Auditor Report of RCC Cements Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of RCC CEMENTS LIMITED (“the Company”), which
comprise the Balance Sheet as at March 31, 2024, 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, and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (“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, 2024, and its LOSS including other comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Emphasis on other matter:

Capital advances of Rs. 3.74 Crore grouped under Long-term Loans & advances are subject to
Confirmation from the Party. Details of the same was not provided to us.

Our opinion is not modified with respect to the above-stated matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

Information Other than the Financial Statements and Auditors'' Report Thereon

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

Our opinion on the 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 financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained during the course of our 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.

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 Act with respect
to the preparation of these financial statements that give a true and fair view of the financial position, financial
performance (including other comprehensive income), changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Indian accounting
Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

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

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditors'' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 financial statements.

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

• Identify and assess the risk of material misstatement of the 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.

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

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

• Conclude on the appropriateness of management’s 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 Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report.
However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the 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 financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ 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 (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central
Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters
specified in paragraphs 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 including Other Comprehensive Income, the
Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with the 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) With respect to the adequacy of the internal financial controls with reference to the financial
statements of the Company and the operating effectiveness of such controls, refer to our separate
Report in “Annexure B” to this report.

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

h) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, 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 pending litigations if any on its financial position in its 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 was no delay in transferring the amounts, which was 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
(which are material either individually or in the aggregate) 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 or entity, including foreign entity (“Intermediaries”),
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 (“Ultimate Beneficiaries”) 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
(which are material either individually or in the aggregate) have been received by the Company
from any person or entity, including foreign entity (“Funding Parties”), 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 (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

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

v. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable
from 1st April 2023

Based on our examination which included test check, the Company has used accounting
software for maintaining its books of accounts which has a feature of recording audit trail (edit
log) facility and but the edit log was not operated throughout the financial year for all relevant
transactions recorded in the respective software

vi. The company has not declared or proposed dividend during the year.

For Nemani Garg Agarwal & Co.

Chartered Accountants

Firm’s Registration Number: 010192N

Sd/-

(J.M. Khandelwal)

Partner

Membership Number: 074267

UDIN: 24074267BKHGUS6788

Place of Signature: New Delhi

Date: 29th May, 2024

---

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance and Cash Flow Statement 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") Issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,2015 we give in the Annexure a statement on the matters specified in paragraphs 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 appears from our examination of those books.

c) The Company does not have any branch offices which are audited under Section 143(8) of the Act by branch auditors.

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

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

f) There are no observations or comments on the financial transactions or matters which may have any adverse effect on the functioning of the Company.

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

h) With respect to the other matters included in the Auditor's Report and to the best of our information and according to the explanations given to us :

i) As per information furnished to us, the Company does not have any pending litigations which would impact its financial position.

ii) As per information furnished to us, the Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE AUDITORS' REPORT

M/s. RCC CEMENTS LIMITED

Annexure to the Auditors Report of the RCC CEMENTS LIMITED

(In respect of matters specified in paragraphs 3 & 4 of Companies (Auditor's Report) Order, 2015)

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we further state as under:

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any of the fixed assets.

2. (a) The company is not dealing in any goods therefore there is no inventory.

(b) As already stated, since the company is not dealing any goods, there is no question of procedure of physical verification of stock.

(c) As already mentioned, the company is not dealing any goods and therefore there is no question of proper records of inventory.

3. (a) The company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register U/s. 189 of the Companies Act, 2013.

(b) As the company has not granted any loans, the question of repayment does not arise.

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

5. The Company has not accepted any deposits from the public. Therefore, the directive issued by the Reserve Bank of India and the provision of section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules framed there under does not arise.

6. Maintenance of cost records has not been prescribed by the Central Government U/s. 148(1) of the Companies Act, 2013.

7. (a) As per information and record produced before us, the company is regular in depositing undisputed statutory dues within in the prescribed time to the appropriate authorities.

(b) According to the information and explanation given to us, no undisputed amounts payable on account of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and education cess as at 31.03.2015 for a period of more than six months from the date they become payable.

(c) In our Opinion, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the companies Act, 1956 (1of 1956) and rules made there under has been transferred to such fund within time

8. The accumulated losses if any, of the company as at the end of the financial year are less than 50% of its net worth.

9. According to the information and explanations given to us, the company has not taken any loan from any financial institution or bank. Therefore question of repayment of dues does not arise.

10. As per information furnished to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

11. The company has not raised any term loan during the period.

12. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s. RMA & Associates

Chartered Accountants

Firm Regn. No. 000978N

Sd/-

Place : New Delhi Pankaj Chander

Dated : 29th May, 2015 Partner

M. No. 89065

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act, 2013.

