010-11 to 2011-12	Director of Mines and Geology, Hyderabad	0.09
Payment of Wages Act	2014-15	Labour Court, Ahmedabad	0.01

(viii) The Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

(ix) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

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

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements, the Company has not entered into any non-cash transactions with directors. We have been informed that no such transactions have been entered into with person connected with directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

For G. M. Kapadia & Co.

Chartered Accountants

Firm''s Registration No : 104767W

AtulShah

Mumbai Partner

Dated : May 25, 2017 Membership No : 39569

Mar 31, 2016

We have audited the accompanying standalone financial statements of Prism 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 then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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

Auditors'' Responsibility

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

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

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

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

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

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 March 31, 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

Note no. 37 to the accounts in respect of appointment of the three Managerial Personnel, which is subject to approval of the shareholders of the Company. In addition, in view of absence of profit, remuneration paid to them is also subject to approval of shareholders and Central Government under Section 197 of the Act. The management is proposing to apply to the Central Government under Section 197(10) of the Act for waiver of recovery once necessary approvals from the shareholders are obtained.

Our report is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) On the basis of the written representations received from the directors as on March 31, 2016 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'';

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 explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 34(a) to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note 56(c) to the financial statements; and

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

Referred to in paragraph 1 under the heading ''Report on Other Legal and Regulatory Requirements'' of our report on even date to the financial statements of the Company for the year ended March 31, 2016:

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

(b) The Company has formulated a programme of verification by which all fixed assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its business. Pursuant to the program, a portion of fixed asset has been physically verified by the management during the year and no material discrepancies were noticed on verification conducted during the year as compared with the book records.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management and further based on certificate received from the Debenture Trustee / Security Trustee, the title deeds of immovable properties included in fixed assets are held in the name of the Company except for following :

Particulars No. of Gross Block Net Block Remarks Cases

As at March 31, 2016 (Rs. in crores)

Freehold Land / 121 26.46 23.13 In the year 2009-10, vide a scheme of amalgamation approved by the Leasehold Land relevant high courts, H. & R. Johnson (India) Limited and RMC Readymix / Premises (India) Private Limited were amalgamated into the Company. These immovable properties are continued to be in the name of the above transferor companies and as represented by the Company, it is in the process of getting these properties transferred / registered in its name. The Company is in the possession of the relevant title deeds registered in the name of H. & R. Johnson (India) Limited or RMC Readymix (India) Private Limited, as the case maybe.

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

(b) The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnership or parties covered in the register maintained under Section 189 of the Act. Accordingly, para 3 (iii) (a) to (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of investments made and loans, guarantees and securities granted.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act, and the rules framed there under, to the extent applicable. We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vi) The Central Government has prescribed maintenance of cost records under Section 148(1) of the Act, for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2016, for a period of more than six months from the date they became payable.

(b) The details of dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited with the concerned authorities on account of dispute are given below:

Nature of dues Period to which the Forum where dispute is pending Amount amount relates involved (Rs. in crores)

Central Excise and 2001-02 to 2011-12 Customs Excise & Service Tax Appellate Tribunal 14.72

Service Tax 2005-06 to 2013-14 Central Excise Service Tax Appellate Tribunal 15.17

2007-08 to 2013-14 Commissioner (Appeals) 0.35

2008-09 to 2009-10 Assistant Commissioner (Appeals) 0.02

2013-14 Deputy Commissioner (Appeals) 0.01

2011-12 Joint Commissioner (Appeals) 0.39

2005-06 to 2006-07 Commissioner, Chennai 0.22

2005-06 Commissioner (Appeals) 0.55

Sales Tax (Central & 2000-01 to 2005-06 The High Court, Chattisgarh 7.56

State) 2009-10 The High Court, Madhya Pradesh 0.53

2010-11 Commercial Tax Appellate Board, Bhopal 0.28

2011-12 Commissioner (Appeals), Delhi 0.12

2008-09, 2009-10 and Joint Commissioner (Appeals), Maharashtra 6.39 2011-12

2009-10 to 2013-14 Additional Commissioner, Madhya Pradesh 3.16

2010-11 to 2011-12 Appellate Board, Madhya Pradesh 0.12

2010-11 to 2011-12 Tribunal Appeal, Telangana 0.03

2002-03 to 2005-06 and Tribunal, Madhya Pradesh 0.26

2007-08 to 2008-09

2011-12 to 2012-13 Deputy Commissioner (Appeals), Chennai 0.11

2010-11 to 2011-12 Commissioner (Appeals), Telangana 0.46

2010-11 to 2011-12 Commissioner (Appeals), Punjab 0.13

2009-10 Deputy Commissioner (Appeals), Rajasthan 0.03

2000-01 to 2001-02 Sales Tax Appellate Tribunal, Hyderabad 0.20

2005-06 to 2006-07 Joint Commissioner of Sales Tax, Mumbai 0.34

2007-08 to 2008-09 Appellate Deputy Commissioner, Chennai 0.36

2008-09 District Industries Centre, Raipur 0.02

2009-10 Appellate Deputy Commissioner, Chennai 0.12

Nature of dues Period to which the Forum where dispute is pending Amount amount relates involved (Rs. in crores)

Sales Tax (Central & 2009-10 Commercial Tax Officer, Bangalore 1.18 State) 2010-11 Deputy Commissioner of Commercial Tax, Gujarat 0.08

2010-11 Assistant Commissioner, Raipur 0.02

2010-11 Excise & Taxation Officer, Mohali ##

2011-12 to 2012-13 Commercial Taxation Officer, Jaipur 0.05

2012-13 Senior Joint Commissioner of Commercial Taxes, Kolkata 0.10

2012-13 to 2013-14 Sales tax Appellate Tribunal, Hyderabad 0.02

2013-14 Assistant Commissioner Commercial Tax, Madhya Pradesh 0.04

Madhya Pradesh 2012-13 to 2015-16 The High Court, Madhya Pradesh 9.77 Commercial Tax Act, 1944

Madhya Pradesh 2006-07 to 2015-16 The Supreme Court 58.27

Entry Tax Act, 1976 2010-11 Commercial Tax Appellate Board, Bhopal 0.65

Uttar Pradesh 1998-99 The High Court, Uttar Pradesh 0.08 Commercial Tax 1996-97 to 1997-98 Tribunal, Uttar Pradesh 0.05 Act, 1956

West Bengal Sales 2002-03 to 2004-05 Revision Authority 0.07 Tax Act 1954 2012-13 Deputy Commissioner (Appeals), West Bengal 0.01

Energy 2000-01 to 2005-06 The Supreme Court 9.89 Development Cess, 2001

Uttar Pradesh Entry 2003-04 to 2009-10 The High Court, Uttar Pradesh 3.86 Tax Act, 2003

Income Tax Act, 2006-07 to 2012-13 Commissioner of Income Tax (Appeals) 4.15 1961

MP Rural 2007-08 to 2015-16 The Supreme Court 0.93 Infrastmdure and 2009-10 to 2012-13 Mining Officer, Department of Mining, Chindwara (Madhya 0.30 Road Development Pradesh) Act, 2005

Industrial Disputes 2007-08 Deputy Labour Commissioner (Labour), Bangalore 0.07 Act

West Bangal CST 2012-13 Sr. Joint Commissioner Appellate, Kolkata 0.16 Sales

Royalty on Mining 2010-11 to 2011-12 Director of Mines & Geology, Hyderabad 0.09 Minerals

Payment of Wages 2014-15 Labour Court, Ahmedabad 0.01 Act

## denotes amount less than Rs. 50,000/-

(viii) The Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

(ix) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no fraud by or on the Company by its officers or employees has been noticed or reported during the year.

