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Auditor Report of Gujarat State Petronet Ltd.

Mar 31, 2023

GUJARAT STATE PETRONET LIMITED

Report on the Audit of Standalone Ind AS Financial

Statements

Opinion

We have audited the accompanying standalone IND AS financial statements of GUJARAT STATE PETRONET LIMITED

(''''tte Company''), which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone Ind AS financial statementsâ), which we have signed under reference to this report.

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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. 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.

Emphasis of Matter

We draw attention to Note number 31 of the standalone financial statements which describe the following matter:

In a matter, pursuant to the contractual dispute under arbitration between the company and M/s Fernas Construction Company Inc. (FCCI) amounting '' 9,519.91 Lacs (31st March, 2022: '' 8,688.21 Lacs), and (b) the Company and M/s Tehran Jonoob - Jai hind Consortium (TJJC) amounting '' 2,911.77 Lacs (Previous year '' 2,911.77 Lacs) in which the Arbitration Tribunal has issued award in favour of contractors.

However, the company has filed the application under Section 34 of the Arbitration and Conciliation Act, 1996 against contractor before the Honâble High Court of Gujarat for setting aside the Arbitral Award and in the interim seeking stay on the same, pending disposal of the matter.

^e Management of the company believes that for these matters no provision is required in the books of accounts as on 31st March, 2023.

Our opinion is not modified in respect of this matter. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31st March, 2023. ^ese matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report:

Sr. No.

Key Audit Matter

Auditorâs Response

Contingent Liabilities

Contingent liabilities are for ongoing litigation and claims with various authorities and third parties. ^ese relate to direct tax, indirect tax, claims and legal proceeding by other parties.

Contingent liabilities are considered as key audit matters as the amount involved is significant and it also involves significant management judgment to determine possible outcome and future cash outflows of these disputes. Refer Note no-31.

Principal audit procedure:

- Obtained details of disputed claims as on 31st March, 2023 from the management.

- Discussed with the management about significant judgment considered in determining possible outcome and future cash outflows of these disputes.

- Verified relevant documents related to disputes.

- Evaluated the appropriateness of accounting policies, related disclosures and overall presentation in the Standalone Financial Statements in terms of IND AS 37.

Information Other than the Standalone Financial Statements and Auditorâs Report hereon

Companyâs Board of Directors are responsible for the preparation of the other information. ^e other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report, Business Responsibility Report, Corporate Governance and Shareholderâs Information, but does not include the consolidated financial statements, standalone financial statements and our auditorâs report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and those charged with governance for the Ind AS financial statements

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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

*tte Board of Directors is responsible for overseeing the Companyâs financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. ^e risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section l43(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these audit matters in our Auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ) 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, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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) ^e Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone IND AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) As the Company is a Government Company in terms of notification number: G.S.R. 463(E) dated 05^th 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 âAnnexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) As the company is a Government Company, in terms of notification no. G.S.R. 463(E) dated 5^ June 2015, issued by the Ministry of Corporate Affairs, the subsection (16) of section 197 of the Act is not applicable to the company.

h) With respect to the other matters to be included in the Auditorâs 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) ^e Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note No. 31 to the financial statements.

ii) ^e Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii) ''ttere has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) (a) "tte management has represented that, to the best of

its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other

sources or kind of funds) by the company to or in any other person or entity, including foreign entity ("Intermediariesâ), which the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) ^e Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v) (a) "tte final dividend proposed in the previous year,

declared and paid by the Company during the year in accordance with Section 123 of the Act, as applicable.

(b) "fte Board of Directors of the Company have proposed a final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. ^e amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

Please refer to the Note No. 33 to the Standalone Financial Statements.

vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of accounts using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the company w.e.f. 1â April, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31â March, 2023.

3. As required by section 143(5) of the Act, we give in âAnnexure Câ, a statement on matters specified by the Comptroller and Auditor General of India for the Company.

Place: Ahmedabad For B P BANG & CO.

