1.  We have audited the attached Balance Sheet of M/s MAHARASHTRA
 POLYBUTENES LIMITED as at 31st March, 2011 and also the annexed Profit
 and Loss Account and the Cash Flow statement for the year ended on that
 date. These financial statements are the responsibility of the
 Company''s 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 and
 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 for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (read
 with Companies (Auditor''s Report) (Amendment) Order,2004) issued by the
 Central Government of India in terms of sub- section (4A) of Section
 227 of the Companies Act, 1956 (hereinafter referred to as the Act),
 we annex hereto a statement on the matters specified in paragraphs 4
 and 5 of the said Order, to the extent applicable.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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;
 
 b) 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
 these books;
 
 c) The Said Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report have been prepared in
 compliance with the Accounting standards referred in to in sub-section
 (3 C) of section 211 of the Act, to the extent applicable;
 
 e) On the basis of the written representations received from the
 directors, as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director of the company in
 terms of clause (g) of sub-section (1) of Section 274 of the Act;
 
 Subject to the above, 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 and other notes
 appearing in Schedule 16 and elsewhere in the financial statements and
 our comments in the annexure referred above, 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:
 
 (i) in the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 (ii) in the case of Profit and Loss Account, of the Profit for the year
 ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows of the
 company for the year ended on that date;
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF
 EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
 31st MARCH, 2011 OF M/S MAHARASHTRA POLYBUTENES LIMITED
 
 On the basis of such checks as we considered appropriate and according
 to the information and explanations given to us during the course of
 audit, we state that:
 
 1) a) The Company is in the process of maintenance of proper records
 showing full particulars
 
 including details and situations of fixed assets.
 
 b) As explained to us, the fixed assets have been physically verified
 by the management during the year and no material discrepancies were
 indentified on such verification.
 
 c) No substantial part of fixed assets has been disposed off by the
 company during the year, and it has not affected the going concern.
 
 2) a) The inventory has been physically verified by the management at
 reasonable intervals during the year.
 
 b) In our opinion the procedure of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business
 
 c) On the basis of examination of the records of inventory, we are of
 the opinion that the Company is maintaining proper records of inventory
 and no material discrepancies were noticed on physical verification.
 
 3) In respect of loans, Secured or Unsecured, granted or taken by the
 company to/from Companies, firms or other parties listed in the
 register maintained under section 301 of the companies act, 1956:
 
 a) The Company has not granted any Loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 u/s 301 of the act.
 
 b) The company has not taken any loans secured or unsecured from the
 companies, firms or other parties listed in the register maintained
 under section 301 of the act.
 
 4) In our opinion, and according to information and explanations given
 to us, there is adequate internal control system commensurate with the
 size of the company and the nature of the business for the purchase of
 inventory and fixed assets and for the sale of goods. During the course
 of our audit, no major weakness has been noticed in the internal
 control system.
 
 5) a) Based on the audit procedure applied by us and according to the
 information and explanation provided by the management, we are of the
 opinion that the particulars of contracts or arrangements that need to
 be entered into the register maintained under section 301 have been so
 entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the companies act, 1956 are at price which are reasonable having regard
 to prevailing market price at the relevant time.
 
 6) In our opinion and according to the information and explanations
 given to us the company has not accepted any deposits from public
 during the year as stated in the provisions of section 58A, 58AA or any
 other relevant provisions of the companies act, 1956 or the rules
 framed there under.
 
 7) In our opinion, the Company has an adequate internal audit system
 commensurate with the size of the Company and nature of its business.
 
 8) We have been informed by the management that the Company is not
 required to maintain cost records pursuant to the rules made by the
 Central Government for the maintenance of cost records under Section
 209 (1) (d) of the Companies Act.
 
 9) a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees state insurance, TDS, sales
 tax, service tax, customs duty, excise duty, cess have generally been
 regularly deposited with the appropriate authorities.
 
 b) According to the information and explanations given to us,
 undisputed dues in respect of Provident Fund, Investor Education &
 Protection Fund, Employees state Insurance, Income-tax, Sales-tax,
 Wealth-tax, Service-tax, Customs Duty, Excise Duty, Cess and other
 Statutory dues which were outstanding at the year end for a period of
 more than six months from the date they become payable is Provision for
 MAT 67.18 Lacs Only.
 
 10) The Company does not have accumulated losses at the end of the
 financial year. The company has not incurred any cash losses during the
 financial year covered by our audit or in the immediately preceding
 financial year.
 
 11) Based on our audit procedures and according to the information and
 explanations given to us, we are of opinion that the company had no
 over dues payable to financial institutions or banks and no dues
 payable to debenture holders.
 
 12) As explained to us the company has not granted any loans against
 securities or pledge of shares, debentures or other securities.
 
 13) The provisions of the chit funds, nidhi or mutual benefit society
 do not apply to the company.
 
 14) The company is not dealing in or trading in shares, securities,
 debentures and other investments.
 
 15) According to the records of the company and on the basis of
 information and explanations given to us, the Company has not given any
 guarantee during the year for loans taken by others from banks or
 financial institutions.
 
 16) According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, in our
 opinion, clause 4 (xvi) is not applicable to the company as the company
 has not raised any term loan during the year.
 
 17) During the year the Company has not made any preferential allotment
 of shares to parties and companies covered in the register maintained
 u/s.301 of the Act.
 
 18) According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, in our
 opinion, the company has not issued any debentures.
 
 19) According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, in our
 opinion, the company has not raised any fund by way of public issue.
 
 20) According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, in our
 opinion, no fraud on or by the Company has been noticed or reported
 to/by us during the course of our audit.
 
                                          For INDANI & ASSOCIATES 
                                            Chartered Accountants
 
                                                 (CA Gokul Indani) 
                                                       PROPRIETOR 
                                                    M. NO. 406446
 
 Place : Navi Mumbai 
 Date  : May 14, 2011