(xi) The managerial remuneration has been provided and paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act except, as stated in the note no. 37 of the financial statements, no approvals have been received in respect of excess remuneration aggregating to Rs. 0.67 crores to a managing director and two executive directors. The Company is in the process of seeking necessary approvals of the shareholders and of the Central Government for their appointment as well as waiver of recovery of such excess remuneration paid, pending which no steps have been taken by the Company for securing refund of such excess amount.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, para 3 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion, all transactions with related parties are in compliance with Section 177 and 188 of the Act, and the details have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, para 3(xiv) of the Order are not applicable to the Company.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements the Company has not entered into non-cash transactions with directors. We have been informed that no such transaction have been entered into with person connected with directors. Accordingly, para 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

For G. M. Kapadia & Co.

Chartered Accountants

Firm Registration No: 104767W

Atul Shah

Mumbai Partner

Dated: May 25, 2016 Membership No: 39569

Mar 31, 2015

We have audited the accompanying standalone financial statements of PRISM CEMENT LiMitEd (''the Company''), which comprise the Balance Sheet as at March 31, 2015, 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

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters, which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

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

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 March 31, 2015 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

(f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 34(a) to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note 50(c) to the financial statements; and

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

Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

(i) (a) The Company has maintained proper records showing

full particulars including quantitative details and situation of its fixed assets.

(b) The Company has formulated a programme of verification by which all fixed assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on verification conducted during the year as compared with the book records.

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 189 of the Act.

(iv) There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 and other relevant provisions of the Act and the rules framed there under, to the extent applicable. We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vi) The Central Government has prescribed maintenance of cost records under section 148(1) of the Act, for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2015, for a period of more than six months from the date they became payable.

(b) The details of dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited with the concerned authorities on account of dispute are given below:

Nature of dues Period to which the amount relates

2001-02 to 2011-12

2006-07 to 2011-12

2007-08 to 2013-14

2008-09 to 2009-10

Central Excise and Service Tax 2007-08 & 2013-14

2008- 09

2005-08

2005-06

2000-01 to 2005-06

2009-10 to 2010-11

2010-11 to 2012-13

Sales Tax (Central & State) 2008-09 to 2009-10

2009- 10 to 2012-13

2010- 11

2010-11

2007-08 to 2009-10

2010-12

2009- 10

2010- 11 to 2012-13

2009-10

1999-05

Sales Tax (Central & State) 2005-07

2007-09

2008-09

2009-10

2009-10

2009- 10

2010- 12

Madhya Pradesh Commercial Tax 2012-13 to 2014-15 Act, 1944

Madhya Pradesh Entry Tax Act, 2006-07 to 2014-15 1976 2010-11

Uttar Pradesh Entry Tax Act, 2003 2003-04 to 2009-10

Uttar Pradesh Commercial Tax Act, 1998-99 1956 1996-97 to 1997-98

West Bengal Sales Tax Act, 1954 2002-03 to 2004-05

Energy Development Cess, 2001 2000-01 to 2005-06

Income Tax Act, 1961 2006-07 to 2011-12

MP Rural Infrastructure and Road 2007-08 to 2013-14

Development Act, 2005 2009-10 to 2012-13

Royalty on Mining Minerals 2010-12

Nature of dues Forum where dispute is pending

Customs Excise & Service Tax Appellate Tribunal

Central Excise Service Tax Appellate Tribunal

Commissioner (Appeals)

Assistant Commissioner (Appeals)

Central Excise and Service Tax Deputy Commissioner (Appeals)

Joint Commissioner (Appeals)

Customs, Excise and Service Tax Appellate Tribunal, Chennai

Commissioner (Appeals)

The High Court, Chattisgarh

The High Court, Madhya Pradesh

Commissioner (Appeals), Delhi

Sales Tax (Central & State) Joint Commissioner (Appeals), Maharashtra

Additional Commissioner, Madhya Pradesh

Appellate Board, Madhya Pradesh

Assistant Commissioner, Madhya Pradesh

Tribunal, Madhya Pradesh

Deputy Commissioner (Appeals), AP

Assistant Commissioner, Punjab

Commissioner (appeals), Punjab

Deputy Commissioner (appeals), Rajasthan

Sales tax Appellate Tribunal, Hyderabad

Sales Tax (Central & State) Joint Commissioner of Sales Tax, Mumbai

Appellate Deputy commissioner, Chennai

District Industries Centre, Raipur

Appellate Deputy commissioner, Chennai

Additional Commissioner Commercial Taxes, -UP

Commercial Tax Officer, Goa

Additional Commissioner (Appeal), Hyderabad

Madhya Pradesh Commercial Tax The High Court, Madhya Pradesh Act, 1944

Madhya Pradesh Entry Tax Act, The Supreme Court 1976 Commercial Tax Appellate Board, Bhopal

Uttar Pradesh Entry Tax Act, 2003 The High Court, Uttar Pradesh

Uttar Pradesh Commercial Tax Act, High Court, Uttar Pradesh 1956 Tribunal, Uttar Pradesh

West Bengal Sales Tax Act, 1954 Revision Authority

Energy Development Cess, The Supreme Court

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

MP Rural Infrastructure and Road The Supreme Court

Development Act, 2005 The High Court, Madhya Pradesh

Royalty on Mining Minerals Director of Mines & Geology, Hyderabad

Nature of dues Amount involved (Rs. in Crores)

14.72

0.22

10.16

0.02

Central Excise and Service Tax 0.01

0.11

0.54

0.55

7.56

0.81

0.26

Sales Tax (Central & State) 0.68

1.46

##

0.20

0.18

0.09

0.04

0.22

0.03

0.40

Sales Tax (Central & State) 0.34

0.36

0.02

0.12

0.13

0.18

0.01

Madhya Pradesh Commercial Tax 12.2 Act, 1944

Madhya Pradesh Entry Tax Act, 55.24 1976 0.65

Uttar Pradesh Entry Tax Act, 2003 3.86

Uttar Pradesh Commercial Tax Act, 0.08 1956 0.05

West Bengal Sales Tax Act, 1954 0.07

Energy Development Cess, 11.9

Income Tax Act, 1961 4.36

MP Rural Infrastructure and Road 0.66

Development Act, 2005 1.59

Royalty on Mining Minerals 0.09

## denotes amount less than Rs. 50,000/-

(c) According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder has been transferred to such fund within time.

(viii) The Company does not have accumulated losses as at March 31, 2015 and has not incurred any cash losses during the current financial year or in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

(x) The Company has not given any guarantee for loans taken by others from banks or financial institution.

(xi) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For G. M. Kapadia & Co. Chartered Accountants Firm''s Registration No: 104767W

Atul Shah Mumbai Partner Dated: May 14, 2015 Membership No: 39569

Mar 31, 2014

Report on the Financial Statements

We have audited he accompanying financial statements of PRISM CEMENT LIMITED (''he Company''), which comprise the Balance Shee as a March 31, 2014, and he Statement of Profit and Loss and Cash Flow Statement for the year hen ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management of the Company is responsible for the preparation of these financial statements ha give a rue 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 Ac, 1956 ("he Act") read with General circular 15/2013 dated September 13, 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 ha give a rue and fair view and are free from material misstatements, whether due to fraud or error.

