We have audited the attached Balance Sheet of Marathwada Refractories
 Limited as at 31st March,2011 and also the annexed Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date annexed there to. 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 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 examine
 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 statements presentation. We believe
 that our audit provides a reasonable basis for our opinion.
 
 1. As required by the Statement on the Companies(Auditor''s Report)
 Order,2003 issued by the Government of India in terms of sub
 section(4A) of section 227 of the Companies Act,1956, on the basis of
 such checks as considered appropriate and accounting to the information
 and explanation given to us during the course of the audit we give in
 the Annexure here to a statement on the matters specified in paragraph
 4 and 5 of the order.
 
 2.Further to our comments in the annexure referred to in paragraph 1
 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 purpose of the
 audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by the report are in agreement with the books of accounts;
 
 d) in our opinion, the Balance Sheet and Profit and Loss Account dealt
 with by this report comply with the Accounting Standards referred to in
 sub-section(3C) of section 211 of the Companies Act,1956, to the extent
 applicable;
 
 e) On the basis of our review of the confirmations received from the
 companies in which the directors of the company are directors and the
 information and explanations given to us, none of the directors of the
 company are disqualified under section March,2011; 274(1)(g) of the
 Companies Act 1956, from being appointed as Directorate of affaires of
 the Company as at 31st
 
 f) In our opinion, and to the best of our information and according to
 the explanations given to us, the said financial statements give the
 information required by the Companies Act, 1956 in a 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 and Loss Account, of the Profit of 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 AUDITORS'' REPORT
 
 i) The nature of the Company''s Business during the year is such that
 clause (ii),(viii),(x),(xi),(xii),(xv),(xvi),(xvii),(xviii),(xix)
 and(xx) of CARO are not applicable.
 
 ii) In respect of fixed assets:
 
 (a) The company has maintained proper records showing full particulars,
 including quantitative details and situation or fixed assets.
 
 (b) The fixed assets have been physically verified by the management at
 reasonable intervals and no material discrepancies were noticed on such
 verification.
 
 (c) The fixed assets not utilized in business activity have been
 disposed off during the year.
 
 iii) According to the information and explanations given to us, the
 Company has not granted any loans, secured or unsecured to any
 companies, firms or parties covered in the Register maintained under
 Section 301 of the Companies Act, 1956.
 
 iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control procedure,
 commensurate with the size of the Company and the nature of its
 business, for the sale of fixed assets
 
 v) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act,1956, to
 the best of our knowledge and according to the information and
 explanation given to us.
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered into the Register maintained under the
 said Section have been so entered.
 
 (b) As explained to us, each of these transactions has been made at
 prices which are reasonable having regard to the prevailing market
 price at there relevant time.
 
 vi) According to the information and explanations given to us,the
 Company has not accepted any deposits covered under the provisions of
 Section 58A and 58AA of the Companies Act,1956 and rules framed there
 under.
 
 vii) In our opinion the company has an adequate internal audit system
 commensurate with the size and nature of its business.
 
 ix) The Company is regular in depositing undisputed statutory dues
 including Provident fund, Employees State Insurance Income Tax, Sales
 Tax, Cess and any other statutory dues with appropriate authorities
 insurance,
 
 xiv) The company is holding shares and securites as investments.
 Proper records have been maintained of the transactions and contracts
 and timely entries have been made therein. the company in its own name
 has held the shares and other securities.
 
 xxi) During the year the company has no notice or no reported case of
 any fraud on or by the company.
 
 For Khandelwal Jain & Co.
 
 Chartered Accountants
 
 sd/-
 
 (G.M. Bothara)
 
 Partner
 
 Membership No. 16119
 
 Firm Registration No.: 105049W
 
 Place: Aurangabad 
 
 Date : 10th May 2011