Auditor Report of Midland Polymers Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS Financial Statements of Midland Polymers Limited (the
“Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss
(including the statement of Other Comprehensive Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year then ended on that date and, including a summary of significant
accounting policies and other explanatory information. (hereinafter referred to as the “financial statements”).

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 Companies Act, 2013 (the “Act”) in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2024 and its financial performance including other comprehensive income, changes in equity
and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the
Companies Act, 2013. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
(‘ICAI’) together with the ethical requirements that are relevant to our audit of the financial statements under
the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

a. During the year, NCLT court has approved the resolution plan on August 18, 2023, the capital was
reduced from Rs. 13,58,74,700/- divided into 13,58,74,700 equity share of Re. 1/- to Rs. 12,36,100/-
divided into 1,23,610/- equity shares of Rs. 10/- each. Further, as on 31.12.2023 - the capital has
increased from Rs. 12,36,100/- divided into 1,23,610 Equity Shares of Rs. 10/- each to Rs.
66,87,600/- divided into 6,68,760 Equity Shares of Rs.10/-

b. During the year the company had transferred net balance amount of Rs. 1,91,75,000/- to reserve by
written back/written off the receivable/payables as per NCLT order.

Our opinion is not qualified in respect of above matters.

Information other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in the Annual Report, but does not include the financial statements and our
auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance and conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the 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 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 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 of 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; 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.

In preparing the financial statements, Management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless Management either Intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibility for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Standards on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:

? Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

? Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible
for explaining our opinion on whether the Company has adequate internal financial controls system
in place and the operating effectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

? Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

? Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

? Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
financial statements may be influenced. We consider quantitative materiality and qualitative factors

in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the standalone financial statements.

? We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

? We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

? From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (‘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 the paragraph 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 except the external confirmations

from the parties to the Company, which to the best of our knowledge and belief were necessary for
the purposes of our audit. The Management assures of the matching balances in counterparty’s
books.

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, including Other Comprehensive Income,

Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in
agreement with the relevant books of accounts.

d) In our opinion, the aforesaid financial statements comply with the Indian 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 31st March, 2024 taken

on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024
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’.

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.

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

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

h) Based on our examination which included test checks, the Company has used accounting software

for maintaining its books of accounts for the year ended 31^st March,2024 which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software except that, audit trail feature is not enabled for direct changes
to database when using certain access rights. Further, during the course of our audit we did not
come across any instance of audit trail feature being tampered with, in respect of accounting
software where the audit trail has been enabled.

As proviso to Rule 3(1) of the Companies (Accounts) Rules,2014 is applicable from 1^st April,
2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention is not applicable for
the financial year ended 31^st March, 2024.

3. The Company has not declared or paid any dividend during the year hence the compliance under
section 123 of the Companies Act, 2013 is not required.

For PUNDARIKASHYAM AND ASSOCIATES

Chartered Accountants
Firm Reg. No: 011330S

B. SURYA PRAKASA RAO

Partner

Membership No: 205125
UDIN: 24205125BKADVY7734

Place: Hyderabad
Date: 30.05.2024

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Mar 31, 2015

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of M/s Midland Polymers Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the preparation of these financial statement in terms of the requirements of the Companies Act, 2013 that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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. The Board of Directors of the Company are responsible for 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 by the Directors of the Company, as aforesaid.

Auditors'' Responsibility

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

While conducting the 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.

4. 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 misstatements.

5. 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 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, 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 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.

6. 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

7. 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 March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

9. As required by Section 143(3) of the Act, we report to the extent applicable, that:

a) We have sought and obtained all the information and explanations which is 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, Statement of Profit and Loss and 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) Rule 2014;

e) On the basis of written representations received from the directors as on March 31, 2015, and 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.

Annexure referred to in Paragraph 8 of the Auditors Report for the year ended 31st March 2015 of Midland Polymers Limited, Indore as required by the Companies (Auditors Report) Order, 2015 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate, we report that:

1. 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) According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification.

2. (a) According to the information and explanations given to us and the record produce to us for our verification, the company did not carry any inventory during the year. Hence therefore the said clause of physically verification of inventory is not applicable to the company.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to information and explanations given to us there is an adequate internal control procedure 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 sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provision of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules made there under are not applicable.

6. We have reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of the cost records under provisions of Section 148(1) of the Companies Act, 2013 and of the opinion that prima facie the prescribed accounts and records have not been applicable to the Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including income tax and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax were outstanding, as at 31st march, 2015 for a period of more than six months from the date they become due.

