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Auditor Report of Kothari Petrochemicals Ltd.

Mar 31, 2016

To the Members of Kothari Petrochemicals Limited

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone Financial Statements of Kothari Petrochemicals 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, which we have signed under reference to this report.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Management and Board of Directors are 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 the 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 internal financial control, 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 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 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 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 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;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

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, 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 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 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 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 31 March 2016 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2016 from being appointed as a Director in terms of Section 164(2) of the Act;

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”.

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 No.28 of the financial statements;

(ii) the Company did not have any long-term contracts, including derivative contracts; and

(iii) there has been no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure “A” to the Independent Auditors’ Report of even date on the Financial Statements of Kothari Petrochemicals Limited

The Annexure referred to in Paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our Report of even date:

(i) a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b) These fixed assets have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification.

c) The title deeds of immovable properties are held in the name of the Company.

(ii) The Management has conducted physical verification of inventory at reasonable intervals and no material discrepancies were noticed.

(iii) The Company has not granted any loans to any party covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, in respect of, investments, made by the Company. The company has not provided any loans or guarantee or security to any company covered under Section 185.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has prescribed maintenance of Cost Records under Sub-section (1) of Section 148 of the Companies Act, 2013 and such accounts and records have been made and maintained. We are of the opinion that prima facie, the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the records.

(vii) According to the information and explanations given to us in respect of Statutory dues:

a) The Company is regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other Statutory Dues to the appropriate authorities and there were no undisputed amounts payable which were in arrears as at 31st March 2016 for a period of more than six months from the date they became payable.

b) Details of dues of Duty of Excise, which have not been deposited as on 31st March 2016 on account of disputes are given below:

Name of the Statute

Nature of dues

Amount Rs. in lakhs

Forum where the dispute is pending

Period to which the dues belong

Central Excise Act, 1944

Excise Duty

129.31

Joint Asst Comm. Central Excise

2004-05 to 2010-11

Central Excise Act, 1944

Excise Duty

25.41

CESTAT

2007-08

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans to financial institutions, banks, Government or dues to debenture holders. The Company has not availed any term loans from Banks during the year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year.

(x) In our opinion and according to the information and explanations given to us no fraud by the Company or any fraud on the Company by its Officers or employees has been noticed or reported during the year.

(xi) Managerial remuneration has been paid in accordance with provisions of section 197, read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence complying with the provisions of the Nidhi Rules, 2014 does not arise.

(xiii) In our opinion and according to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013, where applicable and the details have been disclosed in the Financial Statements, etc., as required by the applicable Accounting Standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with Directors or persons connected with him.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - “B “to the Auditors’ Report of even date on the Standalone Financial Statement of Kothari Petrochemicals Limited.

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 Kothari Petrochemicals Limited as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

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.

Auditors’ 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 31 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 R.Subramanian and Company

Chartered Accountants

Firm’s No. 004137 S

Place : Chennai N. Krishnamurthy

Date : May 30, 2016 Partner

M.No: 019339


Mar 31, 2015

We have audited the accompanying financial statements of Kothari Petrochemicals Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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

The Management and Board of Directors of the Company are 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.

Auditor's 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, 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 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 to 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 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.

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 March 31, 2015;

(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, 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 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 and 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 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 written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2015 from being appointed as a director in terms of section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditors report in accordance with Rule 11 of the Companies (Audits 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.

(ii) There was no amount which was required to be transferred to the Investor Education and Protection Fund.

(iii) The company did not have any contracts including long term derivative contracts for which there were any material foreseeable losses.

Annexure referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements "of our Report of even date to the members of Kothari Petrochemicals Limited on the accounts of the company for the year ended 31st March, 2015:

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

(b) As explained to us, these fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

(ii) (a) Inventories have been physically verified 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 nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of accounts and were not material.

(iii) The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, 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, no major weakness has been noticed or reported.

