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Auditor Report of GP Petroleums Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of GP Petroleums Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the 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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 have taken into account the provisions of the Act and the rules made thereunder including the accounting standard and matters which are required to be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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 the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the financial statements.

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, of the state of affairs of the Company as at 31st March, 2015, and its profit and its 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, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Act, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in its financial statements.

ii. The Company has made provisions as at March 31, 2015, as required under the applicable law or accounting standard, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31,2015.

Referred to in paragraph 9 of the Independent Auditors' Report of even date to the members of GP Petroleums Limited on the financial statements as of and for the year ended March 31,2015, we report that

I. a) The company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regards to the size of the company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

II. a) The inventory, including stocks with certain third parties,

has been physically verified by the Management during the year. In respect of inventory lying with third party, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory reports, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

III. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act.

IV. 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 purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

V. The company has not accepted any deposits from the public within the meaning of Sections 73 & 74 of the act and the rules framed thereunder to the extent notified.

VI. We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the rules made by the central government of India, the maintenance of cost records has been specified under subsection (1) of the Section 148 of the act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

VII. (a) According to information and explanations given to us

and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues, including provident fund, employee state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to information and explanation given to us and the records of the company examined by us, the particulars of dues in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess as at March 31st 2015 which have not been deposited on account of a dispute, are as follows:

Name of Statute Nature of Dues Amount

Central Sales Tax, 1956 Central Sales Tax, and local 3,19,61,391 and Local Sales Tax Act sales tax

Customs Act, 1965 Custom Duty 6,85,53,884

44,17,377

Name of Statute Period to which the Forum where the dispute amount relates is pending

Central Sales Tax, 1956 2003-04, 2004-05, First Appellate 2005- 06 and 2010-11 Authorities

Customs Act, 1965 2012-13 High Court

2010-11,2011-12 Departmental Authorities

c) The amount required to be transferred to investor's education and protection fund has been transferred with in the stipulated time in accordance with the provisions of the companies act, 2013 and the rules made thereunder.

VIII. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

IX. According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holder as at the balance sheet date.

X. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

XI. In our opinion, and according to the information and explanations given to us, the terms loans have been applied, on an overall basis, for the purposes for which they were obtained.

XII. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have been informed of any such case by the Management.

For PNG & Co. Chartered Accountants Firm Registration No.021910N

Prabhat Kumar Place: Mumbai Partner Date : 28 May, 2015 Membership No. 087257


Mar 31, 2014

We have audited the accompanying financial statements of Sah Petroleums Limited (the Company) which comprise the Balance Sheet as at 31st March, 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.

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 Standards referred to in sub-section (3C) of section 211 of 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. 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 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 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s 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 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 31st March, 2014;

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") as amended by "the Companies (Auditor''s Report) (Amendment) Order, 2004", issued by the Central Government of India in terms of sub-section (4A) of Section 227 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, 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 comply with the Accounting Standards referred to in sub - section (3C) of section 211 of the Companies Act, 1956 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

e) on the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT:

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) All the Fixed assets have not been physically verified by management during the year but there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year the company has not disposed off a substantial part of its fixed assets.

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

b) 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 is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records.

iii. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

iv. 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 purchase of inventory and fixed assets and for the sale of goods. We have not observed any major weakness in the internal control system during the course of audit.

v. Based on the audit procedures applied by us and according to the information and explanations provided by the management, there are no transactions during the year that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public. Therefore, the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

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

viii. We have broadly reviewed the basic 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.

ix. a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the records of the Company, the dues outstanding of Sales Tax and Custom Duty on account of any dispute are as follows:

Name of Statute Nature of Dues Amount (Rs.)

Central Sales Tax, 1956 Central Sales Tax, Local 4,15,75,724 and Sales Tax (including Value 3,06,00,650 Local Sales Tax Act Added) 2005-06

Customs Act, 1965 Custom Duty 6,85,53,884

44,17,377

Name of Statute Period to which the Forum where the dispute amount relates is pending

Central Sales Tax, 1956 2003-04 Appellate Tribunal and 2003-04, 2004-05, Departmental Authorities Local Sales Tax Act

Customs Act, 1965 2012- 13 High Court

2010-11, 2011-12 Departmental Authorities

x. The Company has no accumulated losses as at 31st March, 2014 and has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

xi. Based on the examination of the books of account and related records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank.

xii. In our opinion and 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/nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 are not applicable to the company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

xv. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. On the basis of an overall examination of the Balance Sheet of the company, in our opinion, there are no funds raised on short-term basis which have been used for long-term investment.

xvii. The Company has not made any Preferential Allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, during the year.

xviii. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

xix. The Company has not raised any money by public issue during the year.