(b) According to the information and explanations given to us, and on the basis of our examination of the books of account, there were no dues of income tax, and other statutory dues, which have not been deposited on account of any dispute.

(c) The Company not required to transfer any amount to the Investor Education and Protection Fund.

8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution

11. According to the information and explanations given to us, the Company has not taken any term loan during the year.

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Lokesh Vyas & Company

Chartered Accountants

FRN No. 016344C

CA Lokesh Vyas

Proprietor

M No.405296

Place : Indore

Dated : 27/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Midland Polymers Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

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 and cash flows 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") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013. 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.

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.

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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2014;

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor''s Report) Order, 2003 ("The Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. 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, Statement of Profit and Loss and cash flow statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013; and

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government had not issued any notification as to the rate at which cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the companies.

Annexure referred to the Auditor''s Report to the Shareholders of M/s Midland Polymers Limited on the accounts for the year ended 31st March 2014.

1. 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) According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification.

(c) Substantial parts of the fixed assets have not been disposed off during the year which affects the Going Concern.

2. (a) According to the information and explanations given to us and the record produce to us for our verification, the company did not carry any inventory during the year. Hence therefore the said clause of physically verification of inventory is not applicable to the company.

3 (a) According to the information and explanations given to us and the record produce to us for our verification, the company has neither granted nor taken any loans secured or unsecured from / to any Parties/Firm/Companies listed in the register maintained under Section 301 of the Company Act, 1956. Accordingly the said clause and sub clauses are not applicable to the company.

4. In our opinion and according to the information and explanation given to us and records produce to us, there is exists a reasonable internal control procedure commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods. During the course of our audit, no major weaknesses have been observed in the internal controls.

5. (a)On the basis of information and explanations given to us and records produced to us for our verification, all the contract / arrangements, the particulars of which needed to be entered into the register maintained under section 301 of the Act, have been recorded.

(b) Based on the information and explanations provided by the management to us, all transaction entered under section 301 of the Companies Act, 1956, have been made/executed in pursuance of contract / arrangements entered in the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacs in respect of any party during the year.

6. As per Information & Explanations given to us, the company has not accepted any deposits during the year from the public under section 58 of the Companies Act-1956. Accordingly the said clause of the Order is not applicable to the company.

7. As per Information & explanations given to us and record produce to us, the company has an internal audit system commensurate with its 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 Act, hence the said clause of the Order is not applicable to the company.

9. (a)According to the records of the company, the company has been regular in depositing undisputed statutory dues of the Income Tax and any other statutory dues with the appropriate authorities.

(b) According to the records of the company and information and explanations given to us, there are no undisputed amount payable in respect of Income tax and other Statutory Dues at the last date of the financial year concerned for a period for more than six months from the date they become payable except ESIC Demand of Rs. 22937/-.

(c) The provisions of Employees State Insurance and Employees Provident Fund, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Leave Encashment, Gratuity Act and others Retirement Benefits Clauses are not applicable to the company.

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the current year and immediate preceding financial year.

11. The company has not taken any loan from financial institute of bank hence the said clause of default in repayment of dues to the said parties is not applicable.

12. According to the records of the company and information & explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. According to the records of the company and information & explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund / societies, accordingly the said clause of the Order is not applicable to the company.

14. According to the information and explanations given to us, the Company has maintained proper records of the transaction and contracts relating to dealing in shares and commodities and timely entries have been made there in. Further during the year, Company has acquired 900000 unquoted equity shares at a total consideration of Rs. 360.00 Lacs of M/s Protect Nature Private Limited ("PNPL") (97.26% Holding of "PNPL"). Pursuant to the said acquisitions, PNPL became subsidiaries of the Company. Investments are valued at Cost.

15. According to the records of the company and information & explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company and information & explanations given to us the company has not taken any term loan facility from any bank or financial institutions.

17. On the basis of an overall examination of the balance sheet and cash flows of the company and as per the information and explanations given to us, we report that the company has not utilized any fund raised on short term basis for long term investment and vice versa. Except unutilized Preference Equity Share Issue Proceeds which have been temporarily held in short term interest bearing liquid loans.

18. During the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act 1956.

19. The company has not issued any debentures during the year. Accordingly the said clause of the Order is not applicable to the company.