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

M/s. RCC CEMENTS LIMITED

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

(b) These fixed assets have been physically verified at reasonable intervals by the management and no material discrepancy was noticed on such verification.

(c) The company has not sold any assets during the year.

(ii) (a) The company does not have any inventory. Therefore, the clause relating to physical verification of inventory at reasonable intervals by the management is not applicable.

(b) As the company does not have any inventory, the clause relating to procedures of physical verification of inventory followed by the management in relation to the size of the company and the nature of its business is not applicable.

(c) As the company does not have any inventory, the clause relating to maintenance of proper records of inventory and notice of any material discrepancy on physical verification is not applicable.

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

(b) Since the company has not granted any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(c) Since the company has not granted any loans, the clause relating to regular receipt of the principal amount and interest is not applicable.

(d) Since the company has not granted any loans, the clause relating to overdue amount of more than Rupees One Lac is not applicable.

(e) 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 Act.

(f) Since the company has not taken any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(g) Since the company has not taken any loans, the clause relating to regular payment of the principal amount and interest is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the company has not entered into any contract or arrangement that need to be entered in the register maintained in pursuance of section 301 of the Act.

(b) Since the company has not entered into any such transactions during the financial year, the clause relating to such transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is not applicable.

(vi) The company being a "Non Banking Financial Company", provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act are not applicable to the company.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) According to the information and explanations given to us, and on the basis of our examination of the books of account, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues applicable to it have been regularly deposited by the company with the appropriate authorities during the year.

(b) According to the information and explanations given to us, there are no dues of income tax/sales tax/wealth tax/service tax/ custom duty/excise duty/cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company at the end of the financial year covered by our audit do not exceed fifty percent of its net worth.

(xi) According to the information and explanations given to us, the company has neither taken any loan from a financial institution or bank nor issued debentures during the financial year under audit. Hence, the clause relating to repayment of dues to a financial institution or bank or debenture holders is not applicable to the company.

(xii) The company has not granted any loan or advance against the security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4

(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) Proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments held by the company and timely entries have been made therein. Shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, the company has not obtained any term loans.

(xvii) According to the information and explanations given to us, we report that short term funds have not been used for long term investments.

(xviii) The company has not made preferential allotment of shares during the period covered by our audit to the parties and companies listed in the Register maintained under section 301 of the Act.

(xix) The company has not issued debentures during the period covered by our audit.

(xx) The company has not raised money by way of public issues during the period covered by our audit.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s. RMA & Associates Chartered Accountants Firm Regn. No. 000978N

Sd/- Place: New Delhi Pankaj Chander Dated : 30th May, 2014 Partner M. No. 89065

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of RCC CEMENTS LIMITED as at 31st March 2011, the Profit & Loss Account and 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of 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:

(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 such books;

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

(d) In our opinion, the Balance Sheet, the Profit & Loss account and the Cash flow statement dealt with by this report complies with the mandatory Accounting Standards referred in section 211 [3C] of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as at 31 03 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956.

(f) In our opinion, and to the best of our information and according to the explanations given to us, they 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 accounting principles generally accepted in India:

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

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

(iii) in the case of Cash Flow Statement, of the cash flow of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of Mrs. RCC Cements Limited

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

(b) These fixed assets have been physically verified at reasonable intervals by the management and no material discrepancy was noticed on such verification.

(c) The company has not disposed off a substantial part of its fixed assets during the year.

(ii) (a) The company is not dealing in any goods and therefore there is no inventory.

(b) As already stated, since the company is not dealing any goods, there is no question of procedure of physical verification of inventory.

(c) As already mentioned, the company is not dealing in any goods and therefore there is no question proper records of inventory.

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

(b) Since the company has not granted any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable

(c) Since the company has not granted any loans, the clause relating to regular receipt of the principal amount and interest is not applicable.

(d) Since the company has not granted any loans, the clause relating to overdue amount of more than Rupees One Lac is not applicable.

(e) 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 Act.

(f) Since the company has not taken any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(g) Since the company has not taken any loans, the clause relating to regular payment of the principal amount and interest is not applicable.

(iv) In our opinion and according to the information and explanations given to us. there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us. we are of the opinion that the company has not entered into any contract or arrangement that need to be entered in the register maintained in pursuance of section 301 of the Act.

(b) Since the company has not entered into any such transactions during the financial year, the clause relating to such transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is not applicable

(vi) The company has not accepted deposits from the public within the meaning of sections 58A. 58AA or any other relevant provisions of the Act.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax. sales-tax, wealth tax. service tax, custom duty, excise duty, cess and any other statutory dues if applicable to it have been regularly deposited by the company with the appropriate authorities during the year.

