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Reliance Industries Ltd.
Mar 31, 2014
We have audited the accompanying financial statements of Reliance
Industries Limited (the Company), which comprise the Balance Sheet as
at March 31,2014, 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.

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Companys Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notified under the Companies
Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th
September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013 and in accordance with the
accounting principles generally accepted in India. This responsibility
includes the design, implementation and maintenance of internal control
relevanttothe 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.

AUDITORSRESPONSIBILITY

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 auditors 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 Companys preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Companys
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid

financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:

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

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

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

REPORTONOTHERLEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors Report) Order, 2003 (the
Order) issued by the Central Government of India in terms of Section
227(4A) 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, 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with Accounting Standards
notified under the Act read with the General Circular 15/2013 dated
13th September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013

e. On the basis of the written representations received from the
directors as on March 31,2014, 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 Section 274(1 )(g) of
the Act.

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information.

b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
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 fixed assets during the year and the going concern status of the
Company is not affected.

2. In respect of its inventories:

a) The inventories have 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 explanations
given to us, the procedures 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) The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:

a) The Company has given loans to two subsidiaries. In respect of the
said loans, the maximum amount outstanding at any time during the year
was Rs. 20,955 crore and the year-end balance is Rs. 18,941 crore
(including interest free loan of Rs. 13,454 crore).

b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions of the
loans given by the Company, are not prima facie prejudicial to the
interest of the Company.

c) The principal amounts are repayable over a period of three to five
years, while the interest is payable annually, both at the discretion
of the Company.

d) In respect of the said loans and interest thereon, there are no
overdue amounts.

e) The Company has not taken any loan during the year from companies,
firms or other parties covered in the Register maintained under Section
301 of the Companies Act, 1956. Consequently, the requirements of
Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not
applicable.

4. 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 for the
purchases of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in such internal control
system.

5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
Section 301 of the Companies Act, 1956 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 /
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 and exceeding the value ofRs. 5,00,000 in respect
of each party during the year have been made at prices which appear
reasonable as per information available with the Company.

6. According to the information and explanations given to us, the
Company has not accepted any deposit from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company.

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1 )(d) of the
Companies Act, 1956 and are of the opinion that prima fade the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess, and other material statutory dues
have been generally regularly deposited with the appropriate
authorities. According to the information and explanations given to us,
no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2014 for a period of more than six months
from the date of becoming payable. Amounts due and outstanding for a
period exceeding 6 months as at March 31, 2014 to be credited to
Investor Education and Protection Fund of Rs. 12 crore, which are held in
abeyance due to pending legal cases, have not been considered.

b) Details of dues of Sale Tax, Custom Duty and Excise Duty which have
not been deposited as on March 31,2014 on account of disputes are given
below:

Sr. Name of the Nature
of the Amount Period to
which the Forum where
dispute is
No Statute Dues (Rs. in
amount
relates pending
crore)

1. Central
Excise Excise
Duty and 17 Various
Years from Commissioner of
Act, 1944 Service
Tax 1990-91 to
2012-13 Central Excise
(Appeals)

132 Various
years from Central Excise
& Service
1991-92 to
2012-13 Tax Appellate
Tribunal

1 1982-83 to
1985-86 Supreme Court

2. Central
Sales Tax Sales Tax
/VAT 60 Various
years from Joint/Deputy
Act,1956
and and Entry
Tax 1991-92 to
2009-10 Commissioner/
Sales Tax
Acts Commissioner
(Appeals)
of various
states

488 Various
years from Sales Tax
Appellate
1993-94 to
2008-09 Tribunal

125 Various
years High Court
from 1994-95
to 2009-10

1 2007-08 to
2008-09 Supreme Court

3. Customs Custom
Duty 20 2007-08 Central Excise
& Service
Act, 1962 Tax Appellate
Tribunal

TOTAL 844

10. 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 the audit and 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 the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks and
debenture holders.

12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/nidhi/ mutual
benefit fund/ society. Therefore, the provisions of clause (xiii) of
paragraph 4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and
contracts in respect of dealing or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the Company in its own name.

15. The Company has given guarantees for loans taken by Others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interest of
the Company.

16. The Company has raised new term loans during the year. The term
loans outstanding at the beginning of the year and those raised during
the year have been applied for the purposes for which they were raised.

17. 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 investment.

18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.

19. The Company has created securities /charges in respect of secured
debentures issued.

20. The Company has not raised any monies by way of public issues
during the year.

21. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.

For Chaturvedi & Shah For Deloitte Haskms
& Sells LLP For Rajendra & Co.

