1.  We have audited the attached Balance Sheet of ITD Cementation India
 Limited, (the ''Company'') as at 31 December2012, and also the Statement
 of Prof t and Loss and the Cash Flow Statement for the year ended on
 that date annexed thereto (collectively referred as the ''f nancial
 statements''). These f nancial statements are the responsibility of the
 Company''s management. Our responsibility is to express an opinion on
 these f nancial 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 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 (the
 ''Order'') (as amended), issued by the Central Government of India in
 terms of sub-section (4A) of section 227 of the Companies Act, 1956
 (the ''Act''), we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the Order.
 
 4.  We draw attention to notes 36 to 40 to the financial statements
 regarding trade receivables and un-billed work in progress aggregating
 to Rs. 8,727 lakhs and Rs. 8,686 lakhs (31 December 2011: Rs. 8,288
 lakhs and Rs. 8,686 lakhs) respectively,outstanding as at 31 December
 2012, representing various claims recognised during the earlier period
 based on the terms and conditions implicit in the contracts. These
 claims being technical in nature and being subject matter of
 litigation, the Company has assessed the recoverability of these claims
 based on recommendation of dispute resolution board, awards received
 from arbitration tribunal, high court orders received and legal opinion
 from an independent counsel.  On the basis of such assessment,
 management is of the opinion that the claims are tenable and would be
 realized in full and accordingly no adjustments have been made in these
 financial statements.
 
 5.  Further to our comments in the Annexure referred to 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
 those books;
 
 c.  The f nancial statements dealt with by this report are in agreement
 with the books of account;
 
 d.  On the basis of written representations received from the
 directors, as on 31 December 2012 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 December 2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Act;
 
 e.  In our opinion and to the best of our information and according to
 the explanations given to us, the financial statements dealt with by
 this report comply with the accounting standards referred to in
 sub-section (3C) of section 211 of the Act and the Rules framed there
 under and 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, in the case of:
 
 (i) the Balance Sheet, of the state of affairs of the Company as at 31
 December 2012;
 
 (ii) the Statement of Profit and Loss, of the profit for the year ended
 on that date; and
 
 (iii) the Cash Flow Statement, of the cash flows for the year ended on
 that date.
 
 Annexure to the Auditors'' Report of even date to the members of ITD
 Cementation India Limited on the f nancial statements for the year
 ended 31 December 2012
 
 Based on the audit procedures performed for the purpose of reporting a
 true and fair view on the f nancial statements of the Company and
 taking into consideration the information and explanations given to us
 and the books of account and other records examined by us in the normal
 course of audit, we report that:
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets have been physically verif ed by the management
 during the year and no material discrepancies were noticed on such
 verif cation. In our opinion, the frequency of verif cation of the f
 xed assets is reasonable having regard to the size of the Company and
 the nature of its assets.
 
 (c) In our opinion, a substantial part of f xed assets has not been
 disposed of during the year.
 
 (ii) (a) The management has conducted physical verif cation of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verif cation of inventory followed by
 the management are 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 verif cation.
 
 (iii) (a) The Company has not granted any loan, secured or unsecured to
 companies, f rms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, the provisions of clauses
 4(iii)(b) to 4(iii)(d) of the Order are not applicable.
 
 (b) The Company has not taken any loans, secured or unsecured from
 companies, f rms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, the provisions of clauses
 4(iii)(f) and 4(iii)(g) of the Order are not applicable.
 
 (iv) In our opinion, 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 f xed assets and for the
 sale of goods and services. During the course of our audit, no major
 weakness has been noticed in the internal control system in respect of
 these areas.
 
 (v) (a) In our opinion, the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 Section 301 of the Act have been so entered.
 
