ULTRATECH CEMENT Auditors Report

Independent Auditors'''' Report

To the Members of UltraTech Cement Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of UltraTech Cement Limited ("the Company”), which comprise the Balance Sheet as at 31 March 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as "Standalone Ind AS financial statements”).

Management''''s Responsibility for the Standalone Ind AS Financial Statements

The Company''''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and the estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'''' Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditor''''s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''''s preparation of the Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''''s Directors, as well as evaluating the overall presentation of the Standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31 March 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matters

We draw attention to Note 32(b) of the Standalone Ind AS financial statements which describes the following matters:

a) In terms of order dated 31 August 2016, the Competition Commission of India (''''CCI'''') has imposed penalty of Rs. 1,175.49 crore for alleged contravention of the provisions of the Competition Act, 2002 by the Company. The Company had filed an appeal against CCI Order before the Competition Appellate Tribunal (''''COMPAT''''). COMPAT has granted stay on the CCI Order on the condition that the Company deposits 10% of the penalty amounting to Rs. 117.56 crore which has since been deposited. Based on a legal opinion and considering the uncertainty relating to the outcome of this matter, no provision has been made.

b) In terms of order dated 19 January 2017, the CCI has imposed penalty of Rs. 68.30 crore pursuant to a reference filed by the Government of Haryana for alleged contravention of the provisions of the Competition Act, 2002 in August 2012 by the Company. The Company has filed an appeal before COMPAT and received the stay order dated 10 April 2017. The Company believes it has a good case and considering the uncertainty relating to the outcome of this matter, no provision has been made.

Our opinion is not modified in respect of the above matters.

Other Matter

The comparative financial information of the Company for the year ended 31 March 2016 and the transition date opening Balance Sheet as at 1 April 2015 included in these Standalone Ind AS financial statements, are based on the previously issued statutory Standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by B S R & Co. LLP., Chartered Accountants (one of the joint auditors) and G. P. Kapadia & Co., Chartered Accountants (predecessor joint auditor) for the year ended 31 March 201 6 and G. P. Kapadia & Co., Chartered Accountants and Deloitte Haskins & Sells LLP, Chartered Accountants (predecessor joint auditors) for the year ended 31 March 2015, whose reports dated 25 April 2016 and 25 April 2015, respectively, expressed an unmodified opinion on those Standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''''s Report) Order, 2016 ("the Order”), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and 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 Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B”; and

(g) With respect to the other matters to be included in the Auditors'''' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on the financial position in its Standalone Ind AS financial statements - Refer Note 32 (a) to the Standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on derivative contracts. The Company did not have any other long-term contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. The Company has provided requisite disclosures in the Standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management- Refer Note 53 to the Standalone Ind AS financial statements.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified by the Management during the year. In our opinion, and 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 and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except for the following which are not held in the name of the Company:

(Rs. in Crore)

Particulars	Leasehold Land	Freehold Land	Buildings
Gross block as at 31 March 2017	84.74	679.92	28.77
Net block as at 31 March 2017	76.71	679.92	25.60
Total number of cases	388	2,072	30

ii. The inventory, except for goods-in-transit and stocks lying with third parties, has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained and in respect of goods-in-transit, subsequent goods receipts have been verified or confirmations have been obtained from the parties. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to the loans given, investments made, guarantees given and security provided.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year in terms of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

vi. We have broadly reviewed the books of account maintained by the Company as specified under Section 148(1) of the Act, for maintenance of cost records in respect of products manufactured by the Company, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees'''' State Insurance, Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'''' State Insurance, Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, details of dues of Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of Excise and Value added tax which have not been deposited as on 31 March 2017 on account of disputes are given below:

Name of the Statute	Nature of the Dues	Forum where dispute is pending	Period to which amount relates (Assessment Year)	Amount* (Rs. in Crore)
Sales Tax / Value Added Tax (VAT)	Sales Tax, VAT, Interest and Penalty	Supreme Court	2000 to 2006	177.93
		High Court	1988 to 2017	17.87
		Tribunal(s)	1985 to 2017	160.42
		Appellate Authorities	1992 to 2016	53.51
		Assessing Officers	1997 to 2014	3.57
Customs Act, 1962	Custom Duty, Interest and Penalty	High Court	2002 to 2006	44.67
		Tribunal(s)	2000 to 2014	185.19
		Appellate Authorities	2003 to 2015	0.10