Auditor''s 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 requirement and plan and perform he audit to obtain reasonable assurance about whether he financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about he amount 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 hose risk assessment, 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 no for the purpose of expressing an opinion on the effectiveness of the entityÂs Internal Control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe ha he 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 he explanations given to us, he financial statements give the information required by the Act in the manner so required and give a rue and fair view in conformity with the accounting principles generally accepted in India :

(i) In the case of the Balance Shee, of the sae of affairs of the Company as at March 31, 2014;

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

(iii) 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

(i) As required by the Companies (Auditor''s Report) Order, 2003 issued by he Central Government of India in terms of sub-Section (4A) of Section 227 of the Act ("Order"), we enclose in the Annexure a statement of the matters specified in paragraph 4 and 5 of the said order.

(ii) Further o our comments in the Annexure referred o in Paragraph (i) above, as required by Section 227(3) of the Act, we report that;

(a) we have obtained all the information and explanation 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 Shee, Statement of Profit and Loss and Cash Flow Statement deal with by his report are in Agreement with the books of account;

(d) in our opinion, he Balance Shee, Statement of Profit and Loss and Cash Flow Statement deal with by his report comply with the Accounting Standards notified under the Act, read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Ac, 2013;

(e) on the basis of the written representations received from the Directors and taken on records by the Board of Directors, none of the Director is disqualified, as at the balance shee date, from being appointed as act Director in terms of section 274 (1) (g) of the Act.

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

(b) According to the information and explanations given to us, he Company has formulated a programme of verification by which all he assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard o he size of the Company and nature of its assets. No material discrepancies were Noticed on verification conducted during the year as compared with the book records.

(c) Fixed assets disposed off during the year were not substantial to affect Going Concern Assumption.

(ii) (a) Inventories have been physically verified during the year by he Management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies Noticed on physical verification as compared to the book records were no material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or parties covered in the register maintained under Section 301 of the Act.

(iv) In our opinion and according to the information and explanations given to us, here are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have no observed any major weakness in the internal control system.

(v) To the best of our knowledge and belief and according to the information and explanations given to us :

(a) The particulars of contracts or arrangements referred o in Section 301 of the Act that need to be entered in the Register maintained under he said Section have been so entered; and

(b) Where such transaction is in excess of Rs. five lacs during the year in respect of any party, he transactions have been made a prices which are prima facie reasonable having regard o he prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Act and the rules framed here under with regard to the deposits accepted from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this regard.

(vii) In our opinion, he Company has an Internal audit System commensurate with the size and nature of its business.

(viii) According o he information and explanations given o us, he Central Government has prescribed maintenance of cost records under Section 209(1 )(d) of the Ac for the products manufactured by the Company. We have broadly reviewed he books of account maintained and in our opinion; prima facie, he prescribed Accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, cess and other applicable statutory dues with the appropriate Authorities. No undisputed statutory dues payable were in arrears as a March 31, 2014, for a period of more than six months from the date hey became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned Authorities on account of dispute are given below :

Nature of dues Period to which the amount Forum where dispute is pending Amount relates involved (Rs. Crores)

Sales Tax (Central & State) 2007-2008 to 2009-2010 Assistant Commissioner of Sales Tax, Chennai 0.53

1999-2000 to 2004-2005 & Commercial Tax Officer, Commercial Tax Department, Andhra 0.41 2010-2011 to 2011-2012 Pradesh

2010-2011 to 2011-2012 Excise & Taxation Officer, Mohali #

2005-2006 to 2006-2007 Deputy Commissioner of Sales Tax, Mumbai 0.37

2009-2010 Additional Commissioner, Commercial Tax, Noida 0.13

2008-2009 Additional Commissioner, Commercial Tax Department, Raipur 0.02

2000-2001 to 2005-2006 High Court, Chhattisqarh 7.56

2010-2011 to 2011-2012 Commissioner (Appeals), Delhi 0.29

2010-2011 to 2011-2012 Commissioner (Appeals), Punjab 0.21

2009-2010 Deputy Commissioner (Appeals), Rajasthan 0.03

2009-2010 & 2012-2013 High Court, Jabalpur 8.58

2010-2011 Appellate Board, Bhopal 0.30

Central Excise and Service 2005-2006 to 2013-2014 Commissioner (Appeals) 12.39 Tax 2001-2002 to 2011-2012 Customs Excise Service Tax Appellate Tribunal 17.27

2006-2007 to 2013-2014 Additional Commissioner (Appeals) 1.68

2007-2008 to 2013-2014 Deputy Commissioner (Appeals) 0.07

2002 High Court, Jabalpur #

2000-2003 The Supreme Court 0.13

Madhya Pradesh Commercial 2007-2008 & 2008-2009 Department of Commercial Tax 0.23 Tax Act, 1944 2009-2010 Additional Commissioner (Appeals) 0.19

2010-2011 Assistant Commissioner (Appeals) 0.27

Maharashtra value Added 2008-2010 Commissioner (Appeals) 0.79 Tax, 2002

Uttar Pradesh Commercial 1996-1997 to 1998-1999 Commercial Tax Department, Lucknow 0.05 Tax Act, 1956 1998-1999 High Court 0.08

West Bengal Sales Tax Act, 2002-2003 to 2004-2005 Revision Authority 0.07 1954

Energy Development Cess 2000-2001 to 2005-2006 The Supreme Court 11.9

Royalty on Limestone mining 1997-1998 to 2012-2013 High Court, Jabalpur 40.95

Madhya Pradesh Entry Tax 2006-2007 The Supreme Court 0.18

2010 Commercial Appellate Board, Bhopal 0.65

2008 The Supreme Court 41.42

Rural and Road Development 2007-2008 to 2013-2014 The Supreme Court 1.41

Income Tax 2006-2007, 2007-2008, Commissioner of Income Tax (Appeals) 4.02 2008-2009 & 2011-2012

Uttar Pradesh Entry Tax 2003-2004 to 2009-2010 High Court, Uttar Pradesh 3.86

# denotes amount less than Rs. 50,000/-.

(x) The Company does not have accumulated losses as at March 31, 2014 and has no incurred any cash losses during the current financial year or in he immediately preceding year.

(xi) According o he information and explanations given to us, he Company has no defaulted in repayment of dues o any financial institutions, banks or debenture holders.

(xii) According to the information and explanations given to us, the Company has no granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not at chi fund or a nidhi / Mutual benefit fund / society. The provisions of clause 4(xiii) of the Order, therefore, are not applicable to the Company.

(xiv) According o he information and explanations given to us, the Company is no dealing or rating in shares, securities, debentures and other investments. The Company, however, has made short term investments in units of Mutual Funds during the year. The Company has maintained proper records of the transactions in respect of is investments in Mutual Fund units. The said investments are held in the name of the Company.

(xv) According o he information and explanations given o us, he Company has no given any guarantee for loans taken by others from banks or financial institution.

(xvi) In our opinion and according to the information and explanations given to us, the Company has raised term loans during the year, which have been applied for the purposes for which they were raised.

(xvii) In our opinion and according o he information and explanations given to us, and on an overall examination of the Balance Shee of the Company, we report that funds raised on short term basis have not been utilised for long term investment.

(xviii) According to the information and explanations given to us, during the year, he Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) According to the information and explanations given to us and he records examined by us, securities have been created in respect of he debentures issued and outstanding at the year-end.

(xx) During the year, he Company has no raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according o he information and explanations given to us, we report that no fraud on or by the Company has been Noticed or reported, during the year.

For G. M. Kapadia & Co.

Chartered Accountants

Firm Registration No : 104767W

Aul Shah

Place: Mumbai Partner

Date : May 27, 2014 Membership No : 39569

Mar 31, 2013

1. Report on the Financial Statements

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

2. Management's Responsibility for the Financial Statements

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

3. Auditor's 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 requirement 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 amount 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 reasonableness of the accounting estimates made by the 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports received from the branch auditors referred in para 5 below, 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 :

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

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

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

5. Other Matter

H & R Johnson (India) and RMC Readymix (India) divisions of the Company have been audited separately by branch auditors appointed by the Company. The branch auditors' reports provided to us have been considered for overall reporting for the Company.