Chartered Accountants Chartered Accountants Chartered Accountants

(Registration No.
101720W) (Registration No.
117366W/W-100018) (Registration No.
108355W)

D. Chaturvedi A. B.Jani A. R. Shah

Partner Partner Partner

Membership No.: 5611 Membership No.: 46488 MembershipNo.:47166

Mumbai

Date: April 18,2014
Mar 31, 2013
We have audited the accompanying financial statements of Reliance
Industries Limited ("the Company"), which comprise the Balance Sheet as
at March 31, 2013, 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 Company in accordance with
the accounting principles generally accepted in India including
Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956 ("the Act"). This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.

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.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of Section
227(4A) 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, 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
referred to in section 211(3C) of the Act;

e. On the basis of the written representations received from the
directors as on March 31, 2013, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2013,
from being appointed as a director in terms of Section 274(1)(g) of the
Act.

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information.

b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
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 fixed assets during the year and the going concern status of the
Company is not affected.

2. In respect of its inventories:

a) The inventories have 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 explanations
given to us, the procedures 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) The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by
the Company to / from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:

a) The Company has given loans to two subsidiaries. In respect of the
said loans, the maximum amount outstanding at any time during the year
was Rs. 20,316 crore and the year-end balance is Rs. 18,226 crore
(including interest free loan of Rs. 13,944 crore).

b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions of the
loans given by the Company, are not prima facie prejudicial to the
interest of the Company.

c) The principal amounts are repayable over a period of three to five
years, while the interest is payable annually at the discretion of the
Company.

d) In respect of the said loans and interest thereon, there are no
overdue amounts.

e) The Company has not taken any loan during the year from companies,
firms or other parties covered in the Register maintained under Section
301 of the Companies Act, 1956. Consequently, the requirements of
Clauses (iii)

(f) and (iii) (g) of paragraph 4 of the Order are not applicable.

4. 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 for the
purchases of inventory and fixed assets and for 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.

5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
Section 301 of the Companies Act, 1956 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 /
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in
respect of each party during the year have been made at prices which
appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the
Company has not accepted any deposit from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company.

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess, and other statutory dues have
been generally regularly deposited with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2013 for a period of more than six months
from the date of becoming payable. Amounts due and outstanding for a
period exceeding

6 months as at March 31, 2013 to be credited to Investor Education and
Protection Fund of Rs. 10 crore, which are held in abeyance due to
pending legal cases, have not been considered.

b) The disputed statutory dues aggregating Rs. 1,035 crore that have
not been deposited on account of disputed matters pending before
appropriate authorities are as under:

Sr. Name of Nature Amount Period to which Forum
No the Statute of the Dues (Rs. in the amount
relates where dispute
crore) is pending

1. Central Excise Excise Duty
and 17 Various years
from Commissioner
of
Act, 1944 Service Tax 1995-96 to
2010-11 Central Excise
(Appeals)

111 Various years
from Central Excise
1991-92 to
2010-11 & Service Tax
Appellate
Tribunal

1 Various years
from High Court
1982-83 to
1985-86

2. Central Sales
Tax Sales Tax/
VAT 60 Various years
from Joint/Deputy
Act, 1956 and and Entry
Tax 1991-92 to
2009-10 Commissioner/
Sales Tax Acts Commissioner
of various
states (Appeals)

450 Various years
from Sales Tax
Appellate
1993-94 to
2008-09 Tribunal

125 Various years High Court
from 1994-95 to
2009-10

1 2007-08 to
2008-09 Supreme Court

3. Customs Custom Duty 15 2007-08 Joint/Deputy
Act, 1962 Commissioner/
Commissioner
(Appeals)

255 2007-08 Central Excise
& Service Tax
Appellate
Tribunal

TOTAL 1,035

10. 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 the audit and 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 the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks and
debenture holders.

12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual
benefit fund / society. Therefore, the provisions of clause (xiii) of
paragraph 4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and
contracts in respect of dealing or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the Company in its own name.

15. The Company has given guarantees for loans taken by Others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interest of
the Company.

16. The Company has raised new term loans during the year. The term
loans outstanding at the beginning of the year and those raised during
the year have been applied for the purposes for which they were raised.

17. 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 investment.

18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.

19. The Company has created securities / charges in respect of secured
debentures issued.

20. The Company has not raised any monies by way of public issues
during the year.

21. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.

For Chaturvedi &
Shah For Deloitte Haskins
& Sells For Rajendra & Co.

