| AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE | |
| To the Members of | |
| Kesoram Industries Limited | |
| We have examined the compliance of conditions of Corporate Governance by Kesoram Industries Limited, for the year ended 31st March 2010, as stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchanges in India. | |
| The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. | |
| In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. The Company has established risk assessment/ minimisation and internal control procedures which are being updated/ formalised. | |
| We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. | |
| Place : Kolkata Date : 28th April, 2010 |
For Price Waterhouse Firm Registration No. 301112E Chartered Accountants ( S. K. Deb ) Partner Membership No. 13390 |