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

(vi) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government under sub-section (1) of Section 148 of the Act have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.

(vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and other material statutory dues, as applicable, with the appropriate authorities in India. No undisputed amounts payable in respect of the above statutory dues were in arrears as 31st March 2015 for a period of more than six months from the date they become pabable.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, and Value Added Tax which have not been deposited on account of disputes. Dues of Excise Duty as on 31st March 2015 which have not been deposited on account of disputes are given below:

Name of the Statute Nature of Dues Amount Forum where the dispute is pending Central Excise Act, 1944 Excise Duty 123.31 Joint Ass cont Central Excise

Central Excise Act, 1944 Excise Duty 25.41 CESTAT

Name of the Statute Period of dispute (Financial Year )

Central Excise Act, 1944 2004-05 to 2010-11

Central Excise Act, 1944 2007-08

(c) There were no amount which was required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The company has no accumulated loss as at 31st March 2015. The company has not incurred cash loss in the financial year under report and in the immediately preceding financial year.

(ix) The company has not defaulted in repayment of dues to banks.

(x) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xi) The company has not taken and Term loans and hence the question on its application will not arise.

(xii) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For R.Subramanian and Company Chartered Accountants Firm's No. 004137 S

Place : Chennai R.Rajaram Date: May 28, 2015 Partner


Mar 31, 2014

We have audited the accompanying financial statements of Kothari Petrochemicals Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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"). 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 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 March 31, 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") 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 subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE.

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

2. Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

3. No major asset has been disposed off during the year and hence the concept of going concern is not affected.

4. Inventories were physically verified during the year by the management at reasonable intervals.

5. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management was reasonable and adequate in relation to the size of the Company and the nature of its business.

6. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

7. The company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

8. The company has taken an unsecured loan from a company covered in the register maintained under Section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs.600 lacs and the year-end balance of loan taken was Rs.600.00 lacs.

In our opinion, interest and other terms and conditions on which loan has been taken are not prima facie prejudicial to the interest of the company.

9. 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 and there was no continuing failure to correct any major weakness.

10. In our opinion and according to the explanations given to us, the transactions that have been made in pursuance of contracts or arrangements requiring entry in the registers maintained under Section 301 of the Companies Act, 1956 have been so entered.

11. According to the information and explanation given to us, the transactions that have been made in pursuance of such contracts or arrangements made by the company have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

12. According to the information and explanation given to us, the company has not accepted deposits from the public. Therefore, provisions of Section 58 and 58 AA or any other relevant provisions are not applicable to the company.

13. The Internal Audit function has been carried out by a firm of Chartered Accountants and is commensurate with the size of the company and the nature of its business.

14. We have broadly reviewed the cost records and accounts relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained from the period under audit. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

15. According to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax and any other statutory dues with the appropriate authorities during the year. The company has no dues towards Provident Fund, Investor Education and Protection Fund, Wealth Tax, Service Tax, Customs Duty, Excise Duty.

16. 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, Customs Duty, Excise Duty and other material statutory dues were in arrears as at 31st March 2014 for a period of more than six months from the date they became payable.

17. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, and Excise Duty, which have not been deposited on account of any dispute. According to the information and explanations given to us, the following dues of Excise Duty have not been deposited by the Company on account of disputes:

Sl. Nature Amount Rs. Period Forum where No. Name of Statute of dues in Lakhs dispute is pending

(i) Central Excise Excise 129.30 2005-06 Commissioner Act Duty to 2009 Chennai -10 and April to October 2010

(ii) Central Excise Differe 25.41 April to Commissioner Act -ntial November Chennai Excise 2007 and Duty April 2008 and May 2008. (Appeals),

18. The Company does not have accumulated losses at the end of the year. The Company has not incurred any cash loss during the financial year and in the immediately preceding financial year.

19. The Company has not defaulted in the repayment of dues to the Banks. There were no dues to Financial Institutions and Debenture Holders.

