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Auditor Report of Lawreshwar Polymers Ltd.

Mar 31, 2016

To

The Members of Lawreshwar Polymers Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Lawreshwar Polymers Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, 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''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 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.

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 there under.

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.

Basis for Qualified Opinion

Refer Note No. 15 of Notes on Financial Statements regarding loss by fire & no provision of shortfall in insurance claim amounting to Rs. 1,86,74,521/-.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 31st March,2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirement

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) section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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. As required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, on the Internal Financial Control over Financial Reporting to the extent applicable, refer our separate report in Annexure II 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 effect of pending litigations (if any) are disclosed by way of Note in the financial statements- Refer Note 34 to the financial statements;

ii. The Company did not have any long term contract including derivatives contracts for which there were any material foreseeable losses; and

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

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

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

(b) All the assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets, No material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable

(b) 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 accounts.

(c) In our opinion and according to the information and explanation given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. 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 accounts.

(iii) The Company has not granted loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act''), hence clause (iii) (a), (b) & (c) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security,

(v) The Company has not accepted any deposits from the Public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable

(vi) According to the information & explanation given to us the company has maintained cost accounts & records as prescribed by the central Government under Section 148(1) of the Companies Act, 2013, However we have not made a detailed of such accounts & records with a view to determine whether they are adequate 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, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues to the extent applicable have been regularly deposited during the year by the Company with the appropriate authorities expert for a few delays.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no pending dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax or Cess which are not deposited on account of dispute.

(viii) The Company have not defaulted in repayment of dues to a financial institutions, banks or debenture holders during the year.

(ix) Based upon the audit procedures performed and the information and explanations given by the management during the year under review, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. To the best of our knowledge and belief and according to the information and explanation given to us, term loans availed by the company were prima facie applied by the company during the year for the purpose for which the loan were obtained.

(x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanations given by the management, the 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 Companies Act.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

(xv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

(xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the Standalone financial statements of the Company as of and for the year ended March 31, 2016, We have audited the internal financial controls over financial reporting of Lawreshwar Polymers Limited (hereinafter referred to as “the Company”), which is a company incorporated in India, as of that date.

Management''s Responsibility for Internal Financial Controls

The respective Board of Directors of the company are responsible for establishing and maintaining internal financial controls based on 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 respective 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 Companies Act, 2013.

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 Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. 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 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:

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

2) 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

3) 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 control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, 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.

For A.Bafna & Company

Chartered Accountants FRN: 003660C

Sd\-

(CA Vivek Gupta)

Date: 16th May 2016 Partner

Place: Jaipur M.No.: 400543


Mar 31, 2015

We have audited the accompanying standalone financial statements of Lawreshwar Polymers Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit nd Loss and Cash Flow Statement for the year then ended, and a summary of 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 ompanies Act, 2013 ("the Act") with respect to the preparation and presentation 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, ncluding 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 ccounting 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 perating 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

ur 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 atters 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 isstatement.

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, ncluding 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 valuating 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.

Basis for Qualified Opinion

Refer Note No. 15 of Notes on Financial Statements regarding loss by fire & non-provision of shortfall in insurance claim amounting to Rs. 1,86,74,521/-.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 31st March,2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirement

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 Act, we give in the Annexure a statement on the matters specified in the paragraph 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 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f. 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 statement - Refer Note 34 to the financial statements;

ii. The Company did not have any long term contract including derivatives contracts for which there were any material foreseeable losses; and

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

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

(b) All the assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets, No material discrepancies were noticed on such verification.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanation given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. 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 accounts.

(iii) (a) The Company has not granted loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'), hence clause (iii) (a), (b) & (c) of the order are not applicable.

(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 with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls,

(v) The Company has not accepted any deposits from the Public.

(vi) According to the information & explanation given to us the company has maintained cost accounts & records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. However we have not made a detailed examination of such accounts & records with a view to determine whether they are adequate 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, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues to the extent applicable 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, employee's state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no pending dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax or Cess which are not deposited on account of dispute except following:

Particulars Year Amount Amount of deposited demand against demand

Income Tax AY 2012- 82340/- Nil 13

Particulars Amount of Forum demand to where the extent appeal is not pending deposited Rs.

