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Auditor Report of Gujarat State Petronet Ltd.

Mar 31, 2016

To,

The Members

Gujarat State Petro net Limited Gandhi agar

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Gujarat State Petronet Limited (‘the Company’), which comprise the balance sheet as at 31st March 2016, 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 Standalone 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 and presentation of these standalone 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing 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 in accordance with the Standards on Auditing specified under Section 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 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. 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, 2016 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, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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 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 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 Standalone 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. As the Company is a Government Company in terms of notification number: G.S.R. 463(E) Dated 5th June, 2015, issued by Ministry of Corporate Affairs the sub section (2) of section 164 of the Act is not applicable.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g. 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 on its financial position in its financial statements - Refer Note 25(a) to the financial statements.

ii) The Company has made provisions as at 31st March, 2016, as required under the applicable law or accounting standards, 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.

3. As required by section 143 (5) of the Act, we give in “Annexure C”, A statement on matters specified by the Comptroller and Auditor General of India for the Company.

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the Standalone financial statements for the year ended 31st March 2016, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

2. (a) The management has conducted the physical verification of inventory at reasonable intervals.

(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Therefore, the provisions of Clause 3 (a) (b) and (c) of the said order are not applicable to the company.

4. According to the information and explanations given to us, the Company has granted Corporate Guarantees of Rs, 6500.00 Lakhs in respect of its Two Subsidiaries and of Rs, 50,000.00 Lakhs (executed jointly & severely with Associates) in respect of One Associate.

5. The Company has not accepted any deposits from the Public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable..

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the order made by the Central Government of India for the maintenance of cost records under section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, carried out a detailed examination of the records to ascertain whether they are accurate or complete.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed Statutory dues including Provident fund, income-tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31st March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, particulars of dues on, income tax, duties of excise, and service tax as at 31st March, 2016 which have not been deposited on account of dispute are as follows :

Nature of Statute

Nature of Dues

Amount C in Lakhs)

Period to which the amount Relates

Forum where the dispute is pending.

The Income Tax Act, 1961

Interest on TDS

14.16

2009-10

The honorable high court of Gujarat.

Interest on TDS

12.60

2008-09

Income tax Appellate Tribunal.

Assessment

Disallowances

33.37

2012-13

CIT (Appeals) Assessing Officer.

The Finance Act, 1994

Denial of Cenvat Credit

735.04

2005-08, 2008-09 & 2010-11

Supreme Court.

Denial of Cenvat Credit

14,414.99

2005-08, 2008-09 & 2010-11

The honorable high court of Gujarat.

Liability of Company under reverse charge mechanism

101.91

2002-03

2003-04

2004-05 2006-11

Custom Excise & Service Tax Appellate Tribunal.

Denial of Cenvat Credit

9468.15

2009-10

2010-11 2011-12 2012-13

Custom Excise & Service Tax Appellate Tribunal.

Denial of Cenvat Credit

1525.45

2010-11

2012-13

Commissioner/ Asst. Commissioner

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

We have audited the internal financial controls over financial reporting of Gujarat State Petronet Limited (“the Company”) as of 31st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended 31st March, 2016.

Management’s Responsibility for Internal Financial Controls

The Company’s 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 Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). 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 company’s 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be 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 an 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 auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, 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 Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s 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 company’s internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements 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 company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations 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 respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, 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 V.V. Patel & Co.

Chartered Accountants Firm

Regn. No. 118124W

CA Swapnil K. Bhatt

Place: Gandhinagar

Partner

Date : 19th May, 2016

Membership No. 128864


Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GUJARAT STATE PETRONET LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, 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

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 standalone 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 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 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 financial control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Director, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 & its cash flows for the year ended on the 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, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought &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 aforesaid standalone 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 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 on its financial position in its financial statements- Refer note 25 to the financial statements.

ii. The company has made provision, as required under the applicable law or accounting standards, for material forseeable losses, if any, on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and protection fund by the Company.

-ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in our Independent Auditors ''Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

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

(b) The Company has conducted physical verification at a reasonable interval of its fixed assets during the period covered under our audit. We are informed that no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

(b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate according to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of the Company, we are of the opinion that the Company has maintained proper records of inventory. Discrepancies noticed on physical verification between physical stock records were not material and have been properly dealt within the books of accounts.

(iii) According to the information and explanations given to us, the Company has not granted loans, secured or unsecured, during the year to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly clause 3 (a) and (b) of the Companies (Auditor''s Report) Order, 2015 are not applicable.

(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 with regard to the purchase of inventory, fixed assets and for sale of goods. We have not observed any continuing failure to correct major weaknesses in internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public covered under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under apply.

(vi) We have broadly reviewed the books of accounts maintained by the company pursuant to the order made by the Central Government of India for the maintenance of cost records under section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, carried out a detailed examination of the records to ascertain whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident fund, Employees ''State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, value added tax, Cess and any other material statutory dues have generally been regularly deposited with appropriate authorities.

According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding at 31st March 2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of wealth tax, duties of custom, VAT and cess which have not been deposited on account of any dispute. However, according to information & explanation given to us, the detail of dues of income tax & service tax which have not been deposited by the company on account of disputes are as per note no. 25 of notes to accounts.

(c) The company does not have such type of amount which required to be transferred to Investor and Education fund.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) Based on the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to their bankers. There were no debenture holders at any time during the year and at the year end.

(x) As per the information and explanation given to us, the company has given corporate guarantee executed jointly & severally along with GSPC Gas Company Limited "an associate" amounting to Rs. 56,500.00 Lacs in favour of IDBI Trust ship Services Limited " Debenture Trustee of GSPC Distribution Networks Limited".

-(xi) According to the information and explanations and certificate in this regard given to us, term loans were applied by the Company for the purpose 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 any fraud on or by the Company, noticed or reported during the year, nor we have been informed of such case by the management.



For RMA & Associates

Chartered Accountants

Firm Regn. No. 000978N



Rajiv Bajpai

Place: Ahmedabad Partner

Date : 22nd May, 2015 Membership No. 405219


Mar 31, 2014

We have audited the accompanying financial statements of GUJARAT STATE PETRONET LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, and 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"). Tis 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.

Auditor''s 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. Tose 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. Te procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufcient 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 afairs of the Company as at 31st March, 2014;

b) in the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 & 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 & Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. As the Company is a Government Company, in terms of notifcation no. G.S.R. 829(E) dated 21st October, 2003, issued by Department of Company Afairs, Ministry of Finance, the clause (g) of subsection(1) of section 274 of the Companies Act, 1956 is not applicable

f. Since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Referred to in Paragraph 3 of our report of even date on this statements of Account of Gujarat State Petronet Limited as at and for the year ended 31st March, 2014:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:- 1. In respect of Fixed Assets :

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

(b) The Company has conducted physical verifcation at a reasonable interval of its fixed assets during the period covered under our audit. We are informed that no material discrepancies were noticed on such verifcation.

(c) The Company has not disposed of any substantial part of it''s fixed assets so as to afect its going concern status.

2. In respect of Inventories :

(a) As explained to us, inventories were physically verifed during the year by the management and the firm of Chartered Accountant at the end of the year.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of it''s business.

(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of it''s inventory. Discrepancies noticed on physical verifcation between physical stock records were not material and have been adequately dealt within the books of accounts.

3. The companies has neither granted nor taken any loans from companies, firms or other parties listed in the register maintained under section 301 of the companies Act 1956 or to a company under the same management. Therefore requirement of sub clause (b), (c), (d) and (f) of clause (iii) of the order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods. We have not observed any continuing failure to correct major weaknesses in internal control system.

5. There are no transactions that need to be entered into register in pursuance of section 301 of the Act. Terefore requirement of sub-clause (b) of clause (v) of the order is not applicable to the company.