Date: 1ff^h May, 2023 Chartered Accountants

(Firm Registration No. 010621C)

(ANURAG BANG)

Partner

Membership No. 434060 UDIN: 23434060BGUHEV5770

Mar 31, 2022

Gujarat State Petronet Limited

Report on the Audit of Standalone Ind AS Financial StatementsOpinion

We have audited the accompanying standalone IND AS financial statements of GUJARAT STATE PETRONET LIMITED

(''''tte Company''), which comprise the Balance Sheet as at 31^st March, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone Ind AS financial statementsâ), which we have signed under reference to this report.

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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 3Pt March, 2022, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 3Pt March, 2022. ^ese matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.

Key Audit Matter

Auditorâs Response

Contingent Liabilities

Contingent liabilities are for ongoing litigation and claims with various authorities and third parties. ^ese relate to direct tax, indirect tax, claims and legal proceeding by other parties.

Principal audit procedure:

- Obtained details of disputed claims as on 3Pt March, 2022 from the management.

- Discussed with the management about significant judgment considered in determining possible outcome and future cash outflows of these disputes.

- Verified relevant documents related to disputes.

- Evaluated the appropriateness of accounting policies, related disclosures made and overall presentation in the Standalone Financial Statements in terms of IND AS 37.

Information Other than the Standalone Financial Statements and Auditorâs Report hereon

Companyâs Board of Directors are responsible for the preparation of the other information. ^e other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report, Business Responsibility Report, Corporate Governance and Shareholderâs Information, but does not include the standalone financial statements and our auditorâs report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and those charged with governance for the Ind AS financial statements

^e Companyâs Board of Directors is responsible for the matters stated in section 134(5) of 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. ^is 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

*tte Board of Directors is responsible for overseeing the Companyâs financial reporting process.

Auditors Responsibilities for the Audit of the Ind AS Financial Statements

misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Report on other legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) 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, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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.

i) ^e Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note-30 to the financial statements.

ii) ^e Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii) ''ttere has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) (a) ^e management has represented that, to the best of

its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity ("Intermediariesâ), which the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

v) (a) ^e final dividend proposed in the previous year,

declared and paid by the Company during the year in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed a final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. ^e amount of dividend proposed is in accordance with Section 123 of the Act, as applicable. Please refer to the Note No-32 to the standalone financial statements.

3. As required by section 143(5) of the Act, we give in âAnnexure Câ, a statement on matters specified by the Comptroller and Auditor- General of India for the Company.

Place: Gandhinagar For ANOOP AGARWAL & CO.

Date: 12t^h May, 2022 Chartered Accountants

(Firm Registration No. 001739C)

(CA Amit Kumar Srivastava)

Partner

Membership No. 517195 UDIN: 22517195AJHGOA5967

Mar 31, 2021

To,The Members ofGujarat State Petronet LimitedReport on the Audit of Standalone Ind AS Financial StatementsOpinion

We have audited the accompanying standalone IND AS financial statements of GUJARAT STATE PETRONET LIMITED (''The Company), which comprise the Balance Sheet as at 31^stMarch, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone Ind AS financial statementsâ), which we have signed under reference to this report.

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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2021, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31^st March, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report, Business Responsibility Report, Corporate Governance and Shareholderâs Information, but does not include the standalone financial

ctnann our -liinitrtrV tnpn

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and those charged with governance for the Ind AS financial statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

The Board of Directors is responsible for overseeing the Companyâs financial reporting process.

Auditors Responsibilities for the Audit of the Ind AS Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on other legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit

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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone IND AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read

with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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 âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditorâs 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-30 to the financial statements.

ii) The Company has made provision, as required under the applicable law or Indian 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.

2. As required by section 143(5) of the Act, we give in âAnnexure Bâ, a statement on matters specified by the Comptroller and Auditor- General of India for the Company.

3. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure C, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

Place: Ahmedabad For, Anoop Agarwal & Co.

Date : 3^rd June, 2021 Chartered Accountants

Firm Registration No. 001739C

(CA Chirag J Patel)

Partner

Membership No. 115637 UDIN : 21115637AAAACR5838

Mar 31, 2018

INDEPENDENT AUDITORâS REPORT

To,

The Members

Gujarat State Petronet Limited Gandhinagar

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Gujarat State Petronet Limited (âthe Companyâ), which comprise the balance sheet as at 31^st March, 2018, the statement of profit and loss, including other comprehensive income, and the cash flow statement and the statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred as âthe standalone Ind AS financial Statementsâ).

