To

The Shareholders of DUTRON POLYMERS LIMITED

OPINION

We have audited the accompanying Standalone financial statements ofM/s. Dutron Polymers Limited ("the Company") which comprises the BalanceSheet as at 31st March 2019 the Statement of Profit and Loss Statement of Changes inthe Equity and Statement of Cash Flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2019 and the Statement of Profit & Loss theStatement of Changes in Equity and Statement of Cash Flows for the year ended on thatdate.

BASIS OF OPINION

We conducted our audit by the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

RESPONSIBILITY OF MANAGEMENT FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone financial statements that give a true and fair view ofthe financial position financial performance changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateimplementation and maintenance of accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing thecompany's financial reporting process.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken based on these financial statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the Annexure – A astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.

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

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for our audit.

b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books .

c. The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion those above standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.

e. Based on the written representations received from the directors ason 31st March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164 (2) of the Act.

f. Concerning the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in Annexure - B.

g. Concerning the other matters to be included in the Auditor'sReport by Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and tothe best of our information and according to the explanations given to us:

i) The Company does not have any pending litigations which would impactits financial position.

ii) The Company did not have any long-term contracts includingderivative contracts for which there were any foreseeable material losses.

iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

Annexure - A to Independent Auditors' Report

(Referred to in paragraph 2(f) ‘Report of Other Legal andRegulatory Requirements' of our Independent Auditors' Report of even date)

1. Fixed Assets:

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

(b) The Company has a regular programme for physical verification offixed assets in a phased periodic manner which in our opinion is reasonable havingregards to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such verification.

(c) According to information and explanations given by the managementthe title deeds / lease deeds of immovable properties including Plant & Equipment areheld in the name of the Company.

2. The management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies were noticed on suchphysical verification.

3. Loans:

(a) The Company has granted loans to parties covered in the registermaintained under section 189 of the Companies Act 2013. In our opinion and according tothe information and explanations provided to us the terms and conditions of the grant ofsuch loans are prima facie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest hasbeen stipulated for the loans granted and the repayment/receipts are regular.

(c) The Principal and interest are not overdue in respect of loansgranted to companies firms or other parties listed in the register maintained undersection 189 of the Companies Act 2013 which are overdue for more than ninety days.

4. In our opinion and according to the information and explanationsprovided to us provisions of section 185 and 186 of the Companies Act 2013 and inrespect of loans to directors including entities in which they are interested and inrespect of loans and advances given investments made guarantees given and securitiesgiven have been complied with by the Company.

5. The Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order do not apply to theCompany.

6. We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 related to the manufacturingactivities and are of the opinion that prima facie the specified accounts and recordshave been made and maintained. We have however not made a detailed examination of thesame.

7. Statutory Dues:

(a) The Company is generally regular in depositing with appropriateauthorities undisputed statutory dues including Provident Fund Employees' StateInsurance Income-Tax Sales-Tax Goods and Services Tax Service Tax Duty of CustomDuty of Excise Value Added Tax Cess and Other Statutory Dues applicable to it.

(b) According to the information and explanations provided to us noundisputed amounts payable in respect of Provident Fund Employees' State InsuranceIncome-Tax Service Tax Sales-Tax Goods and Services Tax Duty of Custom Duty ofExcise Value Added Tax Cess and Other Statutory Dues were outstanding at the year endfor a period of more than six months from the date they became payable.

(c) According to the records of the Company there are no dues ofIncome-Tax Sales-Tax Service Tax Duty of Custom Duty of Excise Value Added Tax Goodsand Service Tax and Cess which have not been deposited on 31st March 2019 on account ofany dispute.

8. In our opinion and according to the information and explanationsprovided by the management the Company has not defaulted in repayment of loans orborrowing to a financial institution bank or government or dues to debenture holders.

9. In our opinion and according to the information and explanationsprovided by the management the Company has utilised the monies raised by way of debtinstruments and term loans for the purposes for which they were raised.

10. Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the Financial Statements and according to theinformation and explanations provided by the management we report that no fraud by theCompany or no fraud on the Company by the officers and employees of the Company has beennoticed or reported during the year.

11. According to the information and explanations provided by themanagement the managerial remuneration has been paid/provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

12. In our opinion the Company is not a Nidhi Company. Therefore theprovisions of clause 3(xii) of the Order do not apply to the Company and hence notcommented upon.

13. According to the information and explanations provided by themanagement transactions with the related parties comply with section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements as required by the applicable accounting standards.

14. According to the information and explanations provided to us and onan overall examination of the balance sheet the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence reporting requirements under clause 3(xiv) of the Orderare not applicable to the Company and not commented upon.

15. According to the information and explanations provided by themanagement the Company has not entered into any non-cash transactions with Directors orpersons connected with him as referred to in section 192 of Companies Act 2013.

16. According to the information and explanations provided to us theprovisions of section 45-IA of the Reserve Bank of India Act 1934 do not apply to theCompany.

REPORT ON INTERNAL FINANCIAL CONTROLS

[Under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 ("the Act")]

We have audited the internal financial controls over financialreporting of Dutron Polymers Limited ("the Company") as of 31st March 2019 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal controls stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness.

Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for my /our audit opinion on the Company's internalfinancial control system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that

1. pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

2. provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

3. Provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assetsthat could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIALREPORTING

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequateinternal financial control system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2019 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.