UltraTech Cement

1.  We have audited the attached Balance Sheet of UltraTech Cement
 Limited as at March 31, 2009, 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 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and 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 give 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:
 
 (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 and proper returns adequate for the purpose of our audit
 have been received from the branches not visited by us;
 
 (c) the reports of the auditors of the branches have been submitted to
 us and the same have been considered by us in preparing this report;
 
 (d) 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 and with the audited returns received from the branches;
 
 (e) 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;
 
 (f) 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 March 31, 2009;
 
 (ii) in the case of the Profit and Loss Account, of the profit 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 from the directors as on
 March 31, 2009 taken on record by the Board of Directors, we report
 that none of the directors is disqualified as on March 31, 2009 from
 being appointed as a director under Section 274(1)(g) of the Companies
 Act, 1956.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) The nature of the Companys business/activities during the year was
 such that clauses (x), (xii), (xiii), (xiv), (xviii) and (xx) of CARO
 are not applicable.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) Some of the fixed assets were physically verified during the year
 by the Management in accordance with a programme of verification, which
 in our opinion provides for physical verification of all the fixed
 assets at reasonable intervals. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (iii) In respect of its inventories:
 
 (a) As explained to us, inventories were 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 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.
 
 (iv) According to the information and explanations given to us, the
 Company has not granted or taken secured or unsecured loans to/from
 companies, firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956. Accordingly clauses (iii)
 (b) to (d), (f) and (g) of CARO are not applicable.
 
 (v) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. We have not observed any major weaknesses in such internal
 control system.
 
 (vi) To the best of our knowledge and belief and according to the
 information and explanations given to us, there were no contracts or
 arrangements particulars of which needed to be entered in the Register
 maintained under Section 301 of the Companies Act, 1956.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits in terms of the
 provisions of Sections 58A and 58AA or any other relevant provisions of
 the Companies Act, 1956.
 
 (viii) In our opinion, the Company has an adequate internal audit
 system commensurate with the size and the nature of its business.
 
 (ix) We have broadly reviewed the books of account and records
 maintained by the Company relating to the manufacture of cement,
 pursuant to the order made by the Central Government for the
 maintenance of cost records under Section 209(1)(d) of the Companies
 Act, 1956 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.
 
 (x) In respect of Statutory dues:
 
 (a) According to the information and explanations given to us, the
 Company has generally been regular in depositing undisputed statutory
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income-Tax, Sales-Tax, Value Added Tax,
 Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other
 material statutory dues with the appropriate authorities during the
 year.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at March 31, 2009 for a period of more then six months
 from the date they became payable.
 
 (c) According to the information and explanations given to us, details
 of Sales Tax, Value Added Tax, Income Tax, Customs Duty, Wealth Tax,
 Service Tax, Excise Duty and Cess which have not been deposited as on
 March 31, 2009 on account of any dispute are given below:
 
 Name of statute      Nature of the dues                  Amount
                                                    (Rs. in Crores)
 
 Value Added          Value Added                          0.42
 Tax Act              Tax and penalty                      3.98
 
 Sales Tax Act        Sales Tax and                       19.31
                      interest
 
                                                           7.97
 
                                                          13.49
                                                          21.14
 
 Central Excise       Excise Duty,                         0.05
 Act                  penalty and                          1.46
                      interest                            24.30
 
                                                           6.57
                                                           8.59
 
 Service Tax Act      Service Tax                          4.77
 
                                                           1.52
                                                           5.59
 
 Customs Act          Custom Duty                          0.11
                      and penalty                          1.22
 
 Period to which      Forum where dispute
 the amount relates   is pending
 (Assessment Years)
 
 2005-06              High Court
 
 2000-04              Assessing Officers
 
 2000-06              Supreme Court
 
 1997-98,             High Court
 
 2000-01,
 
 2005-06
 
 1993-08             Tribunal (s)
 
 1985-90,            Appellate Authorities
 
 1993-08
 
 2003-04             Supreme Court
 
 2000-03             High Court
 
 1995-08             Tribunal (s)
 
 1998-08             Appellate Authorities
 
 1998-99,            Assessing Officers
 2002-03,
 2005-09
 
 2004-05,            Tribunal (s)
 
 2007-08
 
 2004-09             Appellate Authorities
 
 2004-09             Assessing Officers
 
 2001-02             Supreme Court
 
 2005-06             High Court
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 financial institutions, banks and debenture holders.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not given guarantees for loans taken by
 others from a bank or financial institution.
 
 (xiii) To the best of our knowledge and belief and according to the
 information and explanations given to us, in our opinion, term loans
 availed by the Company were, prima facie, applied by the Company during
 the year for the purposes for which the loans were obtained, other than
 temporary deployment pending application.
 
 (xiv) According to the information and explanations given to us, and on
 an overall examination of the Balance Sheet of the Company, funds
 raised on short term basis have, prima facie, not been used during the
 year for long term investment.
 
 (xv) According to the information and explanations given to us and the
 records examined by us, security/charges have been created in respect
 of the debentures issued.
 
 (xvi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
 For DELOITTE HASKINS & SELLS                    For G. P. KAPADIA & CO.
 Chartered Accountants                             Chartered Accountants
 
 B. P. Shroff                                              Atul B. Desai
 Partner                                                         Partner
 (Membership No.34382)                              (Membership No.30850)
 
 Mumbai, April 21, 2009