6. Report on Other Legal and Regulatory Requirements

(i) As required by the 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 of the matters specified in paragraph 4 and 5 of the said order.

(ii) Further to our comments in the Annexure referred to in Paragraph 6 (i) above, as required by section 227(3) of the Act, we report that;

a. we have obtained all the information and explanation 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, Profit and Loss Statement and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt herewith comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. on the basis of the written representations received from the Directors and taken on records by the Board of Directors, none of the Director is disqualified, as at the balance sheet date, from being appointed as a Director in terms of section 274(1)(g) of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 6 (i) of the Auditors Report of even date of PRISM CEMENT LIMITED for the year ended March 31, 2013

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

(b) According to the information and explanations given to us, the Company has formulated a programme of verification by which all the assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on verification conducted during the year as compared with the book records.

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

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) 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 inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) To the best of our knowledge and belief and according to the information and explanations given to us :

(a) The particulars of contracts or arrangements referred to in Section 301 that need to be entered in the Register maintained under the said section have been so entered.

(b) Where such transaction is in excess of Rs. five lacs during the year in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this regard.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2013, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below :

Nature of dues Period to Forum where dispute is pending Amount which the involved amount relates (Rs. in Crores)

Excise Duty & Service Tax 1997 - 2002 Custom, Excise & Service Tax Appellate Tribunal 0.33

2006 - 2012 Commissioner of Appeal 0.08

1997-1998, CESTAT 0.11 2001-2002, 2003-2004 2006-2011 CESTAT 8.06

2006 - 2012 Joint Commissioner 0.24

2007 - 2012 Commissioner 0.76

2005-2012 CESTAT 18.71

2007 - 2011 Additional Commissioner 0.07

2011 - 2012 Deputy Commissioner ##

2007 - 2011 Commissioner (Appeals) 0.17

2011 - 2012 Commissioner 0.98

2005-2011 CESTAT 0.02

2007 - 2011 Joint Commissioner 0.02

2007-2011 CESTAT 0.56

2010 - 2012 Comm. of Central Excise (Appeals) 0.21

2011 - 2012 Asst. Commissioner of Central Excise 0.02

2006-2009 CESTAT 0.04

2006 - 2011 Asst. Commissioner of Central Excise 0.02

Sales Tax (Central & State) 2000 - 2006 High Court of Chhattisgarh 7.56

2009 - 2011 High Court of Madhya Pradesh 0.53

1999 - 2002 Sales tax Appellate Tribunal 0.21

2004 - 2005 Sales tax Appellate Tribunal 0.18

1999 - 2002 Sales tax Appellate Tribunal 0.29

2005 - 2007 Appellate Deputy Commissioner of Commercial Tax 0.09

2005 - 2006 Deputy Commissioner of Sales Tax 0.20

2002 - 2004 Appeal filed with DC appeal 0.02

2007 - 2008, Deputy Commissioner (Appeals) 0.02 2009 - 2010, 2011 - 2012

2008 - 2009 Deputy Commissioner of Commercial Tax 0.16

2002 - 2005 Appellate Commissioner 0.07

Service Tax January 2005 Appellate Tribunal 0.45 July 2007

VAT on Freight 2012 - 2013 High Court of Madhya Pradesh 4.37

Uttar Pradesh Commercial 1998 - 1999 High Court of Uttar Pradesh 0.08 Tax

Madhya Pradesh 2004 - 2005, Appeal filed before Tribunal 0.28 Commercial Tax 2005 - 2006, 2007 - 2008, 2008 - 2009

2008 - 2009, Appeal filed before Addl. Commissioner 0.28 2009 - 2010

Madhya Pradesh Entry Tax 2001 - 2002 High Court of Madhya Pradesh 0.14

2007 - 2013 High Court of Madhya Pradesh 31.44

2006 - 2007 The Supreme Court 0.18

Uttar Pradesh Entry Tax 2003 - 2010 High Court of Uttar Pradesh 3.86

Entry Tax 2008 - 2009 Deputy Commissioner (Appeals) 0.02

Cess on Land 1990 - 1991 Tehsildar Court 0.41 to 2003 - 2004

Energy Development Cess 2000 - 2006 The Supreme Court 11.90

Royalty on Limestone 1996 - 2011 The Supreme Court 22.87 mining

Income Tax 2006 - 2007, Commissioner of Income Tax - Appeal 3.71 2007 - 2008, 2008 - 2009

Royalty on Mining Minerals 2007 - 2010 Appellate Authority, Mines & Geology Department 0.05

## denotes amount less than Rs. 50,000/-

(x) The Company does not have accumulated losses as at March 31, 2013 and has not incurred any cash losses during the current financial year or in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

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

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The Company, however, has made short-term investments in units of Mutual Funds during the year. The Company has maintained proper records of the transactions in respect of its investments in Mutual Fund units. The said investments are held in the name of the Company.

(xv) According to the information and explanations given to us, the Company has given a guarantee of Rs. 108.54 Crores for loans taken by one of its wholly owned subsidiaries from bank. In our opinion, the terms and conditions of the guarantee are, prima facie, not considered prejudicial to the interest of the Company as it is given for the wholly owned subsidiary.

(xvi) In our opinion and according to the information and explanations given to us, the Company has raised term loans during the year which have been applied for the purposes for which they were raised.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short- term basis have not been utilised for long term investment.

(xviii) According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued and outstanding at the year end.

(xx) During the year, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported, during the year.

For N. M. RAIJI & CO.

Chartered Accountants

Firm Registration No.: 108296W

J. M. GANDHI

Partner

Membership No.: 37924

Place : Mumbai

Date : May 9, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED ("the Company") as at March 31, 2012, the Profit and Loss Statement 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.

2. We conducted our audit in accordance with the Standards on Auditing 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. H & R Johnson (India) and RMC Readymix (India) divisions of the Company have been audited separately by branch auditors appointed by the Company. The branch auditors' reports provided to us have been considered for overall reporting for the Company.

5. We draw the attention to Note No. 38 to the financial statements relating to excess managerial remuneration charged to the profit and loss statement of the current year. The excess of Rs 6.54 Crores is subject to the approval of the Central Government and Shareholders of the Company.

6. Further to our comments in the Annexure referred to in paragraphs 3 to 5 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(iii) the Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) in our opinion and to the best of our information and according to the explanations given to us, the said accounts together with 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:

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

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

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

ANNEXURE TO THE AUDITORS' REPORT OF PRISM CEMENT LIMITED

(Referred to in paragraph 3 of our report of even date on the financial statements for the year ended March 31, 2012)

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

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

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(v) In respect to contracts or arrangements entered in the register maintained in pursuance to Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us :

a) The particulars of contracts or arrangements referred to Section 301 that need to be entered in the Register maintained under the said section have been so entered.

b) Where each of such transaction is in excess of Rs five lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the products manufactured by the Cement Division of the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2012, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below :

Nature of dues Period to Forum where dispute is pending Amount which the involved amount relates (Rs in Crores)