Chartered Accountants Chartered Accountants Chartered Accountants

(Registration No.
101720W) (Registration No.
117366W) (Registration No.
108355W)

D. Chaturvedi A. Siddharth A. R. Shah

Partner Partner Partner

Membership No.: 5611 Membership No.: 31467 Membership No.:47166

Mumbai

Date : April 16, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of RELIANCE INDUSTRIES
LIMITED as at March 31, 2012, the Statement of Profit and Loss and the
Cash Flow Statement for the year ended on that date annexed thereto.
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 the 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 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 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies 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 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 account, as required by law, have
been kept by the Company, so far as appears from our examination of
those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report are in compliance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956.

e) On the basis of written representations received from the Directors
as on March 31, 2012 and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as on March 31, 2012
from being appointed as a director in terms of clause (g) of sub -
section (1) of Section 274 of the Companies Act, 1956;

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 and notes thereon give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;

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

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

Annexure to Auditors-Report

Referred to in Paragraph 3 of our report of even date

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information.

b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
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 fixed assets during the year and the going concern status of the
Company is not affected.

2. In respect of its inventories:

a) The inventories have 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 explanations
given to us, the procedures 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) The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by
the Company to / from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:

a) The Company has given loans to two subsidiaries. In respect of the
said loans, the maximum amount outstanding at any time during the year
was Rs 10,254 crore and the year-end balance is Rs 10,239 crore
(including interest free loan of Rs 6,615 crore).

b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions of the
loans given by the Company, are not prima facie prejudicial to the
interest of the Company.

c) The principal amounts are repayable over a period of three to five
years, while the interest is payable annually at the discretion of the
Company.

d) In respect of the said loans and interest thereon, there are no
overdue amounts.

e) The Company has not taken any loan during the year from companies,
firms or other parties covered in the Register maintained under Section
301 of the Companies Act, 1956. Consequently, the requirements of
Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not
applicable.

4. 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 for the
purchases of inventory and fixed assets and for 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.

5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
Section 301 of the Companies Act, 1956 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 /
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs 5,00,000 in
respect of each party during the year have been made at prices which
appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the
Company has not accepted any deposit from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company.

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess, and other statutory dues have
been generally regularly deposited with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2012 for a period of more than six months
from the date of becoming payable. Amounts due and outstanding for a
period exceeding 6 months as at March 31, 2012 to be credited to
Investor Education and Protection Fund of Rs 9 crore, which are held in
abeyance due to pending legal cases, have not been considered.

b) The disputed statutory dues aggregating Rs 828 crore that have not
been deposited on account of disputed matters pending before
appropriate authorities are as under:

Sr. Name of Nature of Amount Period to Forum where
No the Statute the Dues (Rs. in which the dispute is
crore) amount pending
relates

1. Central
Excise Excise Duty 19 Various
years Commissioner of
Act, 1944 and Service from
1995-96 Central Excise
Tax to 2010-11 (Appeals)

104 Various
years Central Excise
from
1991-92 & Service Tax
to 2010-11 Appellate
Tribunal

2. Central
Sales Tax Sales Tax/ 40 Various
years Joint/Deputy
Act,
1956 and VAT and from
1991-92 Commissioner/
Sales
Tax Acts Entry Tax to 2009-10 Commissioner
of various
states (Appeals)

26 Various
years Sales Tax
from
1993-94 Appellate
to 2009-10 Tribunal

398 Various
years High Court
from
1997-98
to 2009-10
1 2007-08 Supreme Court

3. Customs
Act, Custom Duty 240 2005-06 Central Excise
1962 and 2007-08 & Service Tax
Appellate
Tribunal

TOTAL 828

10. 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 the audit and 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 the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks and
debenture holders.

12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual
benefit fund / society. Therefore, the provisions of clause (xiii) of
paragraph 4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and
contracts in respect of dealing or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the Company in its own name.

15. The Company has given guarantees for loans taken by Others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interest of
the Company.

16. The Company has raised new term loans during the year. The term
loans outstanding at the beginning of the year and those raised during
the year have been applied for the purposes for which they were raised.

17. 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 investment.

18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.

19. The Company has created securities / charges in respect of secured
debentures issued.

20. The Company has not raised any monies by way of public issues
during the year.

21. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.

For Chaturvedi & Shah For Deloitte Haskins & Sells For Rajendra & Co.

Chartered Accountants Chartered Accountants Chartered Accountants

(Registration
No. 101720W) (Registration No. 117366W) (Registration No.
108355W)

D. Chaturvedi A. Siddharth A. R. Shah
Partner Partner Partner
Membership No.: 5611 Membership No.: 31467 Membership No.:47166

Mumbai

Date : April 20, 2012
Mar 31, 2011
Mar 31, 2010
Nov 21, 12:00 am
28,334.63
267.07
[+0.95%]
Nov 21, 4:10 pm
8,477.35
75.45
[+0.90%]
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