Income Tax 82340/- CIT(Appe als)—II, Jaipur

(c) According to the information and explanations given to us, there were no amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act,and rules thereunder.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year

(ix) The Company have not defaulted in repayment of dues to a financial institutions, banks or debenture holders during the year

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) To the best of knowledge and belief and according to the information & explanation given to us, term loan availed by the Company were prime facie applied by the company during the year for the purpose for which the loan were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For A.Bafna & Co. Chartered Accountants FRN:003660C

(CA Vivek Gupta) Date: 27 May 2015 Partner Place: Jaipur M.No.: 400543


Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Lawreshwar Polymers Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014. 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''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 Compan/ in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th Sept. 2013 of the Ministry of Corporate Affairs) 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.

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 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.

Basis for Qualified Opinion

Refer Note No. 15 of Notes on Financial Statements regarding loss by fire & non-provision of shortfall in insurance claim amounting to Rs. 1,86,74,521/-, subject to above, 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 Profit and Loss Account, 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.

Report on Other Legal & Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4 A) 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, except for the effects of matter described in Para 1 of the Basis for Qualified 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.

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.

Annexure to INDEPENDENT AUDITOR''S REPORT

Re: M/s Lawreshwar Polymers Limited

(i) 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) As explained to us, all the assets have been physically verified by the management in a phased periodical manner during the year and there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the company has not disposed off substantial part of it''s fixed assets during the year and the going concern status of the company is not affected.

(ii) In respect of its inventories:

(a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures 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.

(c) In our opinion and according to the information and explanation given to us and on the basis of our examination of the records of inventory, the company has maintained proper records of inventory. 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 accounts.

(iii) (a) According to the Information & Explanation given to us, the company has granted loans and advances on current accounts to two parties listed in the register maintained under Section 301 of the Companies Act, 1956. The year ended balance of such loans as on 31.03.2014 is Rs. Nil. The maximum balance outstanding at a point of time during the year was Rs. 4,73,81,464/-.

(b) In our opinion, the rate of interest and other terms & conditions on which loans & deposits have been granted to the companies, firms or 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.

(c) According to information & explanations given to us, the receipt of principal amount & interest thereon are regular.

(d) According to information & explanations given to us there is no overdue amount in respect of such loans.

(e) The Company has not taken loans from any party covered in the register maintained Under Section 301 of The Companies Act, 1956, hence clauses (f) & (g) of the order are not applicable.

(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 with regard to the sale of goods and services. During the course of our audit, v/e have not observed any continuing failure to correct major weaknesses in internal control system.

(v) In respect of the contracts or arrangements referred to in Section 301 of The Companies Act, 1956:

(a) According to the information and explanation given to us. we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained u/s 301 of the companies act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, each of such transaction in respect of any party, listed in the register maintained u/s 301 of The Companies Act, 1956 have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevanttime.

(vi) The Company has not accepted any deposits from the public during the year and accordingly the provisions of Section 58A & Section 58AA of the Companies (Acceptance of Deposit) rules,1975 are not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records u/s 209(1) (d) of The Companies Act, 1956 in respect of certain manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however not carried out a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues:

(a) To the best of our knowledge and information obtained and verifications made, we report that the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable to it except few delays in deposition of TDS, Service Tax and there are no undisputed amounts payable in respect of such dues which have remained outstanding as at 31st March 2014 for a period exceeding six months from the date of becoming payable.

(b) According to the information and explanation given to us, there are no pending dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and cess, which are not deposited on account of any dispute except following:

Name of the Nature of the Amount (Rs.) Period to Forum where Statue Dues which it dispute is relates pending

Income Tax Income Tax 104433/- 2005-2006 CIT(Appeals)- Act,1961 Demand II, Jaipur

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information & explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) In our opinion and according to the information and explanation given to us & based on the information available, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, the question of maintenance of records or reporting on deficiencies does not arise.

(xiii) In our opinion, the company is not a chit fund or a Nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, during the year under audit, the company did not engage in dealing or trading in shares, securities, debentures and other investments other than disposal of some of its investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institution. Hence this clause of Companies (Auditor''s Report) Order. 2003 is not applicable.