20. The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

21. The Company is not a chit fund or a nidhi / mutual benefit fund / society.

22. In our opinion and according to the information and explanations given to us the Company is not a dealer or trader in shares, securities and debentures. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the company in its own name.

23. In our opinion and according to the information and explanations given to us the Company has not given any guarantee for any loans taken by others from banks and financial institutions during the financial year.

24. The Company has not any raised any new term loan and hence the question on the application of loan would not arise.

25. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

26. In our opinion and according to the information and explanations given to us the Company has not made preferential allotment of shares to companies, firms covered in the register maintained under Section 301 of the Companies Act, 1956.

27. The company has not made any public issue of shares during the year and hence the question of verifying the end use of the funds does not arise.

28. According to the information and explanations given to us and the records examined by us, no debentures have been issued during the year.

29. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the financial year.

for R.Subramanian and Company Chartered Accountants Firm No. 004137S

R. Rajaram Place: Chennai Partner Date: May 27, 2014 M.No.25210


Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of KOTHARI PETROCHEMICALS LIMITED (the company) which comprise the Balance Sheet as at 31st March 2013, Statement of Profit & 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

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 ("theAct"). The 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 of 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 Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of 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, 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 the paragraphs 4 and 5 of the said 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.

(e) On the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March 2013from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE.

1. (a) The Company has maintained records showing full particulars including quantitative details and situation of Fixed Assets.

(b) Some of the fixed assets vere physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) No major asset has been disposed off during the year and hence the concept of going concern is not affected.

2. (a) The inventories have been physically verified by the management during the year at reasonable intervals.

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

(c) On the basis of the records examined by us and relying on the information provided to us, in our opinion, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification.

3. (a) The Company has not granted any loans secured or unsecured to companies, firms or other parties listed in the register maintained undesection 301 of the Companies Act, 1956.

(b) The company has not taken any loan secured or unsecured from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956.

4. In our opinion and according to the information and explanations given to us, the internal control system are commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets, sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. (a) Based on the audit procedures applied by us, to the best of our knowledge and according to the information and explanations given to us, the particulars Of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) According to the information and explanation given to us, the transactions that have been made in pursuance of such contracts or arrangements by the company have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore the provisions of Sections 58A and 58AA or any other relevant provisions are not applicable to the company.

7. The Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records and accounts maintained by the company relating to the materials, labour and other items of cost pursuant to the rules made by the Central government for the maintenance of cost records under Section 209(1) (d) of the Companies Act 1956 and we are of the opinion that prima-faciethe prescribed accounts and records have been made and maintained forthe period under audit. We have not made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. a. According to the information and explanations given to us. the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year. The company has no dues towards Investor Education and Protection Fund and Wealth Tax, Service tax, Customs Duty, Excise Duty.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Investor Education and Protection Fund, Wealth Tax, Employees''State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues were in arrears as at 31st March 2013 for a period of more than sx months from the date they became payable.

c. According to the information and explanations given to us and on the basis of examination of records of the Company there are no dues of income tax, service tax, wealth tax. customs duty etc as at 31st March 2013, except for the following dues which have not been deposited on account of dispute:

Sl Name of Statute Nature Amounnt Rs. No of dues in lakhs

(0 Central Sales Tax Act Sales tax 3.17

(ii) Central Excise Act Excise Duty 129.30

(iii)Central Excise Act Differential 25.41 Excise Duty

Forum where Period dispute is pending

2007-08 Appellate Deputy Commissioner, Thanjavur.

2005-06 to 2009-10 Commissioner, and up to Oct 2010 Chennai

April 2007 to Commissioner November 2007 and (Appeals) Chennai April & May 2008

* (Rs.0.79 lakhs paid under protest)

10. The Company does not have any accumulated losses at the end of the year. The Company has not incurred any cash loss during the year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, there is no default in the repayment of dues to the Financial Institutions/Banks.

12. 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.