20. According to the information and explanations given to us, during the year covered by our audit report, the Company has not raised any money by public issue.

21. Based on our audit procedures performed and the information and explanation given to us by the management we report that no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated, nor we have informed of such case by the Management.

For Lokesh Vyas & Company Chartered Accountants FRN No. 016344C

Sd/- CA Lokesh Vyas Proprietor M No.405296

Place: Indore Dated: 30/05/2014

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Mar 31, 2013

We have audited the accompanying financial statements of Midland Polymers Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). 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.

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.

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 management, 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.

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2013;

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

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 give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

We report that:- 1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification.

(c) Substantial part of the Fixed Assets has not been disposed off during the year which affects the Going Concern.

2. (a) According to the information and explanations given to us and the record produce to us for our verification, the company did not carry any inventory during the year. As such no physically verification was required.

3 (a) According to the information and explanations given to us and the record produce to us for our verification, the company has not taken or granted any loan from / to any Parties/Firm/Companies listed in the register maintained under Section 301 of the Company Act, 1956. Accordingly other sub clause of the said Clause of the said Order is not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is exists a reasonable internal control system 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.

5. (a) On the basis of information and explanations given to us and records produced to us for our verification, all thecontract / arrangements, the particulars of which needed to be entered into the register maintained under section 301 of the Act, have been recorded.

(b) Based on the information and explanations provided by the management to us, all transaction entered undersection 301 of the Companies Act, 1956, have been made/executed in pursuance of contract / arrangements enteredin the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacs in respect of any party during the year.

6. As per Information & Explanations given to us, the company has not accepted any deposits during the year from the public under section 58 of the Companies Act-1956. Accordingly the said clause of the Order is not applicable to the company.

7. As per Information & explanations given to us and record produce to us, the company has an internal audit system commensurate with its 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 Act, hence the said clause of the Order is not applicable to the company.

9. (a) According to the records of the company, the company has been regular in depositing undisputed statutory dues of the Income Tax and any other statutory dues with the appropriate authorities.

(b) According to the records of the company and information and explanations given to us, there are no undisputed amount payable in respect of Income tax and other Statutory Dues at the last date of the financial year concerned for a period for more than six months from the date they become payable except ESIC Demand of Rs. 22937/-.

(c) The provisions of Employees State Insurance and Employees Provident Fund, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Leave Encashment, Gratuity Act and others Retirement Benefits Clauses are not applicable to the company.

10 According to the records of the company and information & explanations given to us the company has not given any guarantees for loans taken by other from banks or financial institutions.

11. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the current year however in the immediately preceding financial year; company had incurred cash losses of Rs. 2.36 Lacs.

12. According to the records of the company and information & explanations given to us, during the year, the company has not defaulted in repayment its dues to financial institutions or any other bank.

13. According to the records of the company and information & explanations given to us the company has not granted loans on the basis of security by way of pledge of shares.

14. According to the records of the company and information & explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund / societies, Accordingly the said clause of the Order is not applicable to the company.

15. In our opinion and record produce to us, during the year company has not made any Investments and previous years investments are valued at Cost.

16. According to the records of the company and information & explanations given to us the company has not taken any term loan facility from any bank or financial institutions.

17. On the basis of an overall examination of the balance sheet and cash flows of the company and as per the information and explanations given to us, we report that the company has not utilized any fund raised on short term basis for long term investment and vice versa. Except unutilized Preferential Equity/Shares Issue Proceeds which have been temporarily held in short term interest bearing liquid loans.

18. The Company has made a preferential allotment of shares to parties or companies covered under section 301 of the Act. Total 28,61,235 numbers of shares issued to parties and companies cover under section 301. The price at which shares have been issued is not prejudicial to the interest of the company.

19. The company has not issued any debentures during the year. Accordingly the said clause of the Order is not applicable to the company.

20. According to the information and explanations given to us, during the year covered by our audit report, the Company has not raised any money by public issue. Although company has issued equity shares on preference basis during the year amounting to Rs.11,58,80,020-.

21. Based on our audit procedures performed and the information and explanation given to us by the management we report that no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated.

FOR LOKESH VYAS & COMPANY

Chartered Accountants

FRN No. 016344C

Sd/-

CA LOKESH VYAS

Proprietor M No.405296

PLACE: INDORE

DATE: 30.05.2013

---

Mar 31, 2012

1. Report on the Financial Statements

We have audited the accompanying financial statements of Midland Polymers Limited which comprise the Balance Sheet as at 31st March, 2012, the Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other additional information's.