(xvi) In our opinion and according to the information and explanations given to us and based on the information available, the term loan availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long-term investments.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the company does not arise.

(xix) According to the information and explanations given to us. the company has not issued any debentures during the year: hence the question of creating security does not arise.

(xx) According to the information and explanation given to us the company has allotted 82,50,705 equity shares of Rs. 10 each at a premium of Rs. 6 on March 8, 2007 as Net Offer to the public during the Financial Year 2006-2007. Management has given the details about utilization of money raised by public issue in Notes on Financial Statements.

(xxi) During the course of examination of the books and records of the company, carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us. we have neither come across any instance of fraud on or by the company, nor we have been informed of such cases by the management that causes the financial statements to be materially misstated.

For A. Bafna & Company Chartered Accountants FRN : 003660C

(CA Vivek Gupta) Place : Jaipur. Partner Date: 24th May 2014 M. No. 400543


Mar 31, 2013

Report on theFinancial Statements

We have audited the accompanying financial statements of Lawreshwar 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''s Responsibilityfoahe 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 flaws of the Company in accordance with the Accounting Standards referred to in sub-seclion (3C) of section 211 of Ihe 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 emar.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements hased on our audit. We conducted our audit in accordance with the Standards on Auditing issued hy 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 stalements are free from material misstalement.

An audit involves performing procedures to obtain audit evidence about Ihe 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 ?pinion.

Opinion

In our opinion and to the best of our information and according to the expfanations given to us, the financial stalements give the information required by the Act in the manner so required and give a true and fair view subject to Note Mo. 15 of Notes on Financial Statements regarding loss by fire in conformity with the accounting principles generally accepted in India:

a} in the ca se of the Balance S heet. of the stale of affa irs of the Company as at fvla rch 31,2013;

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

c) in the case of the Cash F low Statement, of the cash flows for the year e nded on th a t date.

Report on Other Least & Regulatory Requirement

1. As required by the Companies {Auditor''s Report) Order. 2003 phe Order*) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Art, we give in the Annexure a statement on (he matters specified in paragraphs 4 and 5 of me Order.

2. As nequi red 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 sq 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 Re port are m agreement with the books of account.

d} in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Ffow Statement comply with the Accounting Standards referred tc in subsection (3C) of section 211 of the Companies Act, 1956. e} on the basis of written representations received from the directors as on March 31. 2013, and taken on record by the Board of Directors, none of the directors is disqualified as an March 31. 2013, from being appointed as a director in terms of cEause (g) of sub-section (1) of section 274 of the Companies Act, 1956-

Ra: MJs Lawreshwar Polymers Limited

(i) I n Respect of Its Fixed Assets:

(a) The company has maintained proper records shewing full particulars including quantitative detailsand situation of fixed assets.

(b) As explained to us, all the assets have been physically verified by the management In a phased periodical manner during the year and there is a regular programme of verification which, in our opinion is reasonable having regard to the si2e of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the company has not disposed off substantia! part of it''s fixed assets during the year and the going concern status of (he company is not affected.

(ii) fn respect ofMs i nventories:

(a) As explained to us, the inventory has been physically verified during the year by the management. In ouropinion. the frequency of verification is reasonable.

{b) In our opinion gnd according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and natu re of its business.

(c) In our opinion and according to the information and explanation given to us and on the basis of our examination of the records of inventory, the company has maintained proper records of inventory.

The discrepancies noticed on physicai verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts.

(a) According to the Information & Explanation given to us, the company has granted bans and advances on current accounts to two parties listed in the register maintained under Section 301 of the Companies Act, 19&6. The year end balance of such loans as on 31.03.2013 is Rs. 2,39,44,730V-. The maximum balance outstanding at a point of time during the year was

Rs. 6,30,29,975/-.

(b) In our opinion, the rate of interest and olher terms & conditions on which loans & deposits have been granted to the companies, firms or other parties fisted in the register maintained under Section 301 oflheCompaniesAct.1956arenotprimafacieprejudicialtothein[erestofthecompany.

(c) According to information 8 explanations given to us, the receipt of principal amount & interest thereon are regular.