 (b) In our opinion, the transactions made in pursuance of such
 contracts or arrangements and exceeding the value of rupees f ve lakhs
 in respect of any party during the year have been made at prices which
 are reasonable having regard to prevailing market prices at the
 relevant time.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
 clause 4(vi) of the Order are not applicable.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 (viii) According to the information and explanations given to us, the
 Companies (Cost Accounting Records) Rules 2011 have become applicable
 to the Company during the current year and the said rules have not
 prescribed any specif c formats for the cost statements. In terms with
 the clarif cation issued by the Ministry of Corporate Af airs, the
 management believes that its records currently maintained by Company
 provide the information required under the said rules. We have broadly
 reviewed the books of account maintained by the Company pursuant to the
 Rules made by the Central Government for the maintenance of cost
 records under clause (d) of sub-section (1) of Section 209 of the Act
 in respect of Company''s operations and are of the opinion that, prima
 facie, the prescribed accounts and records have been made and
 maintained. However, we have not made a detailed examination of the
 cost records with a view to determine whether they are accurate or
 complete.
 
 (ix) (a) The Company is regular in depositing the undisputed statutory
 dues including provident fund, investor education and protection fund,
 employees'' state insurance, income tax, sales tax, wealth tax, service
 tax, custom duty, excise duty, cess and other material statutory dues,
 as applicable, with the appropriate authorities. Further, no undisputed
 amounts payable in respect thereof were outstanding at the year-end for
 a period of more than six months from the date they become payable.
 
 (b) There are no dues in respect of wealth tax, service tax, customs
 duty and cess that have not been deposited with the appropriate
 authorities on account of any dispute. The dues outstanding in respect
 of sales-tax, income-tax, excise duty on account of any dispute, is as
 follows:
 
 Name of the statute    Nature of    Amount (Rs.)  Period to which the
                        dues                       amount relates
 
 Sales Tax Act/Works    Sales Tax     1,659,990    Y.E. 1994-95
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax     2,289,383    Y.E. 2003-04 & 2004-05
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax       408,950    Y.E. 1997-98
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax        18,500    YE.2005-06
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax        15,450    Y.E. 1999-00
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax     4,236,447    YE.2006-07
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax     3,196,927    YE.2004-05
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax    32,041,940    Y.E. 2006-07 & 2007-08
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax     1,112,354    YE.2003-04
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax      4,68,499    Y.E. 2007-08 & 2008-09
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax     2,254,954    YE.2003-04
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax   115,262,781    March 2007 to 
                                                   September
 Contract Tax Act                                  2010
 
 Sales Tax Act/Works    Sales Tax     7,781,391    Y.E. 2005-06 & 2008-09
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax        20,076    April 2007 to December
 Contract Tax Act                                  2007
 
 Sales Tax Act/Works    Sales Tax     44,09,081    YE.2008-09
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax     7,851,119    Y.E. 2007-08 & 2008-09
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax     1,709,364    YE.2009-10
 Contract Tax Act
 
 Sales Tax Act/Works    Sales Tax    23,208,189    YE.2008-09
 Contract Tax Act
 
 Sales Tax Act/Works    Entry Tax     1,150,000    YE.2008-09
 Contract Tax Act
 
 Central Excise Duty    Excise Duty   5,169,538    May 1998 to January 
                                                   1999
 
 Income Tax Act, 1961   Income Tax   53,030,830    YE.2004-05
 
 Income Tax Act, 1961   Income Tax    7,737,391    YE.2007-08, 2008-09 &
                                                   2009-10
 
 Name of the Statute         Forum where dispute is pending
 
 Sales Tax Act/ Works
 Contract Tax Act            Revision Board (Tribunal), Kolkata
 
 Sales Tax Act/ Works
 Contract Tax Act            Assistant Commissioner of Sales Tax
 
 Sales Tax Act/ Works
 Contract Tax Act            Deputy Commissioner of Commercial Taxes 
 
 Sales Tax Act/ Works
 Contract Tax Act            Assistant Commissioner , Rajasthan
 
