1.  We have audited the attached Balance Sheet of RELIANCE INDUSTRIES
 LIMITED as at March 31, 2011, the Profit and Loss Account and the Cash
 Flow Statement for the year ended 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.
 
 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 (Auditors 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, 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 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, 2011 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on March 31, 2011
 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, 2011;
 
 (ii) in the case of the 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 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.  7,196.72 crore and the year-end balance is Rs. 6,997.07 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 on demand and there is no
 repayment schedule. The interests is payable on demand.
 
 d) In respect of the said loans, the same are repayable on demand and
 therefore the question of overdue amounts does not arise. In respect of
 interest, 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.  The Central Government has prescribed maintenance of cost records
 under Section 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 not, however, carried
 out a detailed examination of the same.
 
 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, 2011 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, 2011 to be credited to
 Investor Education and Protection Fund of Rs. 7.81 crore, which are
 held in abeyance due to pending legal cases, have not been considered.
 b) The disputed statutory dues aggregating Rs. 1,201.74 crore that have
 not been deposited on account of disputed matters pending before
 appropriate authorities are as under:
 
 Sr.  Name of          Nature of      Amount 
 No   the Statute      the Dues      (Rs in
                                      crore)
 
 1.  Income Tax       Income-Tax      605.41
     Act, 1961       (TDS) / Penalties
 
 2.  Central Excise   Excise Duty      16.91
     Act, 1944        and Service
                       Tax
 
                                       85.50
 
 3. Central Sales Tax  Sales Tax/      34.41
    Act, 1956 and      VAT and
    Sales Tax Acts     Entry Tax
    of various states
 
                                       29.61
 
                                      394.11
 
                                        0.90
 
 4. Customs Act,      Custom Duty      34.89
     1962
 
     TOTAL                           1201.74
 
 
 
 Name of the Statue      Period to         Forum where
                         which the         dispute is
                         amount            pending
                         relates
 
 Income Tax
 Act, 1961             Various years      Commissioner of
                       from 2007-08       Income-Tax
                       to 2009-10         (Appeals)
 
 Central Excise
 Act, 1944             Various years      Commissioner of
                       from 1995-96       Central Excise
                       to 2010-11         (Appeals)
 
                       Various years      Central Excise
                       from 1991-92       & Service Tax
                       to 2009-10         Appellate
                                          Tribunal
 
 Central Sales Tax
 Act, 1956 and
 Sales Tax Acts
 of various states     Various years      Joint/Deputy
                       from 1991-92       Commissioner/
                       to 2009-10         Commissioner
                                            (Appeals)
 
                       Various years      Sales Tax
                       from 1993-94       Appellate
                       to 2009-10         Tribunal
 
                       Various years      High Court
                       from 1997-98
                       to 2009-10
 
 Customs Act,
 1962                  2007-08            Supreme Court
                       2005-06            Central Excise
                       and 2007-08        & Service Tax
                                          Appellate
                                          Tribunal
 
 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 terms 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
 April 21, 2011