13. The provisions of clause 4 (xiii) of the Order relating to Chit Funds are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities and debentures. The company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for any loan taken by others from any Bank or Financial Institution.

16. According to the information and explanations given to us and the basis of examination of records, the Company has not availed any fresh term loans during the year.

17. According to the information and explanations given to us, based on an overall examination of the Balance Sheet of the Company, related information made available to us and as represented to us by the Management, funds raised on short term basis have not been applied for long term investment during the year.

18. According to the information and explanations given to us, during the year the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year and therefore the question of creating security or charge in respect thereof does not arise.

20. The Company has not made public issue of securities during the year and therefore the question of disclosing the end-use of money raised by way of public issue does not arise.

21. 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 not come across any instance of material fraud on or by the company was noticed or reported during the year.



for R.Subramanian and Company Chartered Accountants Firm No. 004137S



C.Ramarnurthy Place: Chennai Partner Date: May 30, 2013 M.No. 205113


Mar 31, 2012

1. We have audited the accompanying financial statements of Kothari Petrochemicals Limited which comprise the Balance Sheet at 31st March 2012 and the Statement of Profit and Loss and Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information. 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 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 to the extent they are applicable to the company.

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 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 such books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement referred to in 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.

e) On the basis of the written representations received from directors and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India:

i) in so far it relates to the Balance Sheet, the state of affairs of the company as at 31st March 2012,

ii) in so far it relates to the Statement of Profit and Loss, of the profit for the year ended on that date, and

iii) in so far it relates to the Cash Flow Statement, of the Cash Flow for the year ended on that date.

PETROCHEMICALS

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

2. Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

3. No major asset has been disposed off during the year and hence the concept of going concern is not affected.

4. Inventories were physically verified during the year by the management at reasonable intervals.

5. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management was reasonable and adequate in relation to the size of the Company and the nature of its business.

6. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

7. The company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

8. The company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

9. 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 and services and there was no continuing failure to correct any major weakness.

10. In our opinion and according to the explanations given to us, there are no transactions made in pursuance of contracts or arrangements requiring entry in the registers maintained under Section 301 of the Companies Act, 1956.

11. According to the information and explanation given to us, the company has not accepted deposits from the public. Therefore, provisions of Section 58 and 58 AA or any other relevant provisions are not applicable to the company.

12. The Internal Audit function has been carried out by a firm of Chartered Accountants and is commensurate with the size of the company and the nature of its business.

13. We have broadly reviewed the cost records and accounts relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained from April, 1st 2011. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

14. According to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax and any other statutory dues with the appropriate authorities during the year. The company has no dues towards Provident Fund, Investor Education and Protection Fund, Wealth Tax, Service Tax, Customs Duty, Excise Duty.

15. 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, Customs Duty, Excise Duty and other material statutory dues were in arrears as at 31st March 2012 for a period of more than six months from the date they became payable.

16. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, and Excise Duty, which have not been deposited on account of any dispute. According to the information and explanations given to us, the following dues of Sales Tax and Excise Duty have not been deposited by the Company on account of disputes:

Name of the Amount in Forum where the dispute

Sl. Name of the Nature of Dues Amount in Period No. Statute lacs

(i) Central Sales Tax Rs.3.17 2007-08 Sales Tax (Rs.0.79 lacs paid under protest)

(ii) Central Excise Duty Rs.129.30 2005-06 to Excise 2009-10 and Act period upto Oct. 2010

(iii) Central Differential Rs.25.41 April 2007 to Excise Excise Duty November 2007 Act and April 2008 to May 2008.

Sl. Name of the Forum where the dispute No. Statute is pending

(i) Central Appellate Deputy Sales Tax Commissioner, Thanjavur

(ii) Central Commissioner, Chennai Excise Act

(iii) Central Commissioner (Appeals Excise Act

17. The Company does not have accumulated losses at the end of the year. The Company has not incurred any cash loss during the financial year and the immediately preceding financial year.