6. The Company has not accepted any deposit from the public pursuant to sections 58A, 58AA or any other relevant provisions of the Companies Act 1956 and rules framed there under. Therefore, the provisions of clause (vi) of the Order are not applicable to the Company.

7. Internal Audit of the Company is entrusted to KPMG. The system is commensurate with the size and nature of activities of the company.

8. We have broadly reviewed the books of accounts maintained by the company pursuant to the order made by the Central Government of India for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, carried out a detailed examination of the records to ascertain whether they are accurate or complete.

9. In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of 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, Custom Duty, Excise Duty, Cess and other statutory dues have generally been regularly deposited with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

(b) The details of Service Tax and Income Tax not deposited on account of dispute are as per note no.25 of Notes to Accounts.

10. The company has been registered for a period for more than 5 years and it has no accumulated loss at the end of the financial year and it has not incurred cash losses in the current financial year and also in the immediately preceding financial year. Therefore the requirement of clause (x) of the paragraph 4 of the Order is not applicable to the company.

11. According to the information and explanations given to us and based on the documents and records produced to us, the company has not defaulted in payment of dues to the Financial Institution or Banks.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments as such provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. As per the information and explanation given to us, the company has given corporate guarantee executed jointly & severally along with GSPC Gas Company Limited "an associate" amounting to Rs. 50000.00 Lakhs in favour of IDBI Trustship Services Limited "Debenture Trustee of GSPC Distribution Network Limited".

16. According to the information and explanations and Certificate in this regard given to us, term loan were applied by the company for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, we report that no funds raised on short term basis have been used for long term investment.

18. During the year, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. On the basis of the records and documents examined by us, the Company has not issued any debentures and therefore requirement of clause (xix) of the order is not applicable of the company.

20. During the period under audit, Company has not raised any money by way of public issue and therefore the requirement of clause (xx) of paragraph 4 of the order is not applicable to the company.

21. According to the information and explanations given to us and to the best of our knowledge and belief no fraud on or by the Company has been noticed or reported during the year.

For RMA & Associates

Chartered Accountants Firm Regn. No. 000978N Deepak Gupta

Place: Ahmedabad Partner

Date : 22nd May, 2014 Membership No. 081535


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of GUJARAT STATE PETRONET LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and 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"). 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.

Auditor''s 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. 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, 2013;

b) in the case of the Profit & Loss Account, of the profit for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 & 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 & Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. As the Company is a Government Company, in terms of notification no. G.S.R. 829(E) dated 21st October, 2003, issued by Department of Company Affairs, Ministry of Finance, the clause (g) of sub Section(1) of Section 274 of the Companies Act, 1956 is not applicable

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

1. a. The Company has maintained proper record showing full particulars, including quantitative details and situation of fixed assets.

b. We are informed that during the period fixed assets were physically verified by the management and no material discrepancies were noticed between the books records and physical existence of assets.

c. No substantial part of fixed assets has been disposed off during the period as would affect going concern status of the Company.

2. a. During the year the management and the firm of chartered accountants have physically verified the inventories. In our opinion 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. The discrepancies noticed on verification between the physical stock and book stock were not material and the same have been properly dealt with in the books of accounts.

3. (a&b) The Company has neither granted nor taken any loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956 or to a Company under the same management. Therefore requirement of sub clause (b),(c),(d) and (f) of clause (iii) of the order are not applicable to the Company.

4. In our opinion the Company has an adequate Internal Control System commensurate with the size of the Company and nature of its business with regard to purchases of inventory & fixed assets and for sale of goods & services. During the course of audit, we have not observed any major weakness in the internal controls.

5. There are no transactions that need to be entered into register in pursuance of Section 301 of the Act. Therefore requirement of sub-clause (b) of clause (v) of the order is not applicable to the Company.

6. In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public during the period during the year within the meaning of Section 58A, 58AA and other relevant provisions of the Act.

