2. Management's Responsibility for the Financial Statements-Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in india. This responsibility includes the design, implementation and maintenance of internal control 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.

3. Auditors Responsibility-Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and 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 control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

6. Opinion- In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31sl March, 2014; (b) in the case of the statement of Profit and Loss, of the Profit for the year ended on that date;

7. Report on Other Legal and Regulatory Requirements- As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order

8. As required by section 227(3) of the Act, we report that: (a) 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.

(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 those books.

(c) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and the Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31sl March, 2014 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

ANNEXURE TO AUDIT REPORT

Referred to paragraph 3 of the Auditor's Report of even date to the members of Associated Marmo and Granites Limited on the financial statements for the year ended 31st March 2014-

1. (a) The company has generally maintained proper record showing particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets were physically verified by the management at reasonable intervals, which, in our opinion, is reasonable looking to the size of the company and the nature of its business. According to the information and explanation given to us any discrepancies noticed on physical verification have been adjusted in the books of account.

(c) The company has not disposed off any substantial part its fixed assets so as to affect its going concern.

2. (a) As explained to us, inventories have been physically verified by the management during the year under reference.

(b) The procedures explained to us, which are followed by the management are in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business

(c ) On the basis of our examination of the inventory records of the Company we are of the opinion, that the Company is maintaining proper records of its inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of accounts.

3. (a) The company has not granted loan to the director of the company and their relative. Therefore clause 3(b), 3(c) and 3(d) are not applicable.

(b)The company has taken loan unsecured from Companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The number of parties covered are two in number and the total amount involved is 1.25,10,000/-.

(c ) According to the information and explanation given to us, we are of the opinion that the rate of interest and other terms and conditions on which loans have been taken from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(b) Only demand loan is taken from the said party, hence regular repayment of principal and interest is not relevant.

4. In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and nature of its business. During the course of our previous assessment, no major weakness in internal control had come to our notice.

5. (a) On the basis of audit procedure performed by us, and according to the information, explanation and representation given to us. we are of the opinion, the transactions that need to be entered in the register maintained under section 301 of the said act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transaction with the aforesaid parties stated in clause 5(a) with whom transaction exceeding value of Rs.Five Lac in respect of each party, have been entered into, during the financial year are at prices which are reasonable having regards to the prevailing market price at the relevant time.

6. The Company has not accepted any deposit from public within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

7. In our opinion the Co. has an internal audit system commensurate with the size of the company and the nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. There are no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty which were outstanding, at the year end for a period more than six month from the date they become payable.

10. The Company has accumulated losses at the end of the financial year.

11. On the basis of record examined by us and the information and explanation given to us, the company has taken loans from Financial Institution and Bank.

12. As explained to us, the Company has not granted any loans advances on the basis of securities by way of pledge of shares, debentures or any other securities.

13. The Company is not a chit/nidhi/mutual fund/society and Clause (xiii) of the order is not applicable.

14. The Company not dealing or trading in shares, securities or debentures and other investments. In our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to dealing/ trading in shares and other investments and timely entries have been made therein. The shares and other investments have been held by the Co. in its own name.

15. According to the information and explanation given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16. The Company has neither taken term loan nor short term loan. Hence clause (xvi) not applicable.

17. The Company has not raised any funds on .short-term basis that have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures therefore Clause (xix) of the order is not applicable.

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

21. According to the information and explanation given to us and to the best of our knowledge and belief no fraud on or by the Company has been noticed or reported by the Company during the year.

                                          For KUNAWAT & ASSOCIATES.  
Place: Pasoond (Raj.)                     Chartered Accountants
Date: 30lh May, 2014                      (C.A. NIRMAL KUNAWAT)