Excise Duty 1997 - 2002 Custom, Excise & Service Tax Appellate Tribunal 0.33

2006 - 2010 Commissioner of Appeal 0.02

1997 - 1998 Custom, Excise & Service Tax Appellate Tribunal 0.08

2006 - 2011 Joint Commissioner 0.23

2010 - 2011 Commissioner 0.57

2010 - 2011 Asst. Commissioner ##

2005 - 2011 Commissioner 7.64

2005 - 2011 Custom, Excise & Service Tax Appellate Tribunal 0.02

2010 - 2012 Deputy Commissioner 0.02

2007 - 2012 Joint Commissioner 0.02

2007 - 2012 Commissioner 0.32

2010 - 2012 Asst. Commissioner 0.01

2006 - 2011 Custom, Excise & Service Tax Appellate Tribunal 0.04

Sales Tax (Central & State) 1999 - 2002 & 2004 - 2005 Sales Tax Appellate Tribunal 0.68

2005 - 2006 & Appellate Deputy Commissioner of 2006 - 2007 Commercial Tax 0.09

2005 - 2006 Deputy Commissioner of Sales Tax 0.20

2007 - 2008 Deputy Commissioner of Commercial Tax 0.70

2000 - 2006 The High Court of Chhattisgarh 7.56

2009 - 2011 The High Court of Madhya Pradesh 0.68

2002 - 2008 Deputy Commissioner - Appeal 0.91

2002 - 2005 Appellate Commissioner 0.07

Madhya Pradesh Entry Tax 2001 - 2002 & 2007 - 2012 The High Court of Madhya Pradesh 21.97

2006 - 2007 The Supreme Court 0.18

Uttar Pradesh Entry Tax 2003 - 2010 The High Court of Uttar Pradesh 3.86

Cess on Land 1990 - 1991 to 2003 - 2004 Tehsildar Court 0.41

Energy Development Cess 2000 - 2006 The Supreme Court 11.90

Royalty on Limestone mining 1996 - 2011 The High Court 22.87

Income Tax 2006 - 2007, 2007 - 2008 & 2008 - 2009 Commissioner of Income Tax - Appeal 3.71

Service Tax June 2005 - December 2006 Service Tax Appellate Tribunal 0.23 January 2005 - July 2007 Service Tax Appellate Tribunal 0.22

Entry Tax 2007 - 2008 Deputy Commissioner of Commercial Tax 0.35

Royalty on Mining Minerals 2007 - 2010 Appellate Authority, Mines & Geology Department 0.05

Madhya Pradesh Commercial Tax 2004 - 2008 Appellate Tribunal 0.20

2008 - 2009 Additional Commissioner 0.19

Uttar Pradesh Commercial Tax 1998 - 1999 The High Court 0.07

Gujarat Commercial Tax 2006 - 2007 Deputy Commissioner - Appeal 0.07

## denotes amount less than Rs 50,000/-.

(x) The Company does not have accumulated losses as at March 31, 2012 and has not incurred any cash losses during the current financial year or in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks.

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

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

(xv) According to the information and explanations given to us, the Company has given a guarantee for loans taken by one of its wholly owned subsidiaries from bank. In our opinion, the terms and conditions of the guarantee are prima facie, not prejudicial to the interest of the Company, as it is given for the wholly owned subsidiary.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long term investment.

(xviii)According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued and outstanding at the year end.

(xx) During the year, the Company has not raised any money by way of a public issue.

For N. M. RAIJI & CO.

Chartered Accountants

J. M. GANDHI

Partner

Membership No.: 37924 Firm Registration No.: 108296W

Place : Mumbai

Date : May 10, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED ("the Company") as at March 31, 2011, the Profit and 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. H & R Johnson (India) and RMC Readymix (India) divisions of the Company have been audited separately by branch auditors appointed by the Company. The branch auditors reports provided to us have been considered for overall reporting for the Company.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 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 together with 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 :

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

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

ANNEXURE TO THE AUDITORS REPORT OF PRISM CEMENT LIMITED (Referred to in paragraph 3 of our report of even date on the financial statements for the year ended March 31, 2011)

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

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

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

goods. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) In respect to contracts or arrangements entered in the register maintained in pursuance to of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us :

a) The particulars of contracts or arrangements referred to Section 301 that need to be entered in the Register maintained under the said section have been so entered.

b) Where each of such transaction is in excess of Rs. Five lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder with regard to the deposits accepted from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this regard.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for the products manufactured by the Cement Division of the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing

undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2011, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below :

Nature of Dues Period to which Forum where dispute the is pending Amount amount involved relates (Rs. crores)

Excise Duty 1997 - 1998 Commissioner of Appeal 0.08

2006 - 2011 0.17 1997 - 2002 Custom, Excise & Service Tax 0.33 Appellate Tribunal

2006 - 2010 Commissioner of Appeal 0.02

Sales Tax (Central & State) 1999- 2002 Sales Tax Appellate Tribunal 0.50

2004 - 2005 0.18

2000 - 2006 High Court of Chhattisgarh 7.56

2002 - 2004 Deputy Commissioner of Appeals 0.02

2005 - 2006 0.88

2007 - 2008 Assistant Commissioner 0.01

2002 - 2005 Joint Commissioner of Commercial 0.56 Tax of Appeals

2002 - 2005 Commissioner of Appeal 0.07

2005 - 2007 Appellate Deputy Commissioner 0.09 of Commercial Tax

2005 - 2006 Deputy Commissioner of Appeal 0.04

2005 - 2006 Deputy Commissioner of Sales Tax 0.20

2009- 2010 High Court of Kerala 0.01

2009 - 2011 High Court of Madhya Pradesh 0.68

2010 - 2011 Assistant Commissioner 0.01

Madhya Pradesh Entry Tax 2001 - 2002 High Court of Madhya Pradesh 0.14

2007 - 2011 14.67

2006 - 2007 The Supreme Court 0.18

Uttar Pradesh Entry Tax 2003 - 2010 High Court of Uttar Pradesh 20.52

Cess on Land 1990 - 91 to Tehsildar Court 0.37 2003 - 04

Energy Development Cess 2000 - 2006 The Supreme Court 11.90 Royalty on Limestone mining 1996 - 2009 The Supreme Court 13.63

Madhya Pradesh Commercial 2004- Tax 2006 Appellate Tribunal 0.10

2007 - 2008 Commissioner of Appeal 0.10

Uttar Pradesh Commercial Tax 1996- 2011 High Court of Uttar Pradesh 0.05

2010 - 2011 Deputy Commissioner of Appeals 0.02

Income Tax 2007 - 2008 Commissioner of Income Tax - 1.82 Appeal

Service Tax June 2005 - Service tax Appellate Tribunal 0.45

July 2007

Royalty on mining minerals 2007 - 2010 Appellate Authority - Mines & 0.05 Geology Department

(x) The Company does not have accumulated losses as at March 31, 2011 and has not incurred any cash losses during the current financial year or in the immediately preceding year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or banks.

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

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments, except in Mutual Fund units. The Company has maintained proper records of the transactions in respect of its dealings in Mutual Fund units. The said investments are held in the name of the Company.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long term investment.

(xix) According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued and outstanding at the year end.

(xx) During the year, the Company has not raised any money by way of a public issue.

For N. M. RAIJI & CO.

Chartered Accountants

J. M. GANDHI

Partner

Membership No.: 37924

Firm Registration No.: 108296W

Place : Mumbai

Date : April 29, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED ("the Company") as at March 31, 2010, the Profit and 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.