Name of the Statute	Nature of the Dues	Forum where dispute is	Period to which	Amount*
		pending	amount relates (Assessment Year)	(Rs. in Crore)
Central Excise Act, 1944	Excise Duty, Interest	Supreme Court	1994 to 2011	60.03
	and Penalty	High Court	1998 to 2008	31.74
		Tribunal(s)	1994 to 2016	844.31
		Appellate Authorities	2003 to 2016	67.36
Finance Act, 1994	Service Tax, Interest	Supreme Court	2004 to 2008	19.18
	and Penalty	High Court	2005 to 2010	15.86
		Tribunal(s)	2003 to 2017	192.87
		Appellate Authorities	2004 to 2017	36.69
Income Tax Act, 1961	Income Tax, Interest	High Court	2001 to 2006	1.25
	and Penalty	Appellate Authorities	2008 to 2015	396.66

* net of amounts paid under protest.

viii. According to the information and explanations given to us, and based on the records of the Company, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks, government and dues to debenture holders.

ix. According to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained. The Company did not raise money by way of initial public offer or further public offer (including debt instruments) during the year.

x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

xvi. According to the information and explanations given to us, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of UltraTech Cement Limited ("the Company”) as at 31 March 2017 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management''''s Responsibility for Internal Financial Controls

The Company''''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the company''''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'''' Responsibility

Our responsibility is to express an opinion on the Company''''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''''s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''''s internal financial control over financial reporting includes those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For B S R & Co. LLP For Khimji Kunverji & Co.

Chartered Accountants Chartered Accountants

Firm''''s Registration No: 101248W/W-100022 Firm''''s Registration No: 105146W

Vijay Mathur Ketan Vikamsey

Partner Partner

Membership No: 046476 Membership No: 044000

Mumbai Mumbai

24 April 2017 24 April 2017

We have audited the accompanying standalone financial statements of
UltraTech Cement Limited, ("the Company"), which comprise the Balance
Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.

Management''''s Responsibility for the Standalone Financial Statements

The Company''''s Board of Directors is responsible for the matters stated
in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these standalone financial
statements to give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities, selection and application of appropriate accounting
policies, making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

Auditor''''s Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''''s preparation of the financial statements that give a
true and fair view, in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March 2016, and its profit and its cash flows for the year ended
on that date.

Other Matter

The standalone financial statements of the Company for the year ended
31 March 2015, were audited jointly by Deloitte Haskins & Sells LLP and
G. P. Kapadia & Co. who expressed an unmodified opinion on those
standalone financial statements on 25 April 2015.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''''s Report) Order, 2016 ("the
Order"), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the "Annexure
A", a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and 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 Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the
directors as on 31 March 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2016
from being appointed as a director in terms of Section 164 (2) of the
Act.

(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in "Annexure B" and

(g) With respect to the other matters to be included in the Auditor''''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its standalone financial statements ? Refer Note
30(a) to the financial statements.

ii. The Company did not have any long-term contracts including
derivative contracts as at 31 March 2016 for which there were any
material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

Annexure A to Independent Auditors'''' Report - 31 March 2016

(Referred to in our report of even date)

i. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) The Company has a regular program of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. Pursuant to the program, certain
fixed assets were physically verified by the Management during the
year. In our opinion, and according to information and explanations
given to us, no material discrepancies were noticed on such
verification.

(c) In our opinion and according to information and explanations given
to us and on the basis of our examination of the records of the
Company, the title deeds of immovable properties are held in the name
of the Company except for the following which are not held in the name
of the Company:

Rs. in Crores

Particulars Leasehold Land Freehold Land Buildings

Gross block
as at 31
March 2016 233.36 1,002.01 45.44

Net block as
at 31
March 2016 203.13 1,002.01 21.95

ii. The inventory, except for goods-in-transit and stocks lying with
third parties, have been physically verified by the management at
reasonable intervals during the year. In our opinion, the frequency of
such verification is reasonable. For stocks lying with third parties at
the year-end, written confirmations have been obtained and in respect
of goods-in-transit, subsequent goods receipt have been verified or
confirmations have been obtained from those parties. The discrepancies
noticed on verification between the physical stocks and the book
records were not material.

iii. In our opinion and according to information and explanations given
to us, the Company has not granted any loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Act.
Accordingly, paragraph 3(iii) of the Order is not applicable to the
Company.

iv. In our opinion and according to information and explanations given
to us, the Company has complied with provisions of section 185 and 186
of the Act in respect of loans, investments, guarantees and security.

v. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit from the public
during the year in terms of the provisions of Sections 73 to 76 or any
other relevant provisions of the Act and the rules framed there under.
Accordingly, paragraph 3(v) of the Order is not applicable to the
Company.

vi. We have broadly reviewed the books of account maintained by the
Company as specified under section 148(1) of the Act, for maintenance
of cost records in respect of products manufactured by the Company, and
are of the opinion that prima facie, the prescribed accounts and
records have been made and maintained. However, we have not made a
detailed examination of cost records with a view to determine whether
they are accurate or complete.

vii. (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Employees'''' State Insurance,
Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of Excise,
Value added tax, Cess and any other material statutory dues have been
regularly deposited during the year by the Company with the appropriate
authorities.