For N.D.DAGA & CO. Firm Registration No.101993 W Chartered Accountants

N.D.Daga Proprietor Membership No. 9921

Mumbai. Date : 30th May, 2014


Mar 31, 2012

1. We have audited the attached Balance Sheet of Sah Petroleum's Limited as at 31st March, 2012, the related statement of Profit and Loss for the year ended on that date annexed thereto, and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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 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 the 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 the 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 Company Law Board in terms of Section 227 (4A) 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 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 the 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 comply with the accounting standards referred to in sub-section (3 C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as director in terms of section 274 (1)(g) of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, they 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 31st March, 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 Cash Flow Statement, of the cash flows for the year ended on that date.

i. (a) The company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) All the Fixed assets have not been physically verified by management during the year but there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year the company has not disposed off a substantial part of its fixed assets.

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

(b) 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 is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to books records.

iii. The Company has neither granted nor taken, during the year, any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, no major weakness has been noticed in these internal controls.

v. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. .

vi. The Company has not accepted any deposits from public within the meaning of Section 58A & 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

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

viii. We have broadly reviewed the basic 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.

ix. (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it There were no arrears as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) On the basis of our examination of the documents and records, there are no dues of Income Tax, Wealth Tax, Service Tax, Customs duty and Cess which have not been deposited on account of any dispute. The particulars of Sales tax as on 31st March 2012 which have not been deposited on account of disputes is as follows: '

Name of Statute Nature of Dues Amount (Rs.)

Central Sales Tax, Central Sales Tax, 4,15,75,724 1956 and Sales Tax Local Sales Tax and Acts of various States Commercial Tax 8,84,07,98



Name of Statute Period to which the Forum where the amount relates dispute is pending

Central Sales Tax 2003-04 Appellate Tribunal 1956 and Sales Tax 1996-97, 2003-04 to Departmental Acts of Various states 2005-06, 2007-08, 2010-11 Authorities

x. The Company has no accumulated losses as at 31st March, 2012 and has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

xi. Based on the examination of the books of account and related records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the banks.

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. The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, 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. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, during the year.

xvi. On the basis of an overall examination of the Balance Sheet of the company, in our opinion, there are no funds raised on short- term basis which have been used for long-term investment.

xvii. The Company has not made any Preferential Allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, during the year.

xviii. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have,we been informed of such case by the Manager.

xix. The Company has not raised any money by public issue during the year.

For N.D.DAGA & CO.

Firm Registration No. 101993 W

Chartered Accountants

N.D. Daga

Proprietor

Membership No. 9921

Mumbai.

Date: 30th May, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Sah Petroleums Limited as at 31st March, 2011, the related Profit and Loss Account for the year ended on that date annexed thereto, and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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 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 the 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 the 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 Company Law Board in terms of Section 227 (4A) 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 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 the 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 comply with the accounting standards referred to in sub-section (3 C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as director in terms of section 274 (1 )(g) of the Act;

f) In our opinion and to the best of our information and according to explanations given to us, the said financial statements together with notes thereon give the information required by the Companies Act, 195,6, 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 31st March, 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 Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARA I:

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

(b) All the Fixed assets have not been physical)/verified by management during the year but there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year the company has not disposed off a substantial part of its fixed assets.

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

(b) 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 is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to books records.

iii. The Company has neither granted nor taken, during the year, any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, no major weakness has been noticed in these internal controls.

v. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

vi. The Company has not accepted any deposits from public within the meaning of Section 58A & 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

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

viii. The Central Government has not prescribed the maintenance of cost records by the Company under Section 209(1) (d) of the Companies Act, 1956 for any of its products.

ix. (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. There were no arrears as at 31 st March 2011 for a period of more than six months from the date they became payable.

(b) On the basis of our examination of the documents and records, there are no dues of Income Tax, Wealth Tax, Service Tax, Customs duty and Cess which have not been deposited on account of any dispute. The particulars of Sales tax as on 31 st March 2011 which have not been deposited on account of disputes is as follows:

Name of Statute Nature of Dues Amount Period to which the Forum where the (Rs.) amount relates dispute is pending

Central Sales Tax, 1956 and Central Sales Tax, Local Sales 41,575,724 2003-04 Appellate Tribunal Sales Tax Acts of various States Tax and Commercial Tax 89,503,356 1996-97, 2003-04 to Departmental 2005-06, 2007-08, 2010-11 Authorities

x. The Company has no accumulated losses as at 31 st March, 2011 and has not incurred any cash losses in the financial year ended on that date but had incurred cash losses during the immediately preceding financial year.

xi. Based on the examination, of the books of account and related records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the banks.

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. The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, 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. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or ffnancial institutions, during the year.

xvi. On the basis of an overall examination of the Balance Sheet of the company, in our opinion, ¦there are no funds raised on short-term basis which have been used for long-term investment.

xvii. The Company has not made any Preferential Allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, during the year.

xviii. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor.have we been informed of such case by the Manager.

xix. The Company has not raised any money by public issue during the year.

For N.D.DAGA & CO.