2. We conducted our audit in accordance with the standards on auditing 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. H & R Johnson (India) and RMC Readymix (India) divisions have been audited separately by Branch Auditors appointed by the Company and their reports have been considered for overall reporting by us for the Company.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to thebest of our knowledge and belief were necessary for the purposes of our audit;

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

(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

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

ANNEXURE TO THE AUDITORS REPORT OF PRISM CEMENT LIMITED (Referred to in paragraph 3 of our report of even date on the financial statements for the year ended March 31, 2010)

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

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

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/ from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(v) According to the information and explanations given to us, during the year there are no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31,2010, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:

(Rs. Crore)

Particulars Financial Forum where dispute is pending years to which the matter pertains

Excise Duty 1997-1998 Commissioner of Appeal

1997-2002 Custom Excise & Service Tax Appellate Tribunal

2006-2010 Commissioner of Appeal

Sales Tax (Central and State) 2000-2006 High Court of Chattisgarh

2005-2006 Deputy Commissioner of Appeal

2002-2005 Commissioner of Appeal

2002-2004 Deputy Commissioner

2005-2006 Deputy Commissioner

1999-2002 Sales Tax Appellate Tribunal

2004-2005 Sales Tax Appellate Tribunal

1999-2002 Appellate Asst. Commissioner of Commercial Tax

2005-2006 Appellate Deputy Commissioner of Commercial Tax

Local Body Tax 1996-1997 High Court of Madhya Pradesh

MP Entry Tax 2006-2007 The Supreme Court

2001-2002 High Court of Madhya Pradesh

Cess on Land 1990-91 to Tehsildar Court 2003-04

Energy Development Cess 2000-2006 The Supreme Court

Royalty on Limestone mining 1996-2009 The Supreme Court

Tax on Road Development 2008-2010 Mining Collector

Income Tax 2003-2004 Commissioner of Appeal

2005-2006 Appellate Tribunal

2006-2007 Commissioner of Appeal

Service Tax 2005-2007 Service Tax Appellate Tribunal

2007-2008 Commissioner of Central Excise (Appeals)

Madhya Pradesh 2005-2006 Commissioner of Appeal Commercial Tax

2004-2005 Appellate Tribunal

Particulars Amount

Excise Duty 0.08

0.35

0.02

Sales Tax (Central and State)7.56

0.05

0.07

0.02

1.14

0.21

0.18

0.29

0.03

Local Body Tax 0.02

MP Entry Tax 0.17

0.14

Cess on Land 0.37

Energy Development Cess 9.44

Royalty on Limestone mining 33.84

Tax on Road Development 3.00

Income Tax 2.66

0.09 0.08

Service Tax 0.23

0.22 Madhya Pradesh Commercial Tax 0.03

0.08

(x) The Company does not have accumulated losses as at March 31, 2010 and has not incurred any cash losses during the current financial year or in the immediately preceding period.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks.

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

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments except in mutual fund units. The Company has maintained proper records of the transactions in respect of its dealings in mutual fund units.

(xv) According to the information and explanations given to us, the Company has given a guarantee for loans taken by one of its wholly owned subsidiaries from bank. In our opinion, the terms and conditions of the guarantee are, prima facie, not prejudicial to the interest of the Company, as it is given for the wholly owned subsidiary.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long term investment.

(xix) According to the information and explanations given to us, the Company has not issued any debentures which were outstanding during the period covered by our report.

(xx) During the year, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported, during the year.

ForN. M.RAIJI&CO.

Chartered Accountants

J. M. GANDHI

Partner

Membership No.: 37924 Firm Registration No.: 108296W

Place : Mumbai Date : May 5, 2010

Mar 31, 2009

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at March 31, 2009 and also the Profit and Loss Account and the Cash Flow Statement for the nine months period 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (the Order) issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors, as on March 31, 2009, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;

(b) in the case of the Profit and Loss Account, of the profit for the nine months period ended on that date; and

ANNEXURE TO THE AUDITORS REPORT OF PRISM CEMENT LIMITED

(Referred to in paragraph 3 of our report of even date on the financial statements for the period ended March 31, 2009)

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

(ii) (a) Inventories have been physically verified during the period by the Management. In our opinion, the frequency of verification is reasonable.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(v) According to the information and explanations given to us, during the period there are no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion, prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2009, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:

Particulars Financial years to which the matter pertains

Excise Duty 1997-2002

Central Sales Tax 2000-2009

Local Body Tax 1996-1997

MP Entry Tax 2006-2007

2001-2002

Cess On Land 1990-91 to 2003-04

Energy Development Cess 2000-2006

Royalty on Limestone mining 1996-2009

Forum where dispute is pending Amount Rs. Crores

Custom Excise & Service Tax Appeallate Tribunal 0.35

High Court of Chattisgarh 7.56

High Court of Madhya Pradesh 0.02

The Supreme Court 0.17

M.P. Commercial Tax Appellate Tribunal 0.14

Tehsildar Court 0.37

The Supreme Court 9.44

High Court of Madhya Pradesh 30.75

(x) The Company does not have accumulated losses as at March 31, 2009 and has not incurred any cash losses during the period ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or banks.

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

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

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, during the period the Company has not raised any term loans.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long term investment.

(xviii) According to the information and explanations given to us, during the period, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures which were outstanding during the period covered by our report.

(xx) During the period, the Company has not raised any money by way of a public issue.

For N. M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Place : Mumbai Partner Date : April 14, 2009 Membership No.: 37924

Jun 30, 2008

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at June 30, 2008 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

{iv) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors, as on June 30, 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on June 30, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2008;

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

ANNEXURE TO THE AUDITORS REPORT OF PRISM CEMENT LIMITED

(Referred to in paragraph 3 of our report of even date on the financial statements for the year ended June 30, 2008)

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

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

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty with the appropriate authorities. No undisputed statutory dues payable were in arrears as at June 30, 2008, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:

Particulars Financial years to which the matter pertains

Excise Duty 1997 - 2002 Central Sales Tax 2000 - 2006 Local Body Tax 1996 - 1997 M P Entry Tax 2006 - 2007 2001 - 2002 Cess on Land 1990-91 to 2003-04 Energy Development Cess 2000 - 2006 Royalty on Limestone mining 1996 - 2001

Forum where dispute is pending Amount Rs. Crores

Custom Excise & Service Tax Appeallate Tribunal 0.42 High Court of Chattisgarh 7.48 High Court of Madhya Pradesh 0.02 The Supreme Court 1.62 High Court of Madhya Pradesh 0.14 Tehsildar Court 0.37 The Supreme Court 9.44 The Supreme Court 2.74

(x) The Company does not have accumulated losses as at June 30, 2008 and has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or banks.

(xii) According to the information and explanations the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, during the year the Company has not raised any term loans.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures which were outstanding during the period covered by our report.

(xx) During the year, the Company has not raised any money by way of a public issue.

For N. M. RAIJI & CO., Chartered Accountants

J. M. GANDHI Place : Mumbai Partner Date : July 3, 2008 Membership No.: 37924

Jun 30, 2007

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at June 30, 2007 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(v) on the basis of written representations received from the directors, as on June 30, 2007, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on June 30, 2007 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2007;

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

ANNEXURE TO THE AUDITORS REPORT OF PRISM CEMENT LIMITED

(Referred to in paragraph 3 of our. report of even date on the financial statements for the year ended June 30, 2007)

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

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

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956,

(b) 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.

(iv) 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 inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in the internal control system.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the products manufactured by the Company. We h;ave broadly reviewed the books of account maintaine d and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty with the appropriate authorities. No undisputed statutory dues payable were in arrears as at June 30, 2007, for a period of more than six months from the date they became payable.

(b) According to the iniformation and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:

Particulars Financial years to which the matter pertains Excise Duty 1997 - 2002 Central Sales Tax 2000 - 2006 Local Body Tax 1996 - 1997 MP Entry Tax 2001 - 2002 Cess on Land 1990-91 to 2003-04 Energy Development Cess 2000 - 2006 Royalty on Limestone mining 1996 - 2001

Forum where dispute is pending Amount (Rs. Crores) Appellate Authority 0.02 Custom Excise Service Tax Appeallate Tribunal 0.20 Chattisgarh High Court 6.91 Madhya Pradesh High Court 0.02 Appellate Authority 0.14 Tehsildar Court 0.37 Madhya Pradesh High Court 9.20 Supreme Court 2.74

(x) The Company does not have accumulated losses as at June 30, 2007 and has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks.