7. Internal Audit of the Company is entrusted to KPMG. The system is commensurate with the size and nature of the activities of the Company.

8. We have broadly reviewed the books of accounts and record maintain by the company pursuant to the order made by the central government for the maintenance of cost records under Section 209 (1) (d) of The Companies Act, 1956, and are of the opinion that prima facie the prescribed records have been maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanation given to us, there are no undisputed dues payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and any other statutory dues which are outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

(b) The details of Service Tax and Income Tax not deposited on account of dispute is as per note no.25 of Notes to Accounts.

10. The Company has been registered for a period for more than five years and it has no accumulated losses. The Company has not incurred cash losses during the year under audit and in the immediately preceding Financial Year. Therefore, the requirement of clause (x) of paragraph 4 of the Order is not applicable to the Company.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. As per the information and according to the explanations given to us the Company has not granted any loans & advances on the basis of security by way of pledge of other securities, and therefore requirement of clause (xii) of para 4 of the order is not applicable to the Company.

13. The Company is not a Chit Fund, Nidhi or Mutual Benefit Society. Hence, the requirement of clause (xiii) of paragraph 4 of the order is not applicable to the Company.

14. According to the information and explanation given to us, the Company is not dealing in Shares, Securities, Debentures and other Investments and therefore requirement of clause (xiv) of para 4 of the order is not applicable to the Company.

15. The Company has not given any guarantee for loans taken by the others from banks or financial institutions.

16. The term loans obtained were applied for the purpose for which the loans were obtained.

17. No funds raised for short term requirements have been used for long-term investment.

18. During the period under audit, 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.

19. During the period under audit, Company has not issued any debenture and therefore requirement of clause (xix) of the order is not applicable to the Company.

20. During the period under audit, Company has not raised any money by way of public issue and therefore the requirement of clause (xx) of paragraph 4 of the Order is not applicable to the Company.

21. According the information and explanation given to us, fraud on or by the Company has not been noticed or reported during the period under audit.

For Jain Seth & Co.

Chartered Accountants

F. R. No. 002069W

Rajendra Kumar Saini

Partner

M. No. 049913

Place: Ahmedabad

Date : 5th June, 2013


Mar 31, 2012

We have audited the accompanying Financial Statements of Gujarat State Petronet Ltd., Gandhinagar which comprise of the Balance Sheet as at 31st March, 2012, the Statement of Profit & Loss and Cash Flow Statement for the year then ended 31st March 2012 and 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"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the Financial Statements that are free from material misstatement, whether due to fraud or error.

Auditor's 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 judgement, 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 presentation of the 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 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 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, 2012;

(b) in the case of the Statement of Profit & 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 Requirement

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") 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 Companies Act, 1956, 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 & Loss and Cash flow dealt with by this Report are in agreement with the Books of Account and with the returns received from branches not visited by us;

d. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

e. As per Circular No. 8/2002 dated 22.03.2002 issued by Ministry of Law, Justice and Company Affairs, Government Companies have been exempted from the applicability of the clause (g) of sub section (1) of Section 274 of the Companies Act, 1956, regarding the disqualification of Directors under the said section.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 1 of our Report of even date on the Accounts of Gujarat State Petronet limited, Gandhinagar for the period ended on 31st March, 2012)

1. a. The Company has maintained proper record showing full particulars, including quantitative details and situation of fixed assets.

b. We are informed that during the period fixed assets were physically verified by the management and no material discrepancies were noticed between the Books records and physical existence of assets.

c. No substantial part of fixed assets has been disposed off during the period as would affect going concern status of the Company.

2. a. During the year, the management and the firm of chartered accountants have physically verified the inventories. In our opinion 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. The discrepancies noticed on verification between the physical stock and book stock were not material and the same have been properly dealt with in the Books of Accounts.