 Sales Tax Act/ Works
 Sales Tax Act/ Works
 Contract Tax Act            Joint Commissioner of Commercial Taxes
 
 Sales Tax Act/ Works
 Contract Tax Act            Excise and Taxation Commissioner, Punjab
 
 Sales Tax Act/ Works
 Contract Tax Act            Assistant Commissioner of Commercial
                             Taxes, Bihar
 
 Sales Tax Act/ Works
 Contract Tax Act            Joint Commissioner of Commercial Taxes,
                             West Bengal
 
 Sales Tax Act/ Works
 Contract Tax Act            Commercial Tax Of cer , Tamil Nadu
 
 Sales Tax Act/ Works
 Contract Tax Act            Assistant Commissioner of Commercial 
                             Taxes, Tamil Nadu
 
 Sales Tax Act/ Works
 Contract Tax Act            Joint Commissioner of Commercial Taxes, 
                             Bihar 
 
 Sales Tax Act/ Works
 Contract Tax Act            Appellate Deputy Commissioner,Andhra Pradesh
 
 Sales Tax Act/ Works
 Contract Tax Act            Joint Commissioner of Commercial Taxes,Bihar
 
 Sales Tax Act/ Works
 Contract Tax Act            Assistant Commissioner of Commercial Taxes, 
                             Uttar Pradesh
 
 Sales Tax Act/ Works
 Contract Tax Act            Appellate And Taxation Tribunal 
 
 Sales Tax Act/ Works
 Contract Tax Act            High Court, Tamil Nadu
 
 Sales Tax Act/ Works
 Contract Tax Act            Appellate Deputy Commissioner of Commercial
                             Taxes
 
 Sales Tax Act/ Works
 Contract Tax Act            Additional Commissioner, Uttar Pradesh 
 
 Sales Tax Act/ Works
 Contract Tax Act            Additional Commissioner, Uttar Pradesh
 
 Central Excise Duty         Commissioner of Central Excise
 
 Income Tax Act, 1961        Income Tax Appellate Tribunal
 
 Income Tax Act, 1961        Commissioner of Income Tax (Appeals)
 
 (x) In our opinion, the Company has no accumulated losses at the end of
 the f nancial year and it has not incurred cash losses in the current
 and the immediately preceding f nancial year.
 
 (xi) In our opinion, the Company has not defaulted in repayment of dues
 to a f nancial institution or a bank or debenture-holders during the
 year.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities. Accordingly, the provisions of clause 4(xii) of the Order
 are not applicable.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 mutual benef t fund/ society. Accordingly, the provisions of clause
 4(xiii) of the Order are not applicable.
 
 (xiv) In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable.
 
 (xv) In our opinion, the terms and conditions on which the Company has
 given guarantee for loans taken by others from banks or financial
 institutions are not, prima facie, prejudicial to the interest of the
 Company.
 
 (xvi) In our opinion, the Company has applied the term loans for the
 purpose for which these loans were obtained.
 
 (xvii) In our opinion, no funds raised on short-term basis have been
 used for long-term investment.
 
 (xviii) During the year, the Company has not made any preferential
 allotment of shares to parties or companies covered in the register
 maintained under Section 301 of the Act. Accordingly, the provisions of
 clause 4(xviii) of the Order are not applicable.
 
 (xix) The Company has neither issued nor had any outstanding debentures
 during the year. Accordingly, the provisions of clause 4(xix) of the
 Order are not applicable.
 
 (xx) The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of clause 4(xx) of the Order are not
 applicable.
 
 (xxi) Except as referred in Note 47 to the f nancial statements, no
 fraud on or by the Company has been noticed or reported during the
 period covered by our audit.
 
 For Walker, Chandiok & Co
 
 Chartered Accountants
 
 Firm Registration No.: 001076N
 
 per Amyn Jassani
 
 Partner
 
 Membership No.: F-46447
 
 Place : Mumbai
 
 Date : 28 February 2013