Shri Keshav Cements And Infra Ltd.

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 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 [Auditor's Report] Order, 2003 as amended by the Companies (Auditor's Report)(Amendment) Order, 2004(the 'Order'), issued by Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act; 1956, we annex hereto 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 that

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit

ii) 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.

iii) The Balance sheet; Profit and Loss Account and cash flow statements dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance sheet; Profit and Loss Account and 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; save the compliance with accounting standards 28 on impairment of assets.

v) On the basis of the written representation received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors of the company are disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon subject to notes No ( r) on 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:

a) in the case of Balance Sheet of the state of affairs of the Company as at 31st March 2012,

b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c) In the case of cash flow statement, of cash flows for the year ended on that date.

STATEMENT ON THE COMPANIES [AUDITOR'S REPORT] ORDER, 2003

ANNEXURE TO THE AUDITORS1 REPORT

Shri. Keshav Cements and Infra Limited

[formally known as Katwa Udyog Limited]

Belgaum.

Referred to in paragraph 3 of our report of even date:

In respect of Fixed Assets:

i. a. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The Company has physically verified all the assets during the year in accordance with programmed of verification, which in our opinion provides for physical verification of the Fixed Assets at reasonable intervals. According to the information and explanations given to us 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 assets during the year and therefore the going concern concept is not affected

d. In our opinion and according to the information and explanation given to us, during the year Company has purchased additional machinery and spares for Plant-II for an amount of Rs. 3,77,90,187/- including capitalization of electricity and Company has also spent for an amount of Rs. 1,83,867/- towards Factory Building (Plant-II).

In respect of Inventories:

ii, a. As explained to us the management during the year physically verified the inventories. In our

opinion, the frequency of verification is reasonable.

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 in 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 a. As informed, the company has not granted loans, secured and unsecured to Companies, Firms or Other parties, covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, sub-clause (b)(c) and (d) are not applicable.

b. The Company has taken unsecured loans from directors covered in the register maintained under section 301 of the Companies Act, 1956. The number of parties are 5 and year end balance of such loan taken was Rs. 7,73,43,608/-

c. In our opinion, the rate of interest and other terms and conditions under section 301 of the Companies Act; 1956 are prima facie, not prejudicial to the interest of the Company.

d The Company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest. -

e. The Company has not given loans and advances in the nature of loans to employees.

iv. 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 with regards to purchase 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.

v. a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of 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 such contracts or arrangement have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to information and explanations given to us, the company has accepted public deposits, and it has complied with the provisions of section 58A,58AA of the Companies Act, 1956 and the Companies ( Acceptance of the Deposit) Rules, 1975 with regard to the deposit accepted from public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other tribunal

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business, but it needs to be strengthened

viii. It is reported by the management that the Company has appointed qualified Cost Auditor and has maintained cost records as required u.s. 209(1) (d) of the Companies Act 1956. The Cost Auditor has issued a certificate stating that the Company has complied with the requirements as required u.s. 209(1) (d) of the Companies Act 1956.

ix. According to the records of the company, Provident Fund Investors Education and Protection Fund Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess, Fringe Benefit Tax and other material statutory dues applicable to it have been generally regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at March 31,2012 for a period of more than six months form the date on which they became payable.

x. According to the information and explanations given to us, there are no dues of Income Tax, Service Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Tax, and Cess Fringe Benefit Tax, which have not been deposited on account of any dispute.

xi. The company does not have accumulated losses at the end of the financial year and had not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xii. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xiii. Based on our examination of the records and the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiv. 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 order are not applicable to the Company.

xv. In our opinion, as per the information and explanations given to us the company has not given any guarantee for the loans taken by others.

xvi. In our opinion, the term loans have been applied for the purpose which they were raised.

xvii. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an over all basis, funds raised on short term basis have prima facie, not been used during the year for a long term investment (fixed assets etc) other than temporary deployment pending application. .

xviii. According to the information and explanations given to us, the company has not made any preferential allotments of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix. According to the information and explanations given to us, during the period covered by our audit report the company has not issued any debentures.

xx. The Company has not raised any money by public issue during the year.

xxi. According to the information and explanation given to us, no fraud on or by the company has been noticed during the course of our audit

Place : Belgaum C.A. Prabhakar K. Latkan

Date: 14/08/2012 Chartered Accountant

M.No. 200/21730 1083, Anantshayan Galli Belgaum 590 002