According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees''''
State Insurance, Income-tax, Sales-tax, Service tax, Duty of Customs,
Duty of Excise, Value added tax, Cess and any other material statutory
dues were in arrears as at 31 March 2016 for a period of more than six
months from the date they became payable.

(b) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, details of
dues of Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of
Excise and Value added tax which has not been deposited as on 31 March
2016 on account of disputes are given below:

Name of the Statute Nature of the Dues Forum Where Dispute is
Pending

Sales Tax/ Value
Added Tax Sales Tax, Interest and Supreme Court
Penalty High Court

Tribunal(s)

Appellate Authorities

Customs Act, 1962 Custom Duty, Interest High Court
and Penalty Tribunal(s

Appellate Authorities
Central Excise
Act, 1944 Excise Duty, Interest
and Supreme Court
Penalty High Court

Tribunal(s)
Appellate Authorities
Finance Act, 1994 Service Tax,
Interest and Supreme Court
Penalty
High Court

Tribunal(s)
Appellate Authorities
Income Tax Act, 1961 Income Tax,
Interest and High Court
Penalty Appellate Authorities


Name of the statute Period to which
amount relates Amount
(Assessment Year) (Rs. in Crores)

Sales Tax/Value 2000 to 2006 163.21
Added Tax

1988 to 2014 16.68

1985 to 2016 63.80

1992 to 2016 149.02

Customs Act,1962 2002-2005 41.36

2000-2013 142.23

2003-2015 0.11

Central Excise 1999-2011 41.99
Act,1944
1998-2011 38.09

1995-2016 434.64

1996-2016 236.92


Finance Act,1994 2004-2008 18.36

2005-2010 3.72

2003-2016 205.70

2004-2016 21.24

Income Tax Act,1961 2001-2006 1.20

2009-2015 354.29

viii. According to the information and explanations given to us, and
based on the records of the Company, the Company has not defaulted in
the repayment of loans or borrowings to financial institutions, banks,
government and debenture holders.

ix. According to the information and explanations given to us, the term
loans have been applied by the Company during the year for the purposes
for which they were obtained other than temporary deployment pending
application. The Company did not raise money by way of initial public
offer or further public offer (including debt instruments) during the
year.

x. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company has been noticed or reported during the year nor have we been
informed of such case by the management.

xi. According to the information and explanations given to us,
managerial remuneration has been paid or provided in accordance with
the requisite approvals mandated by the provisions of section 197 read
with Schedule V to the Act.

xii. According to the information and explanations given to us, the
Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the
Order is not applicable to the Company.

xiii. According to the information and explanations given to us, all
transactions with the related parties are in compliance with section
177 and 188 of Act, and where applicable the details have been
disclosed in the Financial Statements as required by the applicable
accounting standards.

xiv. According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based
on our examination of the records of the Company, the Company has not
entered into non-cash transactions with directors or persons connected
with him.

xvi. According to information and explanations given to us, the Company
is not required to be registered under section 45 IA of the Reserve
Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is
not applicable to the Company.



For B S R & Co. LLP For G.P. Kapadia & Co.

Chartered Accountants Chartered Accountants

Firm''''s Registration
No: 101248W/W-100022 Firm''''s Registration No: 104768W

Vikas R Kasat Atul B. Desai

Partner Partner

Membership No: 105317 Membership No: 30850



Mumbai Mumbai

25 April 2016 25 April 2016

We have audited the accompanying Standalone financial statements of
ULTRATECH CEMENT LIMITED ("the Company"), which comprise the Balance
Sheet as atMarch 31,2015, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information, in
which are incorporated the Returns for the year ended on that date
audited by the branch auditors of the Company''s branches at Jafrabad,
Magdalla and Ratnagiri.

Management''s Responsibility forthe Standalone Financial Statements

The Company''s Board of Directorsis responsible for the matters stated
in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under section143 (10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair viewin order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in lndia,of the state of affairs of the Company as
at March 31, 2015, and its profit and its cash flows for the year ended
on that date.

Emphasis of Matter

We draw attention to Note 30 (b) to the standalone financial statements
which describes the uncertainty related to the penalty of Rs. 1,175.49
Crores imposed by the Competition Commission of India for alleged
cartelisation by certain cement manufacturing companies including the
Company, for which, based on a legal opinion, no provision has been
made. Our opinion is not modified in respect ofthis matter.

Other Matter

We did not audit the financial statements of three branches included in
the standalone financial statements of the Company whose financial
statements reflect total assets of Rs. 51.11 Crores as at March 31,2015
and total revenues of Rs. (118.12) Crores for the year ended on that
date, as considered in the standalone financial statements. The
financial statements of these branches have been audited by the branch
auditors whose reports have been furnished to us, and our opinion in so
far as it relates to the amounts and disclosures included in respect of
these branches, is based solely on the report ofsuch branch auditors.
Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order"), issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, 2013, we give in
the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

2 As required by Section 143 (3) of the Act, we report that:

(a) We have sought and 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 purposes of our audit
have been received from the branches not visited by us.