3. (a&b) The Company has neither granted nor taken any loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 or to a Company under the same management. Therefore, requirement of sub clause (b),(c),(d) and (f) of clause (iii) of the Order are not applicable to the Company.

4. In our opinion the Company has an adequate Internal Control System commensurate with the size of the Company and nature of its business with regard to purchases of inventory & fixed assets and for sale of goods & services. During the course of audit, we have not observed any major weakness in the Internal Controls.

5. There are no transactions that need to be entered into register in pursuance of section 301 of the act. Therefore requirement of sub-clause (b) of clause (v) of the Order is not applicable to the Company.

6. In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public during the period during the year within the meaning of section 58A, 58AA and other relevant provisions of the Act.

7. Internal Audit of the Company is entrusted to the Chartered Accountants. The system is commensurate with the size and nature of the activities of the Company.

8. We have broadly reviewed the Books of Accounts and record maintain by the corporation pursuant to the Order made by the central government for the maintenance of cost records under section 209 (1) (d) of the Companies Act 1956, and are of the opinion that prima facie the prescribed records have been maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanation given to us, there are no undisputed dues payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and any other statutory dues which are outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) The details of Excise Duty, Income Tax and Sales Tax not deposited on account of dispute is as under.

Nature of Dues Amount (Rs. in lacs) Forum where dispute is pending

Service Tax 10,227.07 Commissioner of Central Excise level

18,717.40 CESTAT level

Income Tax 50.90 Assesing Officer level

97.72 CIT (Appeals) level

409.35 ITAT level

5.53 Gujarat High Court

Total 29,507.97

10. The Company has been registered for a period for more than five years and it has no accumulated losses. The Company has not incurred cash losses during the year under audit and in the immediately preceding financial year. Therefore, the requirement of clause (x) of paragraph 4 of the Order is not applicable to the Company.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. As per the information and according to the explanations given to us the Company has not granted any loans & advances on the basis of security by way of pledge of other securities, and therefore requirement of clause (xii) of para 4 of the order is not applicable to the Company.

13. The Company is not a Chit Fund, Nidhi or Mutual Benefit Society. Hence, the requirement of clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to the information and explanation given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore requirement of clause (xiv) of para 4 of the Order is not applicable to the Company.

15. The Company has not given any guarantee for loans taken by the others from banks or financial institutions.

16. The term loans obtained were applied for the purpose for which the loans were obtained.

17. No funds raised for short term requirements have been used for long-term investment.

18. During the period under audit, 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.

19. During the period under audit, Company has not issued any debenture and therefore requirement of clause (xix) of the Order is not applicable to the Company.

20. During the period under audit, Company has not raised any money by way of public issue and therefore the requirement of clause (xx) of paragraph 4 of the Order is not applicable to the Company.

21. According the information and explanation given to us, fraud on or by the Company has not been noticed or reported during the period under audit.

For P Singhvi & Associates

Chartered Accountants F. R. No. 113602 W

CA Nipun Singhvi

Partner

M. No. 136393

Place: Ahmedabad

Date : 30th May, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Gujarat State Petronet limited, Gandhinagar as at 31st March, 2011 and also the Profit & Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. 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 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 section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph above, we report that:

a. We have obtained all 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 accounts, as required by law have been kept by the Company so far as it appears from our examination of the books;

c. The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the Books of Accounts.

d. In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

e. As the Company is a Government Company, in terms of notification no. G.S.R. 829(E) dated 21st October, 2003, issued by Department of Company Affairs, Ministry of Finance, the clause (g) of subsection (1) of section 274 of the Companies Act, 1956 is not applicable.

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 accounting policies and notes on accounts 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 case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

II] In case of Profit & Loss Account, of the Profit for the year ended on that date and;

III] In case of Cash Flow Statement, of the cash fow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our Report of even date on the Accounts of Gujarat State Petronet limited, Gandhinagar for the year ended on 31st March, 2011)

1. a. The Company has maintained proper record showing full particulars, including quantitative details and situation of fixed assets.

b. We are informed that during the year fixed assets were physically verified by the management and no material discrepancies were noticed between the books records and physical existence of assets.

c. No substantial part of fixed assets have been disposed off during the year as would affect going concern status of the company.