18. The Company has not defaulted in the repayment of dues to the Banks. There were no dues to Financial Institutions and Debenture Holders.

19. The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

20. The Company is not a chit fund or a nidhi/mutual benefit fund/ society.

21. In our opinion and according to the information and explanations given to us the Company is not a dealer or trader in shares, securities and debentures. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the company in its own name.

22. In our opinion and according to the information and explanations given to us the Company has not given any guarantee for any loans taken by others from banks and financial institutions during the financial year.

23. The Company has raised new term loan. The term loan taken by the Company has been applied for the purpose for which they were raised.

24. The Company has availed a short term loan from the bank during the year. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short term basis during the year and short term borrowings outstanding at the beginning of the year have not been used for long term investment.

25. In our opinion and according to the information and explanations given to us the Company has not made preferential allotment of shares to companies, firms covered in the register maintained under Section 301 of the Companies Act, 1956.

26. The company has not made any public issue of shares during the year and hence the question of verifying the end use of the funds does not arise.

27. According to the information and explanations given to us and the records examined by us, no debentures have been issued during the year.

28. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the financial year.

for R. Subramanian and Company Chartered Accountants Firm No.004137S

N.R.Kuppuswamy Partner M.No.203307

Place : Chennai Date : August 02, 2012


Mar 31, 2010

1. We have audited the attached Balance Sheet of Kothari Petrochemicals Limited as at 31st March 2010 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. 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 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 to the extent they are applicable to the company.

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 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 such books.

c) The Balance Sheet, Profit and Loss account and Cash Flow Statement referred to in 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 comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on March 31, 2010 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon and schedules attached thereto, 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 so far it relates to the Balance Sheet, the state of affairs of the company as at March 31, 2010.

ii) in so far it relates to the Profit and Loss account, of the profit for the year ended on that date, and

iii) in so far it relates to the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

2. Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

3. No major asset has been disposed off during the year and hence the concept of going concern is not affected.

4. Inventories were physically verified during the year by the management at reasonable intervals.

5. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management was reasonable and adequate in relation to the size of the Company and the nature of its business.

6. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

7. The company has not granted any loan secured or unsecured to the companies, firms are other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

8. The company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

9. According to the information and explanations given to us the advances carry no interest terms and condition of the advances availed during earlier years are not prima-facie prejudicial to the interest of the Company. These advances have no period specified for repayment.

10. 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 and services and there was no continuing failure to correct any major weakness.

11. In our opinion and according to the explanations given to us, there are no transactions made in pursuance of contracts or arrangements requiring entry in the registers maintained under Section 301 of the Companies Act, 1956.

12. The company has no fixed deposits requiring compliance of provisions of Section 58 and 58 AA or any other relevant provisions of the Act.

13. The Internal Audit function has been carried out by a firm of Chartered Accountants and is commensurate with the size of the company and the nature of its business.

14. To the best of our knowledge and according to the information and explanations given to us the company’s present business does not require the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.

15. According to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax and any other statutory dues with the appropriate authorities during the year. The company has no dues towards Provident Fund, Investor Education and Protection Fund, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess.

16. According to the information and explanations given to us, there is no undisputed amount payable towards Sales Tax or Income Tax.

17. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, and Excise Duty, which have not been deposited on account of any dispute.

18. The accumulated losses of the Company have not exceeded fifty per cent of net worth at the end of the year. The Company has not incurred any cash loss during the financial year and the immediately preceding financial year.

19. The Company has no dues to financial institutions, banks and debenture holders during the year.

20. The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

21. In our opinion and according to the information and explanations given to us the Company is dealing in, trading in shares, debentures and other investments and proper records have been maintained of the transactions and contracts and timely entries have been made there in. These shares, debentures and other securities have been held by the company.

22. In our opinion and according to the information and explanations given to us the Company has not given any guarantee for any loans taken by others from banks and financial institutions during the financial year.