(b) According to the information and explanations given to us, there are no dues of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company at the end of the financial year covered by our audit do not exceed fifty percent of its net worth The company has not incurred cash losses in the financial year covered by our audit and in the preceding year

(xi) As the company has neither taken any loan from a financial institution or bank nor issued debentures, the clause relating to repayment of dues to a financial institution or bank or debenture holders is not applicable to the company.

(xii) The company has not granted any loan or advance against the security by way of pledge of shares debentures and other securities

(xiii) In our opinion the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4

(xiii) of the Companies {Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) Proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities debentures and other investments held by the company and timely entrees have been made therein Shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, the company has not obtained any term loans

(xvii) According to the information and explanations given to us, we report that no short term funds have been used for long term investments

(xviii) The company has not made any preferential allotment of shares during the period covered by our audit to the parties and companies covered in the Register maintained under section 301 of the Act

(xix) The company has not issued debentures during the period covered by our audit.

(xx) The company has not raised money by way of public issues during the period covered by our audit.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For W/s. RMA & Associates

Chartered Accountants

Firm Regn. No. 000978H

Pankaj Chanden

Place: New Delhi Partner

Dated :4th June, 2011 M. No. 890G5

---

Mar 31, 2010

1 We have audited the attached Balance Sheet of RCC CEMENTS LIMITED as at 31st March 2010, the Profit & Loss Account and 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors' Report) Order. 2003 issued by the Central Government of India in terms of 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:

(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 such books;

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

(d) In our opinion, the Balance Sheet, the Profit & Loss account and the Cash flow statement dealt with by this report complies with the mandatory Accounting Standards refined in section 211 [3C] of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as at 31 03 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of Sub section (1) of section 274 of the companies Act, 1956.

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

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

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

(iri) in the case of Cash Flow Statement, of the cash flow of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

{Referred to in paragraph 3 of our report of even date to the members of M/s. RCC Cements Limited

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

(b) These fixed assets have been physically verified at reasonable intervals by the management and no material discrepancy was noticed on such verification

(c) The company has not disposed off a substantial part of its fixed assets during the year.

(ii) (a) The company is not dealing in any goods therefore there is no inventory.

(b) As already stated, since the company is not dealing any goods, there is no question of procedure of physical verification of inventory.

(c) As already mentioned, the company is not dealing in any goods and therefore there is no question proper records of inventory.

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

(b) Since the company has not granted any loans, secured or unsecured as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(c) Since the company has not granted any loans, the clause relating to regular receipt of the principal amount and interest is not applicable.

(d) Since the company has not granted any loans, the clause relating to overdue amount of more than Rupees One Lac is not applicable

(e) 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 Act.

(f) Since the company has not taken any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(g) Since the company has not taken any loans, the clause relating to regular payment of the principal amount and interest is not applicable.

(iv) In our opinion and according to the information and explanations given to us. there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

W) (a) According to the information and explanations given to us. we are of the opinion that the company has not entered into any contract or arrangement that need to be entered in the register maintained in pursuance of section 301 of the Act

(b) Since the company has not entered into any such transactions during the financial year, the clause relating to such transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is not applicable.

(vi) The company has not accepted deposits from the public within the meaning of sections 58A, 58AA or any other relevant provisions of the Act.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax. custom duty, excise duty, cess and any other statutory dues if applicable to it have been regularly deposited by the company with the appropriate authorities during the year.

(b) According to the information and explanations given to us. there are no dues of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company at the end of the financial year covered by our audit do not exceed fifty percent of its net worth. The company has not incurred cash losses in the financial year covered by our audit and in the preceding year.

(xi) As the company has neither taken any loan from a financial institution or bank nor issued debentures, the clause relating to repayment of dues to a financial institution or bank or debenture holders is not applicable to the company.

(xii) The company has not granted any loan or advance against the security by way of pledge of shares, debentures and other securities.

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

(xiv) Proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments held by the company and timely entries have been made therein. Shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions

(xvi) According to the information and explanations given to us. the company has not obtained any term loans. ,

(xvii) According to the information and explanations given to us. we report that no short term funds have been used for long term investments

(xviii) The company has not made any preferential allotment of shares during the period covered by our audit to the parties and companies covered in the Register maintained under section 301 of the Act.

(xix) The company has not issued debentures dung the period covered by our audit

(xx) The company has not raised money by way of public issues during the period covered by our audit.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s. RMA & Associates

Chartered Accountants Firm Regn. No. 000978N

Pankaj Chander

Place: New Delhi Partner

Dated : 25th August, 2010 M. No. 89065