2. There was no stock of fnished goods and raw materials; hence the points relating to physical verification, procedure of physical verification discrepancies noticed on such verification and valuation thereof do not arise. Further, we are informed that the stock of stores, spare parts etc. were physically verified by the management and that no material discrepancies were noticed.

3. (a&b) The Company has neither granted nor taken any loans from companies, forms or other parities listed in the Register maintained under section 301 of the Companies Act, 1956 or to a Company under the same management. Therefore, requirement of subclause (b),(c),(d) and (f) of clause (iii) of the order are not applicable to the Company.

4. In our opinion the Company has an adequate Internal Control System commensurate with the size of the Company and nature of its business with regard to purchases of inventory & fixed assets and for sale of goods & services. During the course of audit, we have not observed any major weakness in the internal controls.

5. a There are no transactions that need to be entered into register in pursuance of section 301 of the Act. Therefore, requirement of sub-clause (b) of clause (v) of the order is not applicable to the Company.

6. In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public during the year 2010-2011 within the meaning of section 58A, 58AA and other relevant provisions of the Act.

7. Internal Audit of the Company is entrusted to the firm of Chartered Accountants. The system is commensurate with the size and nature of the activities of the Company.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government to the Company pursuant to Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the information and explanation given to us, there are no undisputed dues payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Excise Duty, Cess and any other statutory dues which are outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) The details of service tax & income tax not deposited on account of dispute is as per the clause no. (c),(d),(e),(f) & (g) of point no.2 of the notes on accounts.

10. The Company has been registered for a period for more than fve years and it has no accumulated losses. The Company has not incurred cash losses in the period under audit and in the immediately preceding financial year Therefore, the requirement of clause (x) of paragraph 4 of the Order is not applicable to the Company.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. As per the information and according to the explanations given to us the Company has not granted any loans & advances on the basis of security by way of pledge of other securities, and therefore requirement of clause (xii) of pars 4 of the order is not applicable to the Company.

13. The Company is not a Chit Fund, Nidhi or Mutual benefit Society. Hence, the requirement of clause (xiii) of paragraph 4 of the order is not applicable to the Company.

14. According to the information and explanation given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore requirement of clause (xiv) of pars 4 of the order is not applicable to the Company.

15. The Company has not given any guarantee for loans taken by the others from banks or financial institutions.

16. The term loans obtained were applied for the purpose for which the loans were obtained.

17. No funds raised for short term requirements have been used for long-term investment.

18. During the year under audit, 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.

19. During the year under audit, Company has not issued any debenture and therefore requirement of clause (xix) of the order is not applicable to the Company.

20. During the year under audit, Company has not raised any money by way of public issue and therefore the requirement of clause (xx) of paragraph 4 of the order is not applicable to the Company.

21. According the information and explanation given to us, a fraud on or by the Company has not been noticed or reported during the period under audit.

for P Singhvi & Associates

Chartered Accountants

F. R. No. 113602 W

(Praveen Singhvi)

Place: Ahmedabad Partner

Date : 8th June, 2011 M. No. 071608


Mar 31, 2010

1. We have audited the attached Balance Sheet of Gujarat State Petronet Limited, Gandhinagar as at 31st March, 2010 and also the Profit & Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. 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 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 section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph above, we report that:

a. We have obtained all 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 accounts, as required by law have been kept by the Company so far as it appears from our examination of the books;

c. The balance Sheet and profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the Books of Accounts.

d. In our opinion, the Balance Sheet and profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. As the company is a Government Company, in terms of notification no. G.S.R. 829(E) dated 21st October 2003, issued by Department of Company Affairs, Ministry of Finance, the clause (g) of subsection (1) of section 274 of the Companies Act, 1956 is not applicable