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Accounting Principles Generally Accepted in India (Indian GAAPs), including the Indian Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 and the order issued under section 143(11) of the Act, 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 standalone Ind AS financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS 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 Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including Ind AS, of the financial position of the Company as at 31^st March, 2018, its financial performance including other comprehensive income, its cash flows and changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ, 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 including other comprehensive income, cash flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015;

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.

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements â Refer Note 30 to the financial statements.

ii) The Company has made provisions as at 31^st March, 2018, as required under the applicable law or Indian 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 âAnnexure Câ, A statement on matters specified by the Comptroller and Auditor

â General of India for the Company.

The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the Standalone Ind AS financial statements for the year ended 31^st March 2018, 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 Property, Plant and Equipment 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 (âthe Actâ). 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 '' 6500.00 Lakhs in respect of its two joint venture namely GSPL India Gasnet Limited and GSPL India Transco Limited.

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 31^st March 2018 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 31^st March 2018 which have not been deposited on account of dispute are as follows :

Nature of Statute	Nature of Dues	Amount ('' 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 honourable high court of Gujarat.
The Income Tax Act, 1961	Assessment Disallowances	6.75	2013-14	CIT (Appeals)
The Finance Act, 1994	Denial of Cenvat Credit	735.04	2005-08, 2008-09 & 2010-11	Supreme Court.
The Finance Act, 1994	Denial of Cenvat Credit	14,414.99	2005-08, 2008-09 & 2010-11	Gujarat High Court

Nature of Statute	Nature of Dues	Amount ('' in Lakhs)	Period to which the amount Relates	Forum where the dispute is pending.
The Finance Act, 1994	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	9,468.15	2009-10 2010-11 2011-12 2012-13	Custom Excise & Service Tax Appellate Tribunal.
	Denial of Cenvat Credit	3,692.00	2010-11 2012-13 2014-15 2015-16 2016-17	Commissioner/ Asst. Commissioner
	Service tax on Liquidated damages	480.65	July 2012 to June 2017	Commissioner DGGI Ahmedabad

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions. As per information and explanation and from verification of records, Company has not issued any debentures.

9. Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. The term loans were applied for the purposes for which those are raised.

10. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not paid /provided for managerial remuneration.

12. The Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records given by the management of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and details of such transactions have been disclosed in the notes to the financial statements as required by under Indian Accounting Standard (AS) 24, Related Party Disclosures.

14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the order is not applicable to the company.

15. As informed, the provision of Section 197 managerial remuneration are not applicable to the Company, being a Government Company, in terms of MCA Notification No: G.S.R. 463 (E) dated 5^th June, 2015.

16. The company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

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

We have audited the internal financial controls over financial reporting of Gujarat State Petronet Limited (âthe Companyâ) as of 31^st March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended 31^st March, 2018.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 (âICAIâ). 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 companyâs 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.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) 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 auditorâs 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 Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs 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 companyâs 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 companyâs 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^st March, 2018, 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.

In the continuation of our Independent Audit Report on Standalone Ind AS financial Statements of Gujarat State Petronet Limited (âThe Companyâ), dated 21^st May 2018 & pursuant to directions under section 143 (5) Companies Act 2013 applicable for the year 2017-18.

1. Whether the company has clear title / lease deeds for freehold and leasehold respectively? If not please state the area of freehold and leasehold land for which title / lease deeds are not available?

As per information and explanation given to us, the Company has clear title / lease deeds for freehold and leasehold respectively.

2. Whether there are any cases of waiver / write off of debts / loans / interest / etc. If yes, the reason there for and the amount involved.

There are no such cases of waiver of debts / loan / interest etc.

3. Whether proper records are maintained for inventories lying with third parties & assets received as gift / grant (s) from the Govt. or other authorities.

Company does not own any inventory which is lying with third party. Further company has not received any asset as gift from Govt. or other authorities.