(c) The reports on the accounts of the branches of the Company, at
Jafrabad, Magdalla and Ratnagiri,audited under Section 143(8) of the
Act by the branch auditors have been sent to us and have been properly
dealt with by us in preparing this report.

(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account and with the returns received from the branches not
visited by us.

(e) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the
directors as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.

(g) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Notes 30(a) and
30(b) to the financial statements;

ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date of UltraTech Cement
Limited for the year ended March 31, 2015.)

Having regard to the nature of the Company''s business/ activities/
results during the year, clause (viii) regarding accumulated losses and

cash loss incurred by the Company of paragraph 3 of the Orderis not
applicable to the Company.

(i) Inrespect of its fixed assets:

(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets;

(b) The Company has a program of verification of fixed assets to cover
all the assets in a phased manner over a period of three years which,
in our opinion, is reasonable having regard to the size of the Company
and nature of its assets. Pursuant to the program, certain fixed assets
were physically verified by the Management during the year. According
to the information and explanations given to us, no material
discrepancies were noticed on such verification.

(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. In respect of the
inventories lying with third parties, confirmations have been obtained
from those parties and in respect of goods in transit subsequent goods
receipt have been verified or confirmations have been obtained from
those parties;

(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
firms or other parties covered in the Register maintained under Section
189 of the Act.

(iv) In our opinion and according to the information and explanations
given to us, 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 the sale of goods and
services. During the course of our audit, we have not observed any
major weaknesses in such internal control system.

(v) According to the information and explanations given to us, the
Company has not accepted any deposit from the public during the year in
terms of the provisions of Sections 73 and 76 or any other relevant
provisions of the Act.

(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014,
as amended andprescribed by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, and are of the opinion
that, prima facie, the prescribed cost records have been made and
maintained. We have, however, not made a detailed examination of the
cost records with a view to determine whether they are accurate or
complete.

(vii) According to the information and explanations given to us, in
respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Employees'' State Insurance, Income-Tax,
Sales-Tax, Value Added Tax, Wealth Tax, Service Tax, Customs 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 Provident
Fund, Employees'' State Insurance, Income-tax, Sales Tax, Value Added
Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues in arrears as at March 31,2015 for a period of
more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Value Added Tax, Wealth
Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not
been deposited as on March 31,2015 on account of disputes are given
below:

Name of Statute Nature of the Dues

Sales Tax / Value Sales Tax and Interest
Added Tax Act

Central Excise Act Excise Duty, Penalty
and Interest

Service Tax Act Service Tax

Customs Act Custom Duty and
Penalty

Cess (Excluding
Education Cess)

Income Tax Income Tax and
Interest


Forum Where Dispute is Period to which the amount Amount
Pending relates (Rs. in Crores)
(Assessment Year)

Supreme Court 1999-2006 146.12

High Court 1994-2014 21.30

Tribunal(s) 1985-2014 64.50

Appellate Authorities 1997-2014 134.62

Assessing Officers 1997-2015 0.75

Supreme Court 1996-2011 38.93

High Court 1998-2011 39.50

Tribunal(s) 1994-2014 430.96

Appellate Authorities 2003-2014 189.17

Supreme Court 2004-2008 17.39

High Court 2005-2010 3.24

Tribunal(s) 2003-2013 62.56

Appellate Authorities 2004-2015 19.98

Supreme Court 2001-2002 0.37

High Court 2002-2005 38.84

Tribunal(s) 2000-2013 137.84

Appellate Authorities 2003-2007 0.08

Supreme Court 2002-2015 67.45

High Court 2005-2013 3.97

Assessing Officers 2001-02 2.15
2011-12

High Court 2001-2006 1.14

Appellate Authorities 2005-2015 4.27

Assessing Officers 2009-2015 0.20

(d) The company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made
thereunder within time.

(viii) In our opinion and according to the information and explanations
given to us, and based on the records of the Company, the Company has
not defaulted in the repayment of dues to financial institutions, banks
and debenture holders.

(ix) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by subsidiaries and others from banks or
financial institutions are not, prima facie, prejudicial to the
interest of the Company.

(x) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained, other than
temporary deployment pending application.

(xi) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year nor have we
been informed of such case by the management.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm''s Registration No. 117366W/W-100018)
Saira Nainar
Partner
Membership No. 40081
Mumbai, April 25, 2015

For G. P KAPADIA & Co.
Chartered Accountants
(Firm''s Registration No. 104768W)
Atul B. Desai
Partner
Membership No. 30850