23. To the best of our knowledge and belief and according to the information and explanations given to us, no term loan was availed by the Company during the year.

24. In our opinion and according to the information and explanations given to us the Company has not made preferential allotment of shares during the year to companies covered in the register maintained under Section 301 of the Companies Act, 1956.

25. The Company has not made any public issue of shares during the year and hence the question of verifying the end use of the funds does not arise.

26. According to the information and explanations given to us and the records examined by us, no debentures have been issued during the year.

27. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the financial year.

for R. Subramanian and Company

Chartered Accountants

Firm No. 004137S

Place : Chennai R. Rajaram

Date : August 12, 2010 Partner

M.No.:25210


Mar 31, 2000

We have audited the attached Balance Sheet of Kothari Petrochemicals Limited as at March 31, 2000 and the Profit and Loss Account for the year ended on that date annexed thereto and report that:

1. As required by the Manufacturing and Other Companies (Auditors Report) Order 1988 issued by the company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure A, a statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above, we state 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 such books.

c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account.

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

e) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss Account read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i) in so far as it relates to the Balance Sheet, of the State of Affairs of the Company as at March 31, 2000 and

ii) in so far as it relates to the Profit and Loss Account, of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT ANNEXURE A (Referred to in paragraphs 1 of our report of even date)

1. The company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets. The fixed assets of the company have been verified by the Management during the year and no discrepancies between the book records and physical inventories were noticed on such verification.

2. The Fixed Assets of the Company have not been revalued during the year.

3. The stocks of Finished goods, Raw materials, Stores and Spare Parts have been physically verified by the Management at the end of the year.

4. The procedures of physical verification followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

6. On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the previous year, but for the inclusion of excise duty on closing stock which, however has no impact on the loss for the year.

7. According to the information and explanations given to us, the Company has not taken any loans from firms, Companies or other parties in which the Directors are interested as listed in the Register maintained under Section 301 and from Companies under the same management as defined under Section 370 (1B) of the Companies Act, 1956.

8. According to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies listed in the Register maintained under Section 301 and to Companies under the same management, as defined under Section 370(1B) of the Companies Act, 1956.

9. In respect of Loans and Advances in the nature of loans given to employees, they are generally repaying the principal amounts and interest where applicable, as stipulated.

10. In our opinion and according to the information and explanations given to us during the course of our audit, the internal control procedures for the purchase of raw materials, stores, plant and machinery, equipment and other assets and for the sale of goods, are generally adequate considering the size of the Company and the nature of its business.

11. According to the information and explanations given to us, there were no transactions during the year between the Company and other Companies wherein the Directors are interested under Section 299, requiring entry in the Register maintained under Section 301 of the Companies Act, 1956.

12. According to the information and explanations given to us, the Company has no unserviceable or damaged stores, raw materials and finished goods held at the end of the year.

13. The Company has not accepted deposits from the Public.

14. In our opinion, reasonable records have been maintained by the Company for the sale and disposal of realisable by-products and scrap.

15. The Internal Audit is carried out by an external firm of Chartered Accountants and is generally commensurate with the size of the Company and nature of its business.

16. We have broadly reviewed without carrying out a detailed audit of the Books of Account maintained 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 accounts and records have been maintained on yearly basis and not on monthly or quarterly basis.

17. The company has been regular in remitting Provident Fund Dues with the appropriate authorities. As explained to us the provisions of Employees State Insurance Act are not applicable to the Company.

18. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-Tax, Sales-Tax, Customs Duty and Excise Duty outstanding as at March 31, 2000 for a period of more than six months from the date they became payable.

19. According to the information and explanations given to us, no personal expenses of employees or Directors have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

20. The Company is not a sick industrial company within the meaning of Clause (o) of subsection (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For Fraser & Ross

K.N.RAMASUBRAMANIAN Partner Chartered Accountants

Place : Chennai Date : 28th June 2000

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