Sub-directions under section 143 (5) of Companies Act, 2013

1. Whether the Company has taken adequate measures to prevent encroachment of idle land owned by it. Whether any land of the Company is encroached, under litigation, not put to use or declared surplus? Details may be provided.

As per information and explanation given to us, the Company has taken adequate measures to prevent encroachment and there is no encroachment to the land owned by the company.

2. Whether the system in vogue for identification of projects to be taken up under Public Private Partnership is in line with the guideline / policies of the Government? Comment on deviation if any?

The Company does not have any project to be taken up under Public Private Partnership.

3. Whether system the monitoring the execution of works vis-a-vis the milestones stipulated in the agreement is in existence and the impact of cost escalation. If any, revenues/losses from contracts etc. have been properly accounted for in the books..

System for monitoring the execution of works vis-a-vis the milestones stipulated in the agreement is in existence and the impact of cost escalation, if any revenues/ losses from contracts etc., have been properly accounted for in the books.

4. Whether funds received/ receivable for specific schemes from central/ State agencies were properly accounted for/utilized? List the cases of deviations..

The Company does not have received/ receivable any fund for specific schemes from central/ State agencies.

5. Whether the bank guarantees have been revalidated in time?

Bank guarantees have been revalidated in a timely manner.

6. Comment on the confirmation of balances of trade receivables, trade payables, term deposits, bank accounts and cash obtained. Balance Confirmation has been received in respect of term deposits, bank accounts & Cash. Separate disclosure has been made for trade receivables & trade payables- kindly refer note 36 to notes to accounts.

7. The cost incurred on abandoned projects may be quantified and the amount actually written-off shall be mentioned.

During the year 2016-17 the Company has not abandoned any projects.

Trading under Service sector

(i) Whether the Company has an effective system for the recovery of dues in respect of its sales activities and the dues outstanding and recoveries there against have been properly recorded in the books of accounts?

Not Applicable

(ii) Whether the Company has an effective system for physical verification valuation of stock, treatment of non moving items and accounting the effect of shortage/excess noticed during physical verification?

Not Applicable

(iii) The effectiveness of the system followed in recovery of dues in respect of sales activities may be examined and reported.

Not Applicable

For, V.V. Patel & Co.

Chartered Accountants

Firm Regn. No. 118124W CA

Swapnil K. Bhatt

Place: Gandhinagar Partner

Date : 21^st May, 2018 Membership No. 128864

Mar 31, 2017

To,

The Members

Gujarat State Petronet Limited Gandhinagar

Report on the Standalone Ind AS Financial Statements

Being a Government Company, the Comptroller & Auditor General of India has carried out supplementary audit of your Company pursuant to Provisions of Section 143 (6) of the Companies Act, 2013. The Comptroller & Auditor General has issued provisional comments on Independent auditors report. On considering the comments we here by issuing revised Independent auditors report on standalone financial statements, hence we are replacing our original report which was issued vide dated 25^th May, 2017.

We have audited the accompanying standalone Ind AS financial statements of Gujarat State Petronet Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act. 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.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS 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 Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the financial position of the Company as at 31^st March, 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31^st March, 2016 and the transition date opening balance sheet as at 1^st April, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by us and the predecessor auditor respectively, corresponding audit report for the year ended 31^st March, 2016 and 31^st March, 2015 dated 19^th May, 2016 and 22^nd May, 2015 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Report on Other Legal and Regulatory Requirements

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, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Ind As financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

i) The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements -Refer Note 30 to the Ind AS financial statements.

ii) The Company has made provisions as at 31^st March 2017, as required under the applicable law or Indian 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.

iv) The Company has provided requisite disclosures in its standalone Ind As financial statements as to holdings as well as dealing in specified bank notes during the period from 8^th November, 2016 to 30^th December, 2016 and these are in accordance with books of account maintained by company. Refer No : 49 to the Standalone Ind AS financial statements.

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

The Annexure referred to in Independent Auditorâs Report to the members of the Company on the Standalone Ind AS financial statements for the year ended 31^st March 2017, 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 on regular interval. 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.

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.

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 joint venture namely GSPL India Gasnet Limited and GSPL India Transco Limited.