(d) According to information & explanations given to us there is no overdue amount in respect of such loans.

(e) The Company has not taken loans from any party cowered in the register maintained Under Section 301 or The Companies Act, 1956. hence clauses (f) & (g) of the order are not applicable.

vi 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 with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in infernal control system.

[v) In respect of the contracts or arrangements referred to in Section 301 of The Companies Act, 1956; in) According to the information and explanation gfven to us, we are of the opinion that the particulars of. contracts or arrangements that need to be entered in the register maintained u/s 301 of the companies act,: 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, each of such transaction in respect of any party, fisted in the register maintained u/s 301 of The Companies Act, 1956 have been made at prices which are prima facie reasonable having regard to the prevailing madiet price at the relevant trme.

[vi) The Company has not accepted any deposits from the public during the year and accordingly the provisions or Section 5BA& Section 58AAof the Companies (Acceptance of Deposit) rules. 1975 are not applicable.

(vii) In cur opinion, the company has an internal audit system commensurate with the size and nature of its business.

[viil) The Central Government has prescribed maintenance of cost record s u/s 209( 1){d) of The Companies Act, 195S in respect of certain manufacturing activities of the company. We have broadly reviewed the accounts. and records of the company in this connection and are of the opinion that prima facie, the prescribed! accounts and records have been made and maintained. We have, however not carried out a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) In re sped of statutory dues:

To the best of our knowledge and information obtained and verifications made, we report that the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees1 state insurance, income tax, sales tax, wealth tax, service- tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable to it except; few delays in deposition of TDS. Service Tax and there are no undisputed amounts payable in respect of such dues which have remained outstanding as at 31 * March 2013 for a period exceeding six months from lr-.e ca''.i u-f aetLVT-.ini] j; ay-able

(x) The company does not have accumulated losses at the end erf the financial year. The company has not: incurred cash losses duhng the financial year covered by our audit and in the immediately preceding. financial year

(xi) Based on our audit procedures and according to the information & explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) In our opinion and according to the information and explanation given to us & based on the information avaiiable, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, Hie question of maintenance of records or reporting on; deficiencies does not arise,

(xiii) In our opinion, the company is not a chit fund or a Nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of Ihe Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv} In our opinion, during the year under audit, the company did not engage in dealing or trading in shares, securities, debentures and other investments other than disposal of some of its investments. Accordingly, the provisions of clause 4(xiv) of the Companies {Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanation given to us, Ihe company has not given any guarantee for loans taken by others from bank or financial institution. Hence this clause of Companies (Auditor''s Report) Order, 2003 is not applicable.

(xvi) In our opinion and according to the information and explanations given to us and based on the information available, the term loan availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of ihe opinion that there are no funds raised on short term basis that have been used for long-term investments.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act. 1956, during the year and hence Ihe question of whether the price at which shares have been issued is prejudicial to the interest of the company does not anse.

(xix) According to the information and explanations given to us, the company has not issued any debentures during the year; hence the question of creating security does not arise.

(xx) Accordi ng to the information and explanation given to us the compa n y has a Hotted 62,50,705 equity shares of Rs. 10 each at a pre mi u m of Rs. 6 on March 6, 200 7 as Net Offer to the public during the F i na ncia I Year 2006-2007 Management has given the details about utilization of money raised by public issue in Notes on Financial Slatements. However according to information & explanation given to us the same is not yet fully utilized-

(xxi) During the course of examination of the books and records of the company, carried out in accordance with the generally accepted accounting practices in India and according to the information and expfanations; given to us, we have neither come across any instance of fraud on or by the company, nor we have been informed of such cases by the management that causes the financial statements to be malerialty misstated. „ _ _ _ a _ For A.Bdfna & Company

Chartered Accountants FRN: 003660C

sd/-

(CA Vivek Gupla)

Place: Jaipur Partner

Date: 30th May 2013 M .No. 400543


Mar 31, 2010

We have audited the attached Balance Sheet of Mrs Lawreshwar Polymers Limited as at 31st March, 2010 together with the Profits Loss A/c and Cash Flow Statement of the Company for the year ending on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on out Audit.