2. Management's Responsibility for the financial statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and 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 (to the extent applicable). 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. Auditor's 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.

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.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us ,the financial statements 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 31st March, 2012 and

(ii) In the case of the Statement of Profit & Loss, of the loss of the company for the year ended on that date.

(iii) In the case of the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

5. Report on Other legal Regulatory Requirements

A. As required by the Companies (Auditor's Report) Order, 2003 ("the Order'), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

B. 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, Statement of Profit & Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and On the basis of written representations received from the directors as on March 31, 2012, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Emphasis on Matter:

Attention of the members is invited to the following notes:

Note No. 18 (iii) regarding non provision towards diminution in the value of investments or its realizable/recoverable value.

Note No. 18 (iv) regarding confirmation of loans given to Companies which are awaited and we have placed reliance on balances shown in the books of the Company.

Note No. 18 (x) on our verification of related party disclosures as required under Accounting Standard 18 has been based on the information made available to us by the company.

Re: MIDLAND POLYMERS LIMITED.

1. The Company has maintained proper records showing full particulars including quantitative details & situation of its fixed assets.

2. The assets have been physically verified by the management at the year end. No Material discrepancies were noticed on such verification.

3. In our opinion & according to the information & explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

4 The company did not carry any inventory during the year. As such no physically verification was required.

5. According to the records of the Company examined by us and the information and explanations given to us, the Company has not taken any loans from its Directors and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

6. The company has not granted loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

7. In respect of loans & advance in the nature of loans, there is no stipulation regarding repayment of principal amount. That in the absence of surplus, no provision is held against doubtful loans & advances.

8. On the basis of our evaluation of internal control procedures and according to the information and explanations given to us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets & materials and for the sale of goods. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedure.

9. Based on the audit procedures applied by us and according to the information & explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

10. In our opinion & according to the information and explanations given to us, there were no transaction made in pursuance of contracts or arrangement entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year.

11. In our opinion & according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the provisions of Section 58A, 58AA or any other relevant provision of the Companies Act 1956 and the Companies (Acceptance of Deposits), Rules 1975 apply.

12. In our opinion, the company has a reasonable internal audit system, commensurate with the size and nature of its business.

13. The Central Government has not prescribed the maintenances of cost records under Section 209 (1) (d) of the Companies Act 1956.

14. According to the records of the company examined by us and the information & explanations given to us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, VAT, Sales

Tax, Excise Duty and other statutory dues applicable to it. There are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st march 2012 for a period of more than 6 months from the date they become payable.

15. According to the records of the company examined by us and the information & explanations given to us, there are no dues of, Income Tax, VAT, Sales Tax Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute except for ESIC demand of Rs.22,937.

16. In our opinion, the Company has accumulated losses as at the close of the financial year. The Company has incurred cash losses during the financial year covered by our audit. However in the immediately preceding financial year, there were no cash losses.

17. According to the records of the company examined by us and the information & explanations given to us, in our opinion, the company has not defaulted in repayment of its dues to financial institution or any bank during the year.

18. According to the information & explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

19. According to the records of the company examined by us and the information & explanations given to us, the company has not taken term loans during year.

20. According to the information & explanations given to us and on the basis of an overall examination of the balance sheet of the company, we report that there are no funds raised by the company on short-term basis, which have been used for long- term investment and vice versa.

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

22. According to the information & explanations given to us, the company has not raised any debentures during the period covered by our audit report.

23. During the period covered by our audit report, the company has not raised any money by public issue.

24. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

25. The other provisions of the Order do not appear to be applicable for the year under report.

For Vishal Vijay & Associates

Chartered Accountants

Firm Registration No. 020462N

Sd/-

CA VISHAL AGARWAL

Proprietor

Membership No. 505226

Place: Hapur

Dated: 30.05.2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Midland Polymers Limited as at 31st March, 2010 and also the Profit & Loss Account for the year ended on that date, annexed there-to. 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.

Z We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan & 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

3. We refer to Note No. 12 of Schedule H our verification of related party disclosures as required under Accounting Standard 18 has been based on the information made available to us by the company.

4. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement of the matters specified in paragraphs 4 & 5 of the said Order.