Firm Registration No. 101993 W

Chartered Accountants

N.D.Daga

Proprietor

Mumbai. 12.08.2011 Membership No. 9921


Mar 31, 2010

1. We have audited the attached Balance Sheet of Sah Petroleums Limited as at 31st March, 2010, the related Proft and Loss Account for the year ended on that date annexed thereto, and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These fnancial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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 fnancial statements are free of material misstatement. An audit includes examining, on the test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by the management, as well as evaluating the overall fnancial 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 Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 the 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, Proft 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, Proft and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3 C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the directors as on March 31, 2009 and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2010 from being appointed as director in terms of section 274 (1)(g) of the Act;

f) In our opinion and to the best of our information and according to explanations given to us, the said fnancial statements together with 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 31st March, 2010;

ii. In the case of the Proft and Loss Account, of the Loss for the year ended on that date; and

iii. In the case of Cash Flow Statement, of the cash fows for the year ended on that date.

ANNEXURE REFERRED TO IN PARA I:

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

(b) All the Fixed assets have not been physically verifed by management during the year but there is regular programme of verifcation which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verifcation.

(c) During the year the company has not disposed off a substantial part of its fxed assets.

ii. (a) The inventory (excluding stocks with third parties) has been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

(b) The procedures of physical verifcation 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 is maintaining proper records of inventory. No material discrepancies have been noticed on physical verifcation of stocks as compared to books records.

iii. The Company has not granted or taken any loans, secured or unsecured, to or from companies, frms or other parties covered in the register maintained under section 301 of the Act.

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, for the purchase of inventory and fxed assets and for the sale of goods. During the course of audit, no major weakness has been noticed in these internal controls.

v. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

vi. The Company has not accepted any deposits from public within the meaning of section 58A of the Companies Act, 1956, read with Companies Acceptance of Deposit Rules(1975). Accordingly, the provisions of clause 4(vi) of the Companies (Auditor’s Report) Order 2003 is not applicable to the company.

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

viii. The Central Government has not prescribed the maintenance of cost records by the Company under section 209(1)(d) of the Companies Act, 1956 for any of its products.

ix. (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues applicable to it. There were no arrears as at 31st March 2010 for a period of more than six months from the date they became payable.

(b) On the basis of our examination of the documents and records, there are no dues of Income Tax, Wealth Tax, Customs duty and Cess which have not been deposited on account of any dispute. The particulars of Sales tax as at 31st March 2010 which have not been deposited on account of disputes is as follows

Name of statute Nature of Dues Amount Rs. Period

MP Commercial Tax Act, 1944 Commercial Tax 153,855 1996-97

UP Commercial Tax Act, 1948 Commercial Tax 523,360 2007-08

BST Act 1959 & CST Act 1956 Sales Tax 41,474,428 2003-04

CST Act 1956 Sales Tax 3,124,568 2003-04

CST Act 1956 Sales Tax 4,654,762 2004-05

CST Act 1956 Sales Tax 57,668,891 2005-06

Bihar Commercial Tax Act, 1981 Commercial Tax 589,003 2003-04

Bihar Commercial Tax Act, 1981 CST Tax 12,573 2003-04

M.P. VAT Act, 2002 VAT 764,098 2006-07



Name of statute Forum where the dispute is pending

MP Commercial Tax Dy. Commissioner of Commercial Tax, Act, 1944 Indore

UP Commercial Tax Asst. Commissioner of Trade Tax Act, 1948 Squad Unit-I, Moradabad

BST Act 1959 & CST Sales Tax Tribunal, Mumbai Act 1956

CST Act 1956 Commissioner of Sales Tax, Daman

CST Act 1956 Commissioner of Sales Tax, Daman

CST Act 1956 Commissioner of Sales Tax, Daman

Bihar Commercial Dy. Commissioner of Commercial Tax, Tax Act, 1981 Jamshedpur

Bihar Commercial Dy. Commissioner of Commercial Tax, Tax Act, 1981 Jamshedpur

M.P. VAT Act, 200 Appellate Authority, Indore



x. The Company has no accumulated losses at the end of the fnancial year and it has incurred cash losses during the year but not in the immediately preceding fnancial year.

xi. Based on the examination of the books of account and related records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the banks.

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

xiii.The company is not a chit fund or a nidhi mutual beneft fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order 2003 are not applicable to the company. xv. According to the information and explanation given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. On the basis of an overall examination of the Balance Sheet of the company, in our opinion, there are no funds raised on short-term basis which have been used for long-term investment.

xvii. The Company has not made Preferential Allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xviii. We have verifed the end use of money raised by Preferential Allotment of shares as disclosed in the notes to accounts. ( Note 3 of Schedule 21)

xix. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

xx. The Company has not raised any money by way of public issue during the year.

For N.D.DAGA & CO.

Firm Registration No.101993 W Chartered Accountants

N.D. Daga

Proprietor Mumbai. 10.08.2010 Membership No. 9921

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