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

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

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) In our opinion and according to the information and explanations given to us, and. on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long term investment.

(xviii)According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures which were outstanding during the period covered by our report. Accordingly, the provisions of clause 4 (xix) of the Order are not applicable to the Company.

(xx) During the year, the Company has not raised any money by way of a public issue.

For N. M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Place : Mumbai Partner Date : July 3, 2007 Membership No.: 37924

Jun 30, 2006

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at 30th June, 2006, the Profit and 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 Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(v) on the basis of written representations received from the directors, as on 30* June, 2006, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June, 2006 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2006;

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

For N. M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Place: Mumbai Partner Date : July 25, 2006 Membership No. 37924

ANNEXURE TO THE AUDITORS' REPORT OF PRISM CEMENT LIMITED

(Referred to in paragraph 3 of our report of even date)

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

(b) According to the information and explanations given to us, the Company has formulated a programme of verification by which all the assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As per the records of the Company, no discrepancies were noticed on verification conducted during the year as compared with the book records.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company and the same have been properly dealt with m the books of account.

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has repaid loans/deposits taken in earlier years from two directors covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year aggregates to Rs. 1,532.72 lakhs and there is no year-end balance of the said loans/deposits.

(c) In our opinion and according to the information & explanations given to us, the rate of interest and other terms and conditions on which loans have been taken from the parties listed in the register maintained under Section 301 of the Companies Act are, prima facie, not prejudicial to the interest of the Company.

(d) The company has repaid the principal amounts as stipulated and was regular in the payment of interest.

(iv) 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 inventories and fixed assets and with regard to the sate of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) According to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section.

(vi) In respect of deposits accepted from the public, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. To the best of our knowledge, no order has been passed by the Company Law Board against the Company, in this regard.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; the prescribed accounts and records have prima facie been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty with the appropriate authorities. No undisputed amounts payable were in arrears as at 30th June, 2006, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which nave not been deposited with the concerned authorities on account of dispute are given below:

Particulars Financial years to which the matter pertains

Excise Duty 1997-2002 Central Sales Tax 2000-2006 Local Body Tax 1996-1997 MP Entry Tax 2000-2002 & 2006 MP Commercial Tax 2000-2003 Cess on Land 1990-1991 to 2003-2004 Energy Development Cess 2000-2006 Royalty on Limestone mining 1996-2001

Forum where dispute is pending Amount (Rs. Lacs)

Appellate Authority 2.13 Custom Excise Service Tax Appellate Tribunal 20.10 Chattisgarh High Court 645.91 Madhya Pradesh High Court 2.07 Appellate Authority 88.53 Appellate Authority 49.31 Tehsildar Court 37.18 Madhya Pradesh High Court 942.22 Madhya Pradesh High Court 273.71

(x) The accumulated loss of the Company as at the end of 30th June, 2006 was not more than fifty percent of its net worth. The Company has not incurred cash losses in the current year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions or banks.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the oasis of security by way of pledge of shares, debentures and other securities.

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, no comment is called for in respect of clause 4 (xiv) of the Order.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long term investment.

(xx) During the period covered by our audit report, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, during the course of our audit no material fraud on or by the Company has been noticed or reported.

For N. M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Place: Mumbai Partner Date: July 25, 2006 Membership No. : 37924

Jun 30, 2005

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at 30th June, 2005, the Profit and 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 Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(v) on the basis of written representations received from the directors, as on 30th June, 2005, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June, 2005 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2005;

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

For N. M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Place: Mumbai Partner Date : July 26, 2005 Membership No. 37924

ANNEXURE TO THE AUDITORS' REPORT OF PRISM CEMENT LIMITED

(Referred to in paragraph 3 of our report of even date)

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

(b) According to the information and explanations given to us, the Company has formulated a programme of verification by which all the assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As per the records of the Company, no discrepancies were noticed on verification conducted during the year as compared with the book records.

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

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken loans/deposits from two directors covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year aggregates to Rs. 2,84.2.02 lakhs and the year-end balance of these loans aggregates to Rs. 1,532.72 lakhs.

(d) The company has repaid the principal amounts as stipulated and was regular in the payment of interest.

(iv) 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 inventories and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; the prescribed accounts and records have prima facie been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix)(a) According to the information and explanations provided to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty with the appropriate authorities. No undisputed amounts payable were in arrears as at 30th June, 2005, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:

Particulars Financial years to which the matter pertains

Excise Duty 1997-2002 U.P. Trade Tax 1997-2002 Central Sales Tax 2000-2004 Local Body Tax 1996-1997 M.P. Entry Tax 2000-2002 Cess on Land 1990-91 to 2003-04 Energy Development Cess 2000-2004 Royalty on Limestone mining 1996-2001

Forum where dispute is pending Amount (Rs. in Lakhs)

Appellate Authority 2.13 Custom Excise Service Tax Appellate Tribunal 21.09 Appellate Authority 6.48 Uttar Pradesh High Court 0.35 Various High Courts 560.17 Madhya Pradesh High Court 2.07 Appellate Authority 29.98 Tehsildar Court 37.18 Madhya Pradesh High Court 1045.35 Madhya Pradesh High Court 273.71

(x) The accumulated loss of the Company as at the end of 30th June, 2005 was less than fifty percent of its net worth. The Company has not incurred cash losses in the current year and in the immediately preceding financial year

(xi) According to the information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions or banks.

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

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

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long-term investment.

(xx) During the period covered by our audit report, the Company has not raised any money by way of a public issue.

For N.M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Place : Mumbai Partner Date : July 26, 2005 Membership No. 37924

Jun 30, 2004

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at 30th June, 2004, the Profit and 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 Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

3. 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 Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(v) on the basis of written representations received from the directors, as on 30th June, 2004, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June, 2004 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2004;

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

For N. M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Mumbai, Partner September 16, 2004 Membership No. 37924

ANNEXURE TO THE AUDITORS' REPORT OF PRISM CEMENT LIMITED

(Referred to in paragraph 3 of our report of even date)

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

(b) According to the information and explanations given to us, the Company has formulated a programme of verification by which all the assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. To the best of our knowledge, no discrepancies were noticed on verification conducted during the year as compared with the book records.

(ii) (a) The stocks of finished goods and raw materials have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(iii) (a) The Company has taken loans/deposits from two directors covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year aggregates to Rs.4057.17 lacs and the year end balance of these loans aggregates to Rs.2532.39 lacs. The Company has not granted any loans to companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans/deposits have been taken from the party listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) There is no overdue amount of loans and interest on such loans/deposits.

(v) According to the information and explanations given to us, during the year, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lacs in respect of each party.

