1.  We have audited the attached Balance Sheet of J.K.  Cement Limited,
 as at 31st March, 2011, the Profit and Loss Account and also 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 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 also
 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 give in the Annexure a
 statement on the matters specified in paragraphs 4 & 5 of the said
 order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that :-
 
 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 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 comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 e) 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;
 
 f) In our opinion, and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 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 31st March, 2011;
 
 (ii) in the case of the Profit & Loss Account of the Profit 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.
 
 Annexure to the Auditors1 Report
 Re: J.K. CEMENT LIMITED (Referred to in Paragraph (3) of our report of
 even date)
 
 (i) In respect of its Fixed Assets :
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets other than
 furniture and fixtures and office equipments.
 
 (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) In our opinion and according to the information and explanations
 given to us, the Company has not made any substantial disposal of fixed
 assets during the year.
 
 (ii) In respect of its Inventories :
 
 (a) As explained to us, inventories have been physically verified
 during the year by the management at reasonable intervals.
 
 (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 are 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 has maintained proper records of its
 inventories and discrepancies noticed on verification between physical
 stocks and the book records were not material.
 
 (iii) In respect of loans, secured or unsecured, granted or taken by
 the Company to or from Companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act 1956,
 according to the information and explanations given to us :
 
 (a) The Company has/had granted interest free unsecured loans to four
 Companies. The maximum amount involved duringtheyear was Rs. 2307.25 Lacs
 and the year-end balance of such loan granted was Rs. 1885.79 Lacs.
 
 (b) The above loans are interest free and other terms and conditions on
 which loans have been granted to such parties are not prima facie
 prejudicial to the interest of the Company.
 
 (c) No terms and conditions for repayment of the loan are stipulated.
 
 (d) There is no overdue amount of such loans.
 
 (e) The Company has not taken any Loan from Companies, firms or other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956.  As the Company has not taken any Loans, Secured
 or Unsecured, from parties listed in the register maintained under
 section 301 of the Companies Act, 1956, the provisions of clause
 4(iii)(f) and (g) of the Companies (Auditors Report) Order, 2003 are
 not applicable to the Company.
 
 (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 inventory, fixed assets and with
 regard to 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 of the Company.
 
 (v) In respect of transactions entered in the register maintained in
 pursuance of Section 301 of the Companies Act, 1956 :
 
 (a) According to the information and explanations given to us, we are
 of the opinion that the particulars of all contracts or arrangements
 that need to be entered into the register maintained under section 301
 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of Rs. 5 Lacs in respect
 of any party during the year have been made at prices which are
 reasonable having regard to prevailing market price at the relevant
 time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits within the
 provisions of sections 58A and 58AA and other relevant provisions of
 the Companies Act, 1956,therefore, the provisions of clause 4(vi) of
 the Companies (Auditors Report) Order, 2003, are not applicable to the
 Company.
 
 (vii) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) 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 (l)(d) of the Companies
 Act,1956 and we are of the opinion that prima-facie the prescribed
 accounts and records have been maintained.
 
 (ix) According to the information and explanations given to us, in
 respect of statutory and other dues:
 
 (a) The Company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education 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.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, sales tax .wealth
 tax, service tax, custom, excise duty were in arrear as at 31st March,
 2011 for a period more than six months from the date they became
 payable.
 
 (c) According to the records of the company, income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty and cess which have
 not been deposited on account of any dispute, are as follows
 
 Name of the Statute  Nature of 
                      the dues      Amount   Period to 
                                              which       Forum where 
                                                           dispute
                                     Rs. Lacs   amount 
                                              relates     is pending
 
 Income Tax Act      Income Tax     1679.70   2008-09   CIT Appeal, 
                                                        Kanpur
 
 Finance Act 2008 
 (State)             Environment & 
                     Health Cess     740.25   2008-09   Court of 
                                                        Rajasthan High
                                                        CourtJodhpur
 
 State Sales Tax Act Sales Tax      2018.71   1991-92   
                                              onwards   Various Courts 
                                                        in U.P. Rajasthan
 
 Central Sales 
 Tax Act             Sales Tax      3892.28   1999 
                                              onwards   Appeal with 
                                                        D.C.S.T
 
 Rajasthan Entry Tax Entry Tax      3503.63  July, 2006 
                                               onwards  Appeal with 
                                                        Jodhpur
                                                        High Court
 
 U.P. Entry Tax      Entry Tax       737.35  Nov.2007 
                                              onwards   Appeal with
                                                        Allahabad High 
                                                        Court
 
 Central Excise 
 Act,1944            Excise duty 
                     Including       419.02    1989     Supreme Court
                     Interest thereon
 
 Custom Duty         Custom Duty     176.28   2009-10  Appeal with CEGAT
 
 Finance Act, 1994   Service Tax    1085.42   June, 
                                              2007 to   Central Excise 
                                                        Dept.
                                             March, 2008
 
 Central Excise 
 Act, 1944           Excise duty    1229.67  2007-08 to 
                                             2009-10     Central Excise
                                                         Dept.
 
 Service Tax         Service Tax 
                      on GTA         228.89  2009-10     Central Excise
                                                         Dept
 
 (x) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 (xi) In ouropinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 bank.
 
 (xii) As explained to us, the Company has not granted any loans or
 advances on the basis of security by way of pledge of shares,
 debentures or any 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 (Auditors Report) Order, 2003, are not applicable to the
 Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Therefore, the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
 2003, 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 any guarantee for loans taken by
 others from Banks or Financial Institution. Accordingly, paragraph
 4(xv) of the Order is not applicable.
 
 (xvi) In our opinion, the term loan have been applied for the purpose
 for which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we are of
 the opinion that there are no funds raised on short term basis that
 have been used for long-term investment.
 
 (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 during the year.
 
 (xix) According to information and explanations given to us, during the
 year covered by our audit, the company had issued 4000 debentures of Z
 10 Lac each. The company has created security in respect of 2500
 debentures issued till 31-03-2011 and security in respect of 1500
 debentures has been created subsequently.
 
 (xx) The Company has not raised any money by public issue during the
 year.
 
 (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 P.L. TANDON & CO.,
 
                                                CHARTERED ACCOUNTANTS
 
                                             Registration No. 000186C 
 Place ; Kanpur.
 
 Date : 28th May2011
 
                                                        (A.K. AGARWAL)
 
                                                              PARTNER
 
                                                  Membership No.71548