1. 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 disclosure in (he financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) order, 2003(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 explanation given to us, we annex hereto a statement on the metiers specified in paragraph 4 & 5 of the said order.

3. Further to our comments referred to in paragraphs 1 & 2 above 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 purposes of our audit, subject to Note No.16 of Notes On Accounts regarding loss by fire.

(b) In our opinion, proper books of accounts as required by the law have been kept by the company so far as appears from our examinaton of those books

(c) The balance sheet, profit & loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt with by this report complince with the. Mandatory accounting standards referred to in sub section (3C) of section 211 of the Companies Act 1956.

(e) On the basis of Written representation received from all the Director we report that none of the Directors of the company Is disqualified as on march 31,2010 from being appointed as a director under clause (g) of Sub-section (1)of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our Information and according to the explanations given to us .the said accounts read together with the significant Accounting Policies & Notes on Accounts, subject to Refer Note No 16(a) regarding non provision against the balance amount of Rs. 186.74 lacs against shortfall in Insurance claim passed by the Insurance Company on the plea that the company is contemplating further action In this matter, henr* we are unable to express our opinion on the recoverablllty of this matter and refer Note No. 16(c) regarding loss by fire int. leased unit of the company, 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 in India subject to Note No, 14 regarding Loss by Fire:

a) In the case of Balance Sheet, of the State of affairs of the Company as at March 31,2010.

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

c) Incase of Cash Flow statement. of the cash flows of the company for the year ended on that date.



Annexure to AUDITORS REPORT

R.rM/.UwrMhw.rPolym.r.Ltmltrt (Referred to In Paragraph 2 thereof)

(i) in Respect of lts Fixed Assets:

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

(b) As explained to us, alt the assets have been physically verified by the management In a phased periodical manner during the year and there to a regular programme of verification which. in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancles were noticed on such physical verification.

(c) In our opinion, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) In respect of its inventories:

(a) As explained to us, the Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification Is reasonable.

(b) in our opinion and according to the information and explanation given to us. the procedures 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.

(c) In our opinion and according to the Information and explanation given to us and on the basis of our examination of the records of Inventory, the company has maintained proper records of inventory. 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 accounts.

(iii) (a) According to the Information 4 Explanation given to us, the company has granted loans to one parties listed in the register maintained under Section 301 of the Companies Act. 1956. The year end balance of such deposits as on 31.03.2010 is Rs. 2,02,42,395/-. The maximum balance outstanding at a point of time during the year was Rs. 2.11.59,395/-.

(b) In our opinion, the rate of interest and other terms & conditions on which loans & deposits have been granted to the companies. firms or 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.

(c) According to information 4 explanations given to us, the receipt of principal amount & interest thereon are regular.

(d) According to Information & explanations given to us there is no overdue amount in respect of such loans.

(e) The Company has not taken loans from any party covered In the register maintained Under Section 301 of The Companies Act,

1956. The Maximum balance outstanding at apoint of time during the year was Rs. Nil & the year end balance of loans taken from such party was NIL

(f) In our opinion, the rate of inlerest & other terms & conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under Section 301 of The Companies Act, 1956 are not prima fade prejudicial to the interest of the company.

(g) According to the Information 8 explanation given to us the company is regular in payment of principal amount A interest due on loans taken by it.

(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 with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) In respect of the contracts of arrangements referred loin Section

(a) According to the Information and explanation given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained u/s 301 of the companies act. 19,56 have been so entered.

(b) In our opinion and according to the Information and explanation in the register maintained u/s 301 of The Companies Act, 1956 have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public during the year and accordingty the provisions of Section 58A & Section 58AA of the Companies (Acceptance of Deposit) rules, 1975 are not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records u/s 209(1) (d) of The Companies Act, 1956 in respect of certain manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however not carried out a detailed examination of such records with a view to determine whether they are accurate or complete

(Ix) In respect of statutory dues:

(a) To the best of our knowledge and information obtained and with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable to 11 except few delays in deposition of TDS, Service Tax and (here are no undisputed amounts payable In reaped of such dues which have remained outstanding as at 31st March 2010 for a period exceeding six months from the date of becoming payable.