(vi) In respect of deposits accepted from the public, the Company has complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under. To the best of our knowledge, no order has been passed by the Company Law Board in this regard against the Company.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956. We have broadly reviewed the books of account maintained and in our opinion, the prescribed accounts and records have prima facie been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. (ix)(a) According to the information and explanations provided to us, the Company is regular in depositing undisputed statutory dues including Provident fund. Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax. Custom duty. Excise duty. Profession Tax, Entry Tax with the appropriate authorities. No undisputed amounts payable were in arrears as at 30th June, 2004, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:

Particulars Financial years to which the matter pertains

Excise Duty 1997-2002 U.P. Trade Tax 1997-2002 Central Sales Tax 25/03/2001 to 30/06/2004 Local Body Tax 01/05/1997 to 20/05/1997 Cess on Land 1990-91 to 2003-04 Energy Development Cess 29/06/2001 to 30/06/2004 Royalty on 01/01/1997 to 31/03/2001 Limestone mining

Forum where dispute is Amount pending (Rs. in Lacs)

Appellate Authority 21.15 Custom Excise Service 16.61 Tax Appeallate Tribunal Appellate Authority, 11.50 U.P.T.T. Tribunal, Allahabad 0.65 Various High Courts 428.38 Madhya Pradesh High Court 2.07 Tehsildar Court 37.18 Madhya Pradesh High Court 1046.37 Madhya Pradesh High Court 273.71

(x) The accumulated losses of the Company as at the end of 30th June, 2004 was less than fifty percent of its net worth. The Company has not incurred cash losses in the current year, however it had incurred cash losses in the immediately preceding financial year.

(xi) According to the information and explanations given to us, a principal amount of Rs. 3381.30 Lacs, due for repayment on various dates, have not been paid in respect of loans from International Finance Corporation (Washington), since the Company has applied to the lender for reschedulement of the loans.

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

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

(xiv) According to the information and explanations given to us, the Company is not dealing in shares, securities and debentures. Therefore, no comment is called for in respect of clause 4 (xiv) of the Order.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilized for long-term investment and vice versa.

(xviii) 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.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

(xx) During the period covered by our audit report, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For N. M. RAIJI & CO. Chartered Accountants

J. M. GANDHI Mumbai Partner September 16, 2004 Membership No. 37924

Jun 30, 2003

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at SO"1 June, 2003 and also the Profit and Loss Account and the Cash Row Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 Manufacturing and Other Companies (Auditor's Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:-

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 appears from our examination of the books of the Company;

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report is in agreement with the books of account of the Company;

d. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by the report is in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable;

e. In our opinion and to the best of our information and according to the explanations given to us, the accounts, read together with 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 the Balance Sheet, of the state of affairs of the Company as at 30th June, 2003 and

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

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

f. On the basis of the written representation from the directors, taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2003 from being appointed as a director under section 274(1)(g) of the Companies Act, 1956.

For N.M. RAIJI & CO. Chartered Accountants

Mumbai, J. M. Gandhi 25th September, 2003. Partner

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARA 3 OF THE AUDITORS'REPORT TO THE MEMBERS OF PRISM CEMENT LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 30TH JUNE, 2003.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

1. The Company has maintained proper records showing particulars including quantitative details and situation of its fixed assets. As explained to us, certain fixed assets have been physically verified by the management during the year, in accordance with a phased programme of verification formulated by the Company. According to the information and explanations given to us, no material discrepancy has been noticed on such verification as compared to the book records.

2. None of the fixed assets have been revalued during the year.

3. As informed to us, the stocks of finished goods, stores, spare parts and raw materials have been physically verified by the management during the year.

4. In our opinion and according to the information and explanations given to us, the procedures for physical verifications of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on physical verification of stocks, as compared to book records were not material and have been properly dealt with in the books of account.

6. In our opinion, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. Except for interest-free unsecured loans from promoters/the Company has not taken any loan from parties listed in the Register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions of loan from promoters are not, prima facie, prejudicial to the interests of the Company. As informed to us, there are no Companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956.

8. The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As informed to us, there are no companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956.

9. The Company has given loans to its employees, who are repaying the principal amounts as stipulated and are also regular in payment of interest.

10. 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 activities with regard to the purchase of raw materials, stores, spare parts, plant and machinery, equipments and other assets and for the sale of goods.

11. As per the information and explanation given to us, there are no transactions of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 50.000/- or more in respect of each party.

12. According to the information and explanations given to us, the Company has regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods and necessary provision for loss against such items have been made in the Books of Account of the Company.

13. The Company has accepted deposit from public during the financial year. The Company has complied with the provisions of Section 58 A of the Companies Act, 1956 and the Rules framed thereunder, with regard to the said deposit.

14. We have been informed that the Company's manufacturing operations do not generate realisable by-products or scrap, and hence the question of reporting under clause 4(A) (xiv) of the Order does not arise.

15. In our opinion, the Internal Audit system is commensurate with the size of the Company and the nature of its business.

16. We have broadly reviewed the Books of Account maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under Section 209 (1) (d) of the Companies, Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

17. According to the information and explanations given to us and the records examined by us, the Company has been regular in depositing the Provident Fund dues with the appropriate authorities. We have been informed that the Company is not required to deduct and pay Employees' State Insurance Corporation dues.

18. According to information and explanation given to us, there were no undisputed amounts payable in respect of income-tax, wealth-tax, sales-tax, customs duty and excise duty which were outstanding at 30th June, 2003 for a period of more than six months from the date they became payable.

19. According to the information and explanations given to us and the records of the Company examined by us, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with the generally accepted business practices.

20. The Company is not a sick industrial company within the meaning of clause (O) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For N.M. RAIJI & CO. Chartered Accountants

Mumbai, J. M. Gandhi 25th September, 2003. Partner

Jun 30, 2002

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED as at 30th June, 2002 and also the annexed Profit & Loss Account for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: -

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of the books of the Company;

c. The Balance Sheet dealt with by the report is in agreement with the books of account of the Company;

d. In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by the report is in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable;

and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2002 and

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

f. On the basis of the written representation from the directors, taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2002 from being appointed as a director under Section 274 (1) (g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARA 3 OF THE AUDITORS' REPORT TO THE MEMBERS OF PRISM CEMENT LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 30th JUNE, 2002.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

2. None of the fixed assets have been revalued during the year.

3. As informed to us, the stocks of finished goods, stores, spare parts and raw materials have been physically verified by the management during the year.

5. The discrepancies noticed on physical verification of stocks, as compared to book records were not material and have been properly dealt with in the books of account.

6. In our opinion, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. Except for an interest-free unsecured loan from a Director, the Company has not taken any loan from parties listed in the Register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions of loan from a director are not, prima facie, prejudicial to the interests of the Company. As informed to us, there are no Companies under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956.

8. The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956. As informed to us, there are no companies under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956.

9. The Company has given loans to its employees, who are repaying the principal amounts as stipulated and are also regular in payment of interest.

11. There are transactions of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 50, 000/- or more in respect of each party. According to the information and explanations given to us, these transactions have been made at prices, which are reasonable, having regard to the prevailing market prices available with the Company for such goods and materials.

12. According to the information and explanations given to us, the Company has regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods and necessary- provision for loss against such items have been made in the Books of Account of the Company.

13. According to the information and explanations given to us, the Company has not accepted any deposits

from the public and hence the question of compliance with the directives issued by the Reserve Bank of India and provisions of Section 58 A of the Companies Act, 1956 and the Rules framed thereunder does not arise.

15. In our opinion, the Internal Audit system is commensurate with the size of the Company and the nature of its business.

16. We have broadly reviewed the Books of Account maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

17. According to the information and explanations given to us and the records examined by us, the Company has been regular in depositing the Provident Fund dues with the appropriate authorities. We have been informed that provisions of Employees' State Insurance Act, 1948 are not applicable to the Company.

18. According to information and explanation given to us, there were no undisputed amounts payable in respect of income-tax, wealth-tax, sales-tax, customs duty and excise duty which were outstanding at 30th June, 2002 for a period of more than six months from the date they became payable.

20. The Company is not a sick industrial company within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For N.M. RAIJI &CO.

Chartered Accountants

Mumbai, J. M. Gandhi 30th September, 2002 Partner

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