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.

2017 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 31^st March, 2017 which have not been deposited on account of dispute are as follows :

Nature of Statute	Nature of Dues	Amount (Rs, 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	6.75	2013-14	CIT (Appeals), Assessing Officer.
The Finance Act, 1994	Denial of Cenvat Credit	735.04	2005-08, 2008-09 & 2010-11	Supreme Court.
The Finance Act, 1994	Denial of Cenvat Credit	14,414.99	2005-08, 2008-09 & 2010-11	The hounarble high court of Gujarat.

Nature of Statute	Nature of Dues	Amount (Rs, in Lakhs)	Period to which the amount Relates	Forum where the dispute is pending.
The Finance Act, 1994	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	2500.66	2010-11 2012-13 2014-15	Commissioner/ Asst. Commissioner

11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not paid /provided for managerial remuneration.

12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by under Indian Accounting Standard (AS) 24, Related Party Disclosures specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

We have audited the internal financial controls over financial reporting of Gujarat State Petronet Limited (âthe Companyâ) as of 31^st March 2017 in conjunction with our audit of the Ind AS standalone financial statements of the Company for the year ended 31^st March, 2017.

Managementâs Responsibility for Internal Financial Controls

Auditorâs Responsibility

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs 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 Standalone Ind AS 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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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^stMarch, 2017, 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 and on behalf of the Board of Directors

Date: 11^th August, 2017 M M Srivastava, IAS (Retd.)

Place: Gandhinagar Chairman

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 (âthe Companyâ), which comprise the balance sheet as at 31^st 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.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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.

Auditorâs Responsibility

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

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 auditorâs 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 Companyâs 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 Companyâs 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 31^st March, 2016 and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

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 5^th 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 âAnnexure Bâ; and

g. With respect to the other matters to be included in the Auditorâs 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 31^st 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 âAnnexure Câ, A statement on matters specified by the Comptroller and Auditor General of India for the Company.

The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the Standalone financial statements for the year ended 31^st 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.

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.

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.

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 31^st 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 31^st 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 (âthe Actâ)

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

Managementâs Responsibility for Internal Financial Controls

Auditorâs Responsibility

Meaning of Internal Financial Controls over Financial Reporting

(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;

Inherent Limitations of Internal Financial Controls over Financial Reporting

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^st 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 : 19^th 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

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.

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.

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.

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.

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

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.

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

Mar 31, 2009

We have audited the attached Balance Sheet of Gujarat State Petronet Limited as at 31st March, 2009 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.

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.

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.

Further to our comments in the Annexure referred to in paragraph above, we report that: Â®

a. We have obtained all information and explanations which, to the best of our knowledge and belief were necessary for the purpose of out 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 &c 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 the notes forming part of 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 31 * March, 2009 and

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

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

ANNEXURE REFERRED TO PARAGRAPH 3 OF 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, 2009)

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 book 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 Cpmpany 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 subclause (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 public during the year 2008-2009 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.

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 /3/2009 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. (d),(e),(f) & (g) of point no.2 of the 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 in the financial year under audit and in the immediately proceeding 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.

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, 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 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 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 year.

For P. Singhvi & Associates Chartered Accountants (Praveen Singhvi) Partner M. No. 071608

Place: Ahmedabad Date : 9th July, 2009

Mar 31, 2008

We have audited the attached Balance Sheet of Gujarat State Petronet Limited as at 31st March, 2008 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.

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, to the extent applicable.

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 the notes forming part of 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 practices generally accepted in India.

I] In case of Balance sheet, of the state of affairs of the Company as at 31st March, 2008 and

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

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

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE AUDITORS 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 year fixed assets were physically verified by the management and no material liscrepancies 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.

3. 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.

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

6. The company has not accepted deposits from public.

7. The company has appointed an Internal Auditor. On the basis of the reports made by the internal auditors to management the internal audit system, in our opinion, is commensurate with the size and nature of the business of the company.

9. 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 which are outstanding as at 31 / 3/2008 for a period of more than six months from the date they became payable.