(b) According to the lnformation and explanation given to us. tax, Customs duty. Excise duty and cess.which are not deposited on acccount of any dispute except following:

Name of the Nature of the Amount (Rs.) Pariod to Forum

statute dues which it where

relates dispute is

pending

Income Tax Income Tax 104433/- 2005-06 Cit (Appeals) Act,1961 Demand -II Jaipur

(x) The company does not have accumulated losses at the end of the financial year. The Company has not Incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year,

(xi) Based on our audit procedures and according to the Information & explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial Institutions, banks or debenture holders.

(xii) In our opinion and according to the Information and explanation granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hencs, the question of maintenance of records or reporting on deficiencies does not arise.

(xiii) in our opinion, the company Is not a chit fund or a Nidhi mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order. 2003 are not applicable to the company.

(xiv) In our opinion, during the year under audit, the company did not engage In dealing or trading in shares, securities, debentures and other Investments other then disposal of some of Its Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) According to the Information and explanation given to us. the company has not given any guarantee for loans taken by others from bank or financial Institution. Hence this clause of Companies (Auditors Report) Order. 2003 is not applicable.

(xvi) In our opinion and according to the Information and explanations given to us and based on the information available, the term Ban availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained.

(xvii) According to the Information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used forlong-term investments.

(xviii)According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered In the register maintained under section 301 of the Companies Act, 1956. during the year and hence the question of whether the price at which shares have been issued is prejudicial to the Interest of the company does not arisa.

(xix) According to the information and explanations given to us. the company has not issued any debentures during the year hence the question of creating security does not arise.

(xx) According to the information and explanation given to us the company has allotted 82,50,705 equity shares of Rs. 10 each at a premium of Rs. 6 on March 8.2007 as Net Offer to the public during the Financial Year 2006-2007. Management has given the details •bout utilization of money raised by public issue in Notas of Accounts, However according to Information & explanation given to us the same is not yet fully utilized,

(xxi) During the course of examination of the books and records of the company, carried out in accordance with the generally accepted accounting practices in India end according to the information and explanations given to us, we have neither come across any Instance of fraud on or by the company, nor we have been Informed of such cases by the management that causes the financial statements to be materially misstated.

For K Bafna & Company

Chartetedd Accountants

FRN:03660C

Place: Jaipur (A J R S. Gupta)

Date: 30th May 2010 M.No.073515


Mar 31, 2009

We have audited the attached Balance Sheet of M/s Lawreshwar Polymers Limited as at 31" March, 2009 together with the Profit & Loss A/c and cash flow statement of the Company for the year ending on that date annexed thereto. 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.

1. 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 disclosure in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) order, 2003{as amended), issued by the Central Government of India in terms of sub section (4A) of section 227 of trie 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 explanation given to us, we annex hereto a statement on the matters specified in paragraph 4 & 5 of the said order.

3. Further to our comments referred to in paragraphs l &2 above 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 purposes of our audit, subject to Note No.16 of Notes On Accounts regarding loss by fire and non finalization of concerned Insurance claim;

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

(c) The balance sheet, profit & loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(d) in our opinion, the balance sheet, profit & loss account and cash flow statement dealt with by this report compliance with the Mandatory accounting standards referred to in sub section (3C) of section 211 of the Companies Act 1956.

(e) On the basis of Written representation received from all the Director on March 31,2009 and taken on records by the board of Directors, we report that none of the Directors of the company is disqualified as on march 31, 2009 from being appointed as a director under clause (g)of Sub-section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies & Notes on Accounts, subject to Note No. 16 of Notes on Accounts regarding Loss by Fine, 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 in India subject to Note No. 14 regarding Loss by Fire:

a) In the case of Balance Sheet, of the State of affairs of the Company as at March 31,2009

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

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

Annexure to AUDITORS REPORT

(Referred to in Paragraph 2 thereof)

Re: MPs Lawreshwar Polymers Limited

(i) 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) As explained to us, all the assets have been physically verified by the management in a phased periodical manner during the year and there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the company has not disposed off a substantial part of its the fixed assets during the year and the going concern status of the company not affected.