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 accounting policies and notes on accounts 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 case of Balance sheet, of the state of affairs of the Company as at 31st March, 2010;

II] In case of profit & Loss Account, of the Profit for the year ended on that date and;

III] In case of Cash Flow Statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date on the account of Gujarat State Petronet Limited, Gandhinagar for the year ended on 31st March, 2010)

1. a. The Company has maintained proper record showing full particulars, including quantitative details and situation of

fixed assets.

b. We are informed that during the year fixed assets were physically verified by the management and no material discrepancies were noticed between the books records and physical existence of assets.

c. No substantial part of fixed assets have been disposed off during the year as would affect going concern status of the company.

2. There was no stock of finished goods and raw materials; hence the points relating to physical verification, procedure of physical verification discrepancies noticed on such verification and valuation thereof do not arise. Further, we are informed that the stock of stores, spare parts etc. were physically verified by the management and that no material discrepancies were noticed.

3. (a&b) The company has neither granted nor taken any loans from companies, firms or other parities listed in the register maintained under section 301 of the Companies Act 1956 or to a Company under the same management. Therefore requirement of subclause (b),(c),(d) and (f) of clause (iii) of the order are not applicable to the company.

4. In our opinion the Company has an adequate Internal Control System commensurate with the size of the Company and nature of its business with regard to purchases of inventory & fixed assets and for sale of goods & services. During the course of audit, we have not observed any major weakness in the internal controls.

5. a There are no transactions that need to be entered into register in pursuance of section 301 of the act. Therefore

requirement of sub-clause (b) of clause (v) of the order is not applicable to the company.

6. In our opinion and according to information and explanation given to us, the company has not accepted deposits from the public during the year 2009-10 within the meaning of section 58A, 58AA and other relevant provisions of the act.

7. Internal Audit of the company is entrusted to the firm of Chartered Accountants. The system is commensurate with the size and nature of the activities of the company.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government to the company pursuant to Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the information and explanation given to us, there are no undisputed dues payable in respect of

Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Excise Duty, Cess and any other statutory dues which are outstanding as at 31/03/2010 for a period of more than six months from the date they became payable.

(b) The details of service tax & income tax not deposited on account of dispute is as per the clause no. (c),(d),(e),(f), (g), (h), (i) , (j) & (k) of point no.2 of the notes on accounts.

10. The company has been registered for a period for more than five years and it has no accumulated losses. The company has not incurred cash losses in the period under audit and in the immediately preceding financial year. Therefore, the requirement of clause (x) of paragraph 4 of the Order is not applicable to the Company.

11. According to the records of the company examined by us and on the basis of information and explanations given to us the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. As per the information and according to the explanations given to us the company has not granted any loans & advances on the basis of security by way of pledge of other securities, and therefore requirement of clause (xii) of para 4 of the order is not applicable to the company.

13. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence, the requirement of clause (xiii) of paragraph 4 of the order is not applicable to the Company.

14. According to the information and explanation given to us, the company is not dealing in shares, securities, debentures and other investments and therefore requirement of clause (xiv) of para 4 of the order is not applicable to the company..

15. The company has not given any guarantee for loans taken by the others from banks or financial institutions.

16. The term loans obtained were applied for the purpose for which the loans were obtained.

17. No funds raised for short term requirements have been used for long-term investment.

18. During the year under audit, 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.

19. During the year under audit, Company has not issued any debenture and therefore requirement of clause (xix) of the order is not applicable to the company.

20. During the year under audit, company has not raised any money by way of public issue and therefore the requirement of clause (xx) of paragraph 4 of the order is not applicable to the company.

21. According the information and explanation given to us, a fraud on or by the company has not been noticed or reported during the period under audit.

For P. Singhvi & Associates

Chartered Accountants F. R. No. 113602 W

(Praveen Singhvi) Place: Ahmedabad Partner

Date : 30th May, 2010 M. No. 071608

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