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 principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India in terms of Section 227(4A)oftheCompanies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order

4. Further to ourcomments in the annexure referred to in paragraph (1) 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 purpose 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 examinations of those books.

c. The Balance Sheet, Statement of Profit & Loss Account and the Cash Flow Statement, dealt with by this report, are in agreement with the books of account.

d. In our opinion, the Statement of Profit & Loss Account, the Balance Sheet and Cash Flow Statement comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent they are applicable to the company.

e. On the basis of the information and explanations given to us none of the directors of the company are prima facie disqualified from being appointed as Director of the Company under 274 (1 )(g) of the Companies Act' 1956.

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with and subject to the notes give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2014,

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that day and

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year

Annexure to the Auditor's Report

(Refer to in paragraph (3) of our report of even date to the members of Mid India Industries Limited on the Financial Statements for the years ended 31 st March, 2014.)

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

(b) A major portion of the assets has been physically verified by the Management in accordance with a phased program of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on verification.

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

(b) In our opinion and according to the information and explanations given to us, 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 the business.

(c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. No material discrepancies noticed between records of inventory andphysical verifications of inventory.

(iii) (a) The Company has taken unsecured loans from companies and firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

(b) In view of our comment in paragraph III (a) above, clauses 111 (b) to III (g) of paragraph 4 of the Companies ( Auditors Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the correct major weakness in internal control.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the company entered into transactions that need to be entered into the register maintained under section 301 ofthe Companies Act, 1956

(b) In view of our comment in paragraph v (a) above, clause v (b) of the aforesaid order in our opinion is not applicable.

(vi) The Company has not accepted any deposits from public consequently the provisions of Section 58A ofthe Companies Act, 1956 and Companies (Acceptances of Deposit) Rules, 1975 are not applicable.

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

(viii) The Central government has prescribed maintenance of cost records in respect of Cotton & P.C. Yarn under section 209(l)(d) in the companies act, 1956. We have broadly reviewed the books of accounts maintained & in our opinion the company has prima facie maintained the prescribed accounts & records.

(ix) (a) In our opinion the company is regular in depositing undisputed statutory dues with the appropriate authorities.

(b) 1 n respect of undisputed income-tax, wealth tax, sales tax, custom duty and excise duty, there were no amounts outstanding as on 31 st March, 2013 which have remained unpaid for more than six months from the date on which they became payable.

(x) The company has accumulated losses but has not incurred any cash losses during the financial year covered by our report.

(xi) In our opinion and explanations given to us, the company has not defaulted in repayment of dues to the bank.

(xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(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 Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in share, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) 1 n our opinion, the Company has not given guarantees for loan taken by others from banks or financial institutions.

(xvi) The company has not taken a term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of share during the year, therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the company.

(xix) The Company has not issued any debenture during the year. Accordingly the provisions of clause (xix) of paragraph 4 ofthe aforesaid order are not applicable to the company.

(xx) The Company has not raised any money by the way of Public Issue during the year, therefore, the provision of clause (xx) of paragraph 4 ofthe aforesaid order are not applicable to the company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

                                               for KVNG & ASSOCIATES
                                               Chartered Accountants
PLACE: Indore (M.P.)                        (Registration No.002628C)
DATE : 30/05/2014

                                                (KAMALNAYAN S1NGHAL)
                                                    Partner
                                             (Membership No. 071749)