1.  We have audited the attached Balance Sheet of RAIN COMMODITIES
 LIMITED (the Company) as at December 31, 2010, the Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date, both 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the 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 (CARO)
 issued by the Central Government 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 in paragraph 3
 above, we report as follows:
 
 (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 it appears from our examination of
 those books;
 
 (c) the Balance Sheet, the Profit and 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 and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (e) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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 December 31, 2010;
 
 (ii) in the case of the Profit and Loss Account, of the loss of the
 Company for the year ended on that date and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 5. On the basis of the written representations received from the
 Directors as on December 31, 2010 taken on record by the Board of
 Directors, we report that, none of the Directors is disqualified as on
 December 31, 2010 from being appointed as a director in terms of
 Section 274(1)(g) of the Companies Act, 1956.
 
 ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of our report
 of even date)
 
 Having regard to the nature of the Companys business / activities /
 result, clauses 4(vi), (x), (xii), (xiii), (xiv), (xviii), (xix) and
 (xx) of CARO are not applicable to the Company.
 
 (i) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals.  According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 (c) During the year, a substantial part of fixed assets of the Company
 was transferred pursuant to a Scheme of Arrangement (as detailed in
 Note III of Schedule U to the financial statements) to its wholly owned
 subsidiary. However such disposal has, in our opinion, not affected the
 going concern status of the Company.
 
 (ii) In respect of its inventory:
 
 (a) As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the Management were 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 no material discrepancies were noticed on physical
 verification.
 
 (iii) In respect of loans, secured or unsecured, granted by the Company
 to companies, firms or other parties listed in the Register under
 Section 301 of the Companies Act, 1956, according to the information
 and explanations given to us:
 
 (a) The Company has granted unsecured loans aggregating Rs.2,670,396
 thousands to its two wholly owned subsidiaries during the year. At the
 year-end, the outstanding balances of such loans aggregated Rs.
 2,642,400 thousands and the maximum amount involved during the year was
 Rs. 2,642,400 thousands.
 
 (b) Having regard to the Scheme of Arrangement (as detailed in note III
 of Schedule U to the financial statements), the rate of interest and
 other terms and conditions of such loans are, in our opinion, prima
 facie not prejudicial to the interests of the Company.
 
 (c) The receipt of principal amounts and interest have been as per
 stipulations and there are no overdue amounts.
 
 According to the information and explanations given to us, the Company
 has not taken any loan, secured or unsecured, from companies, firms or
 other parties listed in the register maintained under Section 301 of
 the Companies Act, 1956 and accordingly clauses 4 (iii)(f) and
 4(iii)(g) of CARO are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature for which suitable alternate sources do
 not exist for obtaining comparable quotations, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business with regard to purchases of inventory and
 fixed assets and for the sale of goods.  During the course of our
 audit, we have not observed any major weakness in such internal control
 system.
 
 (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 belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs.5 lakhs (other
 than loans mentioned in para
 
 (iii) above) in respect of any party, having regard our comments in
 paragraph (iv) above, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time.
 
 (vi) In our opinion, the internal audit functions carried out during
 the year by a firm of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 (vii) 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 Section 209(1) (d) of the Companies
 Act, 1956 in respect of production of cement and are of the opinion
 that prima facie the prescribed accounts and records have been made and
 maintained. We have, however, not made a detailed examination of the
 records with a view to determining whether they are accurate or
 complete.
 
 (viii)According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 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
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of income-tax,
 service tax, sales tax, wealth tax, custom duty, excise duty, cess and
 other material statutory dues in arrears as at December 31, 2010 for a
 period of more than six months from the date they became payable.
 
 (c) There are no dues of income-tax, sales tax, wealth tax, service
 tax, customs duty, excise duty and cess which have not been deposited
 as on December 31, 2010 on account of disputes.
 
 (ix) In our opinion and according to the information and explanations
 given to us, having regard to the rollover of buyers credits by the
 banks, the Company has not defaulted in the repayment of dues to banks.
 
 (x) In our opinion and according to the information and explanations
 given to us, the terms and conditions of guarantees given by the
 Company for loans taken by its subsidiaries from banks are not prima
 facie prejudicial to the interests of the Company.
 
 (xi) In our opinion and according to the information and explanations
 given to us, term loans have been applied for the purposes for which
 they were obtained.
 
 (xii) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xiii)To the best of our knowledge and according to the information and
 explanations given to us, no fraud on or by the Company has been
 noticed or reported during the year.
 
 For Deloitte Haskins & Sells
 
 Chartered Accountants
 
 Registration No. 008072S
 
 Sd/-
 
 K. Rajasekhar
 Partner
 Membership No.: 23341
 
 Hyderabad, February 25, 2011