1) We have audited the attached Balance Sheet of RAGHOJI CEMENT
 MANUFACTURING COMPANY LTD., as at 31st March, 2010 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 audit.
 
 2) We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards generally require that we
 plan and perform the audit to obtain reasonable assurance about weather
 the financial statements are free of material misstatement. An audit
 includes examining on 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, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of section 227(4A)
 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 above, we report
 that:
 
 a) We have obtained all the information and explanations which to the
 best of our belief knowledge and 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 the
 books.
 
 c) The Balance Sheet dealt with by this report is in agreement with the
 books of account.
 
 d) In our opinion the Balance Sheet dealt with this report are in
 compliance with the mandatory accounting standards referred to in sub-
 section (3C) of section 211 of the Companys Act 1956.
 
 e) On the basis of written representations received from the Directors,
 as on 31st March, 2010 and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March,
 2010 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 Balance sheet read with the notes
 thereon give the required information subject to Note Nos. 1 to 12 to
 the Notes to and forming part of the Balance Sheet as at 31.03.2010.
 
 Subject to the our observation in (f) above, the said financial
 statement read together with other notes appearing on Schedule 12, 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.
 
 In the case of the Balance Sheet, of the state of Affairs of the
 Company as at 31st March, 2010.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in Paragraph (I) of our Report of even date to the members
 of Raghoji Cement Manufacturing Company Limited as at and for the year
 ended 31st March.  2010)
 
 i.  Fixed Assets:
 
 a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b) All assets have 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 discrepancy was noticed on verification of
 such assets.
 
 c) During the year, the company has not disposed off any of the major
 part of the fixed assets, which has an affect on the going concern
 assumption.
 
 ii.  The Company has maintained proper records of inventory.
 
 iii. The Company has not granted Unsecured Advance to a Company under
 the same Management as defined the under Section 370 (IB) of the
 Companies Act, 1956. According to the information and explanations
 furnished to us, the Company has not granted any loans, secured or
 unsecured to Companies, firms or other parties listed 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 are adequate internal control procedures
 commensurating with the size and nature of the Company and the nature
 of its business with regard to the purchase of materials, fixed assets
 and sale of goods. During the course of our audit, we have not observed
 any continuing failure to correct major weaknesses in internal control.
 
 v. According to the information and explanations given to us, the
 company has not entered into any transactions that need to be entered
 into the register in pursuance of Section 301 of the Act.
 
 vi. The Company has not accepted any deposits from the public during
 the year which required the compliance of directives issued by the
 Reserve Bank of India and the provisions of Sections 58A and 58AA of
 the Companies Act, 1956 and the rules formed there under.
 
 vii. Maintenance of cost records has been prescribed by the Central
 Government under Section 209(1) (d) of the Companies Act, 1956.
 However, since the Company has not commenced Production activities the
 prescribe Cost Records are not maintained.
 
 viii.  a) According to the records of the Company, Provident Fund and
 Employees State Insurance Schemes are inoperative as there are no
 manufacturing activities.
 
 b) According to the information and explanations given to us, there are
 no undisputed amounts payable in respect of Income-Tax, Sales Tax,
 Customs Duty, Excise Duty and Cess which were in arrears as at 31st
 March, 2010 for a period of more than six months from the date they
 became payable.
 
 c) According to the information and explanations given to us, there are
 no dues of Income-Tax, Sales Tax, Customs Duty, Excise Duty and Cess,
 which have not been deposited on account of any dispute.
 
 ix.  Company has not granted any loans or advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 x. In our opinion, the company is not a chit fund or nidhi/ mutual
 benefit fund/ society. Therefore, the provisions of the clause 4(xiii)
 of the Companies (Auditors Report) order, 2003 are not applicable to
 the company.
 
 xi.  Company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 xii. 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 the terms and conditions whereof are
 prejudicial to the interest of the company.
 
 xiii. Company has not obtained any term loans during the financial year
 2009- 2010.
 
 xiv. According to the information and explanations given to us and from
 an overview of the financial statement, we report that no fund raised
 on short term basis have been used for Long term Investments and no
 fund raised on long term basis have been used for short term
 Investments.
 
 xv. Company has not made any of the preferential allotment of shares
 during the financial year 2009-2010.
 
 xvi. Company has not issued any debentures during the financial year
 2009-2010.  The Provision of the Clauses 4(xix) of the Companies
 (Auditors Report) Order, 2003 requiring comment on the creation of
 securities in respect of debentures issue is not applicable to the
 company.
 
 xvii.  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 DHANVANT PATIL & CO
                                        Chartered Accountants,
 
 PLACE: GULBARGA                               DHANVANT PATIL
 
 DATE: 18.08.2010                                     PARTNER