(ii) In respectof its inventories:

(a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate ir, relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanation given to us and on the basis of our examination of the records of inventory, the company has maintained proper records of inventory. 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 accounts.

iii) (a) According to the Information & Explanation given to us, the company has granted loans to 2 parties and deposit 1 party listed in the register maintained under Section 301 of the Companies Act, 1956. The year end balance of such deposits as on 31.03.2009 is Rs. 60,00,000/-. The maximum balance outstanding at a pointof time during the yearwas Rs. 2,15,80,953/-.

(b) In our opinion, the rate of interest and other terms & conditions on which loans & deposits have been granted to the companies, firms or 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.

(c) According to information & explanations given to us, the receipt of principal amount & interest thereon are regular..

(d) According to informations explanations given to us there is no overdue amount in respectof such loans. ¦

(e) The Company has taken loans from one party covered in the register maintained Under Section 301 of The Companies Act, 1956. The Maximum balance outstanding at j point of time during the year was Rs. 2,00,000/- & the year end balance of loans taken from such party was NIL.

(f) In our opinion, the rate of interest & other terms & conditions on which loans have been taken from companies, firms or 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

(g) According to the information & explanation given to us the company is regular in payment of principal amount & interest due o loans taken by it.

(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 with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) In respect of the contracts or arrangements referred to in Section 301 of The CompaniesAct,1956:

(a) According to the information and explanation given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained u/s 301 of the companies act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, each of such transaction in respect of any party, listed in the register maintained u/s 301 of The Companies Act, 1956 have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

(vi The Company has not accepted any deposits from the public during the year and accordingly the provisions of Section 58A & Section 58AAof the Companies (Acceptance of Deposit) rules, 1975 are not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records u/s 209(1) (d) of The Companies Act, 1956 in respectof certain manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, The prescribed accounts and records have been made and maintained. We have, however not carried out a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) In respect of statutdrydues: (a) To the best of our knowledge and information obtained and verifications made, we report that the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, Wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable to it except for few delay in payment of Service Tax and there are no undisputed amounts payable in respect ofsuch dues which have remained outstanding as a! 31" March 2009 for a period exceeding six months from the date of becoming payable. According to the information and explanation given to us, there are no pending dues of Income tax, Sales tax, Wealth tax, Service tax. Customs duty, Excise duty and cess.which are not deposited on account of any dispute except following:

Name of the statute Nature of the dues Amount (Rs.) Period to which Forum where it relates dispute i pending

Income Tax Income fax 104433/- 2005-2006 ICIT (Appeals-ll Act.1961 Demand Jaipur

(x) The company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial yearcovered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information & explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) In our opinion and according to the information and explanation given to us & based on the information available, the company has not granted loans and advances on the basis of security byway of pledge of shares, debentures and other securities. Hence, the question of maintenance of records or reporting on deficiencies does not arise.

(xiii) In our opinion, the company is not a chit fund or a Nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, during the year under audit, the company did not engage in dealing or trading in shares, securities, debentures and other investments other than disposal of some of its investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanation given to us, the company has not given any guaranteefor loans taken by others from bank or financial institution. Hence this clause of Companies (Auditors Report) Order, 2003 is not applicable.

(xvi) In ouropinion and according to the information and explanations given to us and based on the information available, the term loan availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long-term investments.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year and hence the question of whether the price at which Shares have been issued is prejudicial to the interest of the company does not arise.

xix) According to the information and explanations given to us, the company has not issued any debentures during the year; hence the question of creating security does not arise.

(xx) According to the information and explanation given to us the company has allotted 82,50,705 equity shares of Rs. 10 each at a premium of Rs. 6 on March 3,2007 as Net Offer to the public during the Financial Year 2006-2007. Management has disclosed

the end use of money raised by public issue in Notes of Accounts. However according to information & explanation given to us the same is not yet fully utilized.

(xxi) During the course of examination of the books and records of the company, carried out in accordance with the generally accepted accounting Practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, nor we have been informed of such cases by the management that causes the financial statements to be materially misstated.

For A. BAFNA & CO. Chartered Accountants (CA M. K. GUPTA) Place: Jaipur Partner Date; 28th June 2009 Membership No. 73515

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