5. Further, we report that:

(i) We have obtained all the information & explanations, which to the best of our knowledge & belief were necessary for the purposes of our audit.

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

(iii) The Balance Sheet & Profit & Loss Account dealt with by this report are in agreement with the books of Account.

(iv) On the basis of the written representations received from the directors as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. (v) In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3Q of Section 211 of the Companies Act, 1956, Attention of the members is invited to the following notes in Schedule H:-

Note No. 4(ii) regarding non provision towards diminution in the value of investments or its realizable/ recoverable value.

Note No. 5 regarding confirmation of loans given to Companies which are awaited and we have placed reliance on balances shown in the books of the Company.

(vi) In our opinion & to the best of our information and according to the explanations given to us, the said accounts together with schedules and notes thereon 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 March 31,2010; and

(b) In the case of the Profit & Loss Account, of the profit for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

1. The Company has maintained proper records showing full particulars including quantitative details & situation of the fixed assets remaining unsold.

2. The remaining fixed assets have been physically verified by the management during the year. No Material discrepancies were noticed on such verification.

3. In our opinion & according to the information & explanations given to us, a substantial part of fixed assets has been disposed off by the Company during the year.

4 The Company did not carry any inventory during the year. As such no physical verification was required.

5. According to the records of the Company examined by us and the information and explanations given to us, the Company has not taken any loans from Directors and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

6. The company has not granted loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

7. In respect of loans & advance in the nature of loans, there is no stipulation regarding repayment of principal amount. That in the absence of surplus, no provision is held against doubtful loans & advances.

8. On the basis of our evaluation of internal control procedures and according to the information and explanations given to us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets & materials and for the sale of goods, services and fixed assets. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedure.

9. Based on the audit procedures applied by us and according to the information & explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

10. In our opinion & according to the information and explanations given to us, there were no transaction made in pursuance of contracts or arrangement entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year.

11. In our opinion & according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the provisions of Section 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits), Rules 1975 apply.

12 There was no production and sale during the year and as such maintenance of records for sale and disposal of realizable by products and scarp is not applicable

13. In our opinion/the company has a reasonable internal audit system, commensurate with the size and nature of its business.

14. The Central Government has not prescribed the maintenances of cost records under Section 209 (1) (d) of the Companies Act 1956.

15. According to the records of the company examined by us and the information & explanations given to us, in our opinion, the company is generally regular in depositing

with appropriate authorities undisputed statutory dues including Income Tax, VAT, Sales Tax, Excise Duty, Cess and other statutory dues applicable to it

16. According to the records of the company examined by us and the information & explanations given to us no undisputed amounts payable in respect of Income Tax, VAT, Sales Tax & Excise Duty outstanding as at 31st March- 2010 for a period of more than six months from the date they became payable.

17. According to the records of the company examined by us and the information & explanations given to us, there are no dues of, Income Tax, VAT, Sales Tax Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute except for ESIC demand of Rs.22,937.

18. The Company has accumulated losses as at the close of the financial year. The Company has not incurred cash loss during the financial year covered by our audit but had incurred cash losses in the immediately preceding financial year.

19. According to the records of the company examined by us and the information & explanations given to us, in our opinion, the company has not defaulted in repayment of dues of any bank during the year.

20. According to the information & explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

21. According to the records of the company examined by us and the information & explanations given to us, the company has not taken term loans during year.

22. According to the information & explanations given to us and on the basis of an overall examination of the balance sheet of the company, in our opinion, generally, there are no funds raised by the company on short-term basis, which have been used for long- term investment and vice versa.

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

24. According to the information & explanations given to us, the company has not raised any debentures during the period covered by our audit report.

25. During the period covered by our audit report, the company has not raised any money by public issue.

26. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

27. The other provisions of the Order do not appear to be applicable for the year under report.

For Vishal Vijay & Associates

Chartered Accountants

CA VISHAL AGARWAL

Proprietor

Membership No. 505226

Place: Hapur Dated: 5th August 2010.

---

Mar 31, 2009

1 We have audited the attached Balance Sheet ofM/s. Midland Polymers Limited as at 31st March, 2009 and also the Profit & Loss Account for the year ended on that date, annexed there- to 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 Auditing Standards generally accepted in India. Those standards require that we plan & 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

3 Wc refer to Note No. 12 of Schedule J our verification of related party disclosures as required under Accounting Standard 18 has been based on the information made available to us by the company.

