Reliance Chemotex Industries Ltd Auditors Report.

To The Members of Reliance Chemotex Industries Limited Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial Statement of Reliance Chemotex Industries Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounfing policies and other explanatory informafion. Managements Responsibility for the Financial Statements The Companys Board of Directors is responsible for the matters stated in Sectton 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparatton of these Ind AS financial statements that give a true and fair view of the state of affairs(financial positton), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounfing principles generally accepted in India, including the Indian Accounfing Standards (Ind AS) prescribed under secfion 133 of the Act.

This responsibility also includes maintenance of adequate accounfing records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevenfing and detecfing frauds and other irregularifies; selecfion and applicafion of appropriate accounfing policies making judgments and esfimates that are reasonable and prudent; and design, implementafion and maintenance of adequate internal financial controls, that were operafing effecfively for ensuring the accuracy and completeness of the accounfing records, relevant to the preparafion and presentafion of the Ind AS 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 Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounfing and audifing 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 of the Ind AS financial statements in accordance with the Standards on Audifing specified under Secfion 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparafion of the Ind AS 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 evaluafing the appropriateness of the accounfing policies used and the reasonableness of the accounfing esfimates made by the Companys Directors, as well as evaluafing the overall presentafion of the Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our informafion and according to the explanafions given to us, the aforesaid Ind AS financial statements give the informafion required by the Act in the manner so required and give a true and fair view in conformity with the accounfing principles generally accepted in India including the Ind AS, of the state of affairs (financial posifion) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparafive financial informafion of the Company for the year ended 31st March 2017 and the transifion date opening Balance Sheet as at 1st April 2016 included in these Ind AS financial Statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounfing Standards) Rule, 2006 audited by G.P. Kejriwal & Co. Chartered Accountants for the year ended 31.03.2016 and 31.03.2017, whose reports dated 24.05.2016 and 27.05.2017 respecfively expressed an unmodified opinion on those financial statements as adjusted for the differences in the accounfing principles adopted by the Company on transifion to the Ind As, which have been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of Secfion 143(11) of the Act, we give in "Annexure A"

a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Secfion 143(3) of the Act, we report that:

a) We have sought and obtained all the informafion and explanafions 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 examinafion of those books.

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

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounfing Standards prescribed under secfion 133 of the Act.

e) On the basis of the written representafions received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Secfion 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporfing of the Company and the operafing effecfiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informafion and according to the explanafions given to us:

i. The Company has disclosed the impact of pending lifigafions on its financial posifion in its Ind AS financial statements;

ii. As per informafion & explanafion given to us the Company did not have any long term contracts including derivafive contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amount, required to be

transferred to the investor educafion and protecfion fund by the company.

For Jain Pramod Jain & Co.

Chartered Accountants (Firm Registrafion No. 016746N)

(P.K.JAIN)

Partner M No.010479

Date: 17th May, 2018

Place : Mumbai

"Annexure A" to the Independent Auditors Report

Industries Limited (Referred to in Paragraph 1 under the heading of "Report

on Other Legal and Regulatory Requirements" of our report of even date)

i. (a) The Company has maintained proper records showing full particulars

including quantitative details and situation of fixed assets;

(b) Fixed assets have been physically verified by the management according to the regular programme of periodical verification in phased manner designed to cover all items over a period of 3 years, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed 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. The inventories of the Company at all its locations (except stock in transit) have been physically verified by the management at reasonable intervals and the discrepancies which were noticed on physical verification of inventory as compared to book records were not material;

iii. The Company has not granted any loan to companies, firms, or other parties covered in the Register maintained under section 189 of the Act. Therefore the provisions of clause 3 (iii) of the order are not applicable to the company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, the company has complied with provisions of section 185 and 186 of the Companies Act, 2013 with respect of loans, investments, guarantees and securities. .

v. The Company has not accepted any deposit from public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that, prima-facie, prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete;

vii. (a) According to the information and explanations and records of the

Company, the company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Sales tax, Service tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. There are no arrears of outstanding statutory dues for a period of more than six months from the date they became payable as on 31st March, 2018;

(b) According to the records and information and explanations given to us, there are no dues in respect of custom duty that have not been deposited on account of any dispute. In our opinion and according to the information and explanations given to us, the dues in respect of income tax or sales tax or service tax or excise duty or value added tax that have not been deposited with the appropriate authority on account of dispute and the forum where the dispute is pending are given below:

viii. The Company has not defaulted in repayment of loans or borrowings to a financial institution, banks or government.

ix. In our opinion the term loans have been applied for the purpose for which

the loans were raised,

Nature of Statute Nature of dues Amount involved in Rs. Period to which it relates to (Year ended) Forum where dispute is pending
Income Tax Act 1961 Income

Tax

1,54,33,480 FY 2011-12 The Commissioner of Income Tax, Appeals Kolkata
Income Tax Act 1961 Income

Tax

5,56,540 FY 2013-14 The Commissioner of Income Tax, Appeals Kolkata
Service Tax Act Service

Tax

2,40,837 16.07.2017 to

16.10.2018

The Asst. commissioner (Appeals ) Central Excise, Udaipur
Central Excise Act Excise

Duty

23,567 FY 1979-80 The Asst. Commissioner Central Excise, Udaipur
Central Excise Act Excise

Duty

60,73,552 FY 2012-13 to 2015-16 Commissioner (Appeals) Jodhpur

x. Based upon the audit procedure performed and information and

explanation given to us, we report that no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the course of our audit.

xi. Managerial Remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of Section 197 read with schedule V of the Companies Act, 2013.

xii. Provision of Nidhi Company is not applicable to the Company..

xiii. According to the information and explanation give to us and based on our examination of the records of the company, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the financial statements, etc as required by the applicable accounting standard.

xiv. The company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year under review.

xv. The company has not entered into any non-cash transaction with Directors or persons connected with him.

xvi. The company is not required to be registered under section 45-1A of the Reserve Bank of India Act 1934.

For Jain Pramod Jain & Co.

Chartered Accountants (Firm Registration No. 016746N)

(P.K.JAIN)

Partner M No.010479

Date: 17th May, 2018

Place : Mumbai

Annexure "B" To The Independent Auditors Report of Even Date on The Standalone Financial Statements of Reliance Chemotex Industries Limited.

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

We have audited the internal financial controls over financial reporting of Reliance Chemotex Industries Limited. as at March 31,2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The companys Management is responsible for establishing and maintaining internal financial controls 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 "the Internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India." 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 companys 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 Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with Guidance note on Audit of Internal Financial Controls over Financial Reporting (the" Guidance Note" ) and the Standard on Auditing, issued by ICAI 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 and 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 auditors judgement, including the assessment of the risks of material misstatement of the financial statement, 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 Companys Internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys 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 Companys internal financial control over financial reporting includes those policies and procedures that

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

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statement 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 companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitation 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 respect, an adequate internal financial controls systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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 Jain Pramod Jain & Co.

Chartered Accountants (Firm Registration No. 016746N)

(P.K.JAIN)

Partner M No.010479

Date: 17th May, 2018

Place : Mumbai