We have audited the attached Balance Sheet of M/S GANGOTRI CEMENT
 LIMITED, as at 31st March 2011 and also the Profit & Loss A/c, and the
 Cash Flow Statement for the year ended on that date annexed thereto.
 These financial statements are the responsibility of the Company''s
 Management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 We have 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.
 
 We report as follows: -
 
 As required by the companies (Auditor''s Report) order, 2003 including
 Companies (Auditor''s Report) (Amendment) Order'' 2004 issued by the
 Central Government of India in terms of Sub-section (4A) of section 227
 of the companies Act, 1956, we enclose in the Annexure, a Statement on
 the matters specified in paragraphs 4 & 5 of the said order.
 
 Further to our comments in the Annexure referred to above, we report
 that: -
 
 i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 ii) In our opinion, proper books of account as required by law have
 been kept by the company as far as appears from our examination of
 those books.
 
 iii) The Balance Sheet and Profit & Loss A/c and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 iv) In our opinion, the Balance Sheet and Profit & Loss Account and
 Cash Flow Statement A/c dealt with by this report, read together with
 significant accounting policies and notes of accounts given in Schedule
 R 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 31st March 2011, and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March
 2011 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with the
 Significant Accounting Policies in Schedule-R give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India.
 
 a.  In the case of Balance Sheet, of the state of affairs of the
 company as at 31st March''2011; and
 
 b.  In the case of the Profit & Loss A/c, of the Profit for the year
 ended on that date.
 
 c.  In the case of cash flow statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS''S REPORT REFERRED TO IN
 
 PARAGRAPH (1) OF OUR REPORT OF EVEN DATE
 
 TO THE MEMBERS OF
 
 M/S GANGOTRI CEMENT LTD.
 
 I.  a. The company has maintained proper records to show its full
 particulars including quantitative details and situation of fixed
 assets.
 
 b.  We are informed that the Fixed Assets were physically verified at
 reasonable intervals during the year. No serious discrepanancies were
 noticed on such verification.
 
 c.  The Company has not disposed off any fixed assets of the Company
 during the year under audit.
 
 II.  a. As explained to us, the inventory of the company has been
 physically verified during the year by the management on quarterly
 basis. In our opinion the frequency of verification is reasonable.
 
 b.  The procedure of physical verification of Inventory followed by the
 management is 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 and no
 material discrepancies were noticed on physical verification of
 inventory as compared to books records.
 
 III.  a. The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the Registers maintained
 U/S 301 of the Companies Act 1956 (1 of 1956).
 
 b. As reported in clause III a, Sub-clause b, c, d are not applicable
 to company.
 
 e. The Company has taken loans, secured or unsecured from companies,
 firms or other parties covered in the Registers maintained U/S 301 of
 the Companies Act 1956 (1 of 1956). Total Number of parties is 8 and
 amount involved (maximum amount involved) during the years Rs.61.10
 Lakhs.  During the year company has taken 13.50 Lacs and year-end
 balance was Rs.21.05 lacs.
 
 f.  In our opinion the rate of interest and other terms and conditions
 on which loans have been taken from the other parties listed in the
 register maintained under.  section 301, of the companies act, 1.956
 are not, prima facie prejudicial to the interest of the company.
 
 g.  In our opinion and according to the information and explanation a
 given to us, in respect of paying principal and interest amount of
 unsecured loan the terms of repayment have riot been stipulated
 therefore we have not made any comments ^^as.
 
 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 nature of its business,
 with regard to purchase of inventory and fixed assets and for sale of
 goods. During the course of our audit no major weaknesses has been
 noticed in the internal controls.
 
 V.  (a) In our opinion and according to the information and
 explanations given to us, the transactions that need to be entered into
 the register maintained under Section 301 of the Companies Act, 1956
 have not been occurred.
 
 (b) In our opinion and having regard to our comments in para (v) above,
 no transactions made in pursuance of contracts or arrangements entered
 in the register maintained under Section 301 of the Companies Act,
 1956, hence no comment called for in this regard.
 
 VI.  In our opinion and according to the information and explanations
 given to us the company has not accepted any deposits from public
 within the meaning of section 58 A & 58 AA of the Companies Act 1956.
 
 VII.  In our opinion, the company has an adequate internal audit system
 commensurate with its size and nature of its business.
 
 VIII.  According to the information and explanations given to us by the
 management company is being a Small Scale industries and maintenance of
 cost records are exempt to the company vide notification no. GSR No
 425(E) Date. 03-08-1998.
 
 IX. a. The company is regular in depositing undisputed statutory dues
 including provident fund, income tax, sales tax, excise duty, service
 tax, cess and other statutory dues with the appropriate authorities.
 According to information and explanation given to us, there is no
 undisputed arrear statutory dues as on last day of the financial year
 for a period of more than 6 months from the date they become payable.
 
 b.  Company has not any disputed amount hence this clause is not
 applicable to company.
 
 X. Company accumulated losses at the financial year is less than of
 fifty percentage of net worth. Company has not incurred cash losses
 during the financial year, and immediately preceding financial year.
 
 XI. Company has not taken any loans from any banks and financial
 institution- '' therefore no question of defaulted of payments to bank
 etc arise. Company has not issued any debenture.
 
 XII. According to the records of 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 provision of special statute applicable to Chit Fund, Nidhi
 / Mutual benefit fund / Societies is not applicable to the company.
 
 XIV.  As per records of the company and the information and explanation
 given to us by the management, company is not dealing or trading in
 shares, securities and debentures and other investments.
 
 XV According to the records of the company and according to the
 information and explanations given to us the Company has not given any
 guarantee for loans taken by others from banks or financial
 institutions.
 
 XVI The Company has enjoying Loan Facility from HDFC Bank. The Company
 has used the above loans for the purpose for which these are obtained.
 
 XVII. According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we report
 that no funds raised on short-term basis have been used for long term
 investment by the Company & vice versa.
 
 XVIII As per the records of the company and 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 registered maintained under section 301 of the Act.
 
 XIX The Company has not issued debentures; hence question of creation
 of securities does not arise.
 
 XX.  During the period covered by our audit report, the company has not
 raised any money by public issue.
 
 XXI.  To the best of our knowledge and belief and according to the
 information and explanation given to us, there is no fraud on or by the
 Company has been noticed during our audit or reported during the
 period.
 
 
                                        for, SUNIL JOHRI & ASSOCIATES
 
                                            CHARTERED ACCOUNTANTS,
 
                                             FIRM REGN NO.05960C   
 Place : Raipur          
 
 Dated : 23-08-2011                            (SUNIL JOHRI)
 
                                                  PARTNER
 
                                                M.NO.074654