4 As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement of the matters specified in paragraphs 4 & 5 of the said Order.

5 Further, we report that:

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

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

(iii) The Balance Sheet & Profit & Loss Account dealt with by this report are in agreement with the books of Account.

(iv) On the basis of the written representations received from the directors as on 31st March 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(v) In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956,

Attention of the members is invited to the following notes in Schedule J:-

Note No. 3 regarding unascertained impaired loss to assets as per AS 28.

Note No. 4(ii) regarding non provision towards dimunition in the value of investments or its realizable/recoverable value.

Note No. 5 regarding confirmation of loans given to Companies which are awaited and we have placed reliance on balances shown in the books of the Company.

(vi) In our opinion & to the best of our information and according to the explanations given to us, the said accounts together with schedules and notes thereon 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 March 31. 2009; and

(b) In the case of the Profit & Loss Account, of the profit for the year ended on that date.

Re: MIDLAND POLYMERS LIMITED.

1. The Company has maintained proper records showing full particulars including quantitative details & situation of its fixed assets.

2 A major portion of these assets have been physically verified by the management during the year. No Material discrepancies were noticed on such verification.

3. In our opinion & according to the information & explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

4 The inventory of the Company has been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.

5. In our opinion & according to the information & explanations given to us, the procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

6 On the basis of our examination of the records of inventory, in our opinion, the company has maintained proper records of inventory and as explained to us, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

7. According to the records of the Company examined by us and the information and explanations given to us, the Company has taken loans from one of its Directors and Companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company. There is no stipulation of repayment of such loans and the loans are interest free.

8 The company has not granted loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

9. In respect of loans & advance in the nature of loans, there is no stipulation regarding repayment of principal amount That in the absence of surplus, no provision is held against doubtful loans & advances.

10. On the basis of our evaluation of internal control procedures and according to the information and explanations given to us, it appears that there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets & materials and for the sale of goods. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedure.

11. Based on the audit procedures applied by us and according to the information & explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act. 1956 have been so entered.

12. In our opinion & according to the information and explanations given to us, there were no transaction made in pursuance of contracts or arrangement entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year.

13. In our opinion & according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the provisions of Section 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits), Rules 1975 apply.

14. The Company maintains reasonable records for sale and disposal of realizable by products and scarp.

15. In our opinion, the company has a reasonable internal audit system, commensurate with the size and nature of its business.

16. The Central Government has not prescribed the maintenances of cost records under Section 209 (1) (d) of the Companies Act 1956.

17. According to the records of the company examined by us and the information & explanations given to us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, VAT, Sales Tax. Excise Duty. Cess and other statutory dues applicable to it

18. According to the records of the company examined by us and the information & explanations given to us no undisputed amounts payable in respect of Income Tax, VAT. Sales Tax & Excise Duty outstanding as at 31st March, 2009 for a period of more than six months from the date they became payable.

19. According to the records of the company examined by us and the information & explanations given to us, there are no dues of, Income Tax, VAT, Sales Tax Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute except for ESIC demand of Rs.36,699.

20. The Company has accumulated losses as at the close of the financial year. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

21. According to the records of the company examined by us and the information & explanations given to us, in our opinion, the company has not defaulted in repayment of dues of any bank during the year

22. According to the information & explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year

23. According to the records of the company examined by us and the information & explanations given to us, the company has not taken term loans during year.

24. According to the information & explanations given to us and on the basis of an overall examination of the balance sheet of the company, in our opinion, generally, there are no funds raised by the company on short-term basis, which have been used for long- term investment and vice versa.

25. During the year, the company has made preferential allotment of shares to parties and companies covered under in the register maintained under section 301 of the Companies Act 1956 in terms of the approved rehabilitation scheme of Honble BIFR, as per details hereunder:

Name of Party No. of Shares Alloted

Mr. Sudhir Lakhotia 5,65,000

Mrs. Alka Lakhotia 15,000

Simplex Sales Pvt. Ltd. 50,000

26 According to the information & explanations given to us, the company has not raised any debentures during the period covered by our audit report.

27. During the period covered by our audit report, the company has not raised any money by public issue.

28. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

29 The other provisions of the Order do not appear to be applicable for the year under report.

For Vishal Vijay & Associate Chartered Accountants

CA VISHAL AGARWAL

Proprietor Membership No. 505226

Place : Hapur Dated: 20.04.2009