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

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. The company has not granted any Loans & Advances on the basis of security by way of pledge of other securities, and in our opinion, adequate documents and records are maintained.

13. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence, the requirement of clause (x) 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.

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 long-term requirements have been used for short-term investment and vise-versa.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained undet section 301 of the Act.

19. Proper securities have been created in respect of debenture/bond issues.

20. We have verified the end use of money raised by Public Issue and the same has been disclosed in Note no. 4 of the Notes to Accounts forming part of the financial statements.

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

For M/s T N Shah & Company Chartered Accountants

T N Shah Place : Gandhinagar Partner Date : 4th July, 2008 Membership No. 42748

Mar 31, 2007

We have audited the attached Balance Sheet of Gujarat State Petronet Limited as at 31st March, 2007 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.

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 Annexute a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the Company.

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, to the extent applicable.

i) In case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2007 and

ii) In case of Profit & Loss Account, of the Profit for the year ended on that date.

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

For M/s T N Shah & Company Chartered Accountants T N Shah Partner

Place : Gandhinagar Date : 16th June 2007

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE 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 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.

3. 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.

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

6. The company has not accepted deposits from public.

9. 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 which are outstanding as at 31/3/2007 for a period of more than six months from the date they became payable.

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. The company has not granted any Loans & Advances on the basis of security by way of pledge of other securities, and in our opinion, adequate documents and records are maintained.

13. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence, the requirement of clause (x) 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.

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 long-term requirements have been used for short-term investment and vise-versa.

18. 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 Act.

19. Proper securities have been created in respect of debenture/bond issues.

20. We have verified the end use of money raised by Public Issue and the same has been disclosed in Note no. 3 of the Notes to Accounts forming part of the financial statements.

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

For M/s T N Shah & Company Chartered Accountants

Place: Gandhinagar T N Shah Date : 16th June 2007 Partner

Mar 31, 2006

We have audited the attached Balance Sheet of Gujarat State Petronet Limited as at 31st March, 2006 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.

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 & 5 of the said order, to the extent applicable to the Company.

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.

e. On the basis of the written representations received from the company, we report that none of the directors are disqualified as at March 31, 2006 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

I] In case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2006 and

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

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

For M/s T. N. Shah & Company Chartered Accountants

T. N. Shah Partner

Place : Gandhinagar Date : 22nd June, 2006

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE 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 year fixed assets were physically verified by the management and no material discrepancies were noticed between the book records and physical existence of assets.

c. No substantial part of fixed assets have been disposed off during the year.

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

6. The company has not accepted deposits from public.

9. 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 which are outstanding as at 31/3/2006 for a period of more than six months from the date they became payable.

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. The company has not granted any Loans & Advances on the basis of security by way of pledge of other securities, and in our opinion, adequate documents and records are maintained.

13. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence, the requirement of clause (x) 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.

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 long-term requirements have been used for short-term investment and vice-versa.

18. 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 Act.

19. Proper securities have been created in respect of debenture/bond issues.

20. We have verified the end use of money raised by Public Issue and the same has been disclosed in Note no. 3 of the Notes to Accounts forming part of the financial statements.

21. According the information and explanation given to us, a fraud on or by the company has not been noticed or reported during the last six months.

For T. N. SHAH & COMPANY Chartered Accountants (T. N. SHAH) Partner

Place : Gandhinagar Date : 22nd June, 2006

Mar 31, 2005

We have audited the attached Balance Sheet of Gujarat State Petronet Limited as at 31st March, 2005 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 & 5 of the said order, to the extent applicable to the Company.

Further to our comments in the Annexure referred to in paragraph above:

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 form our examination of the books;

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

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

e. On the basis of the written representations received from the directors of the company, we report that none of the directors are disqualified as at March 31. 2005 from being appointed as a director in terms of Section 274 (1)fg) 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 accounting policies and the notes forming part of accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view,

I] In case of Balance sheet, of the state of affairs of the Company as at 31st March. 2005 and

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

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE AUDITORS REPORT

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

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 dispose off during the year.

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, materials procured for project, spare parts etc. were physically verified by the management and that no major discrepancies were noticed.

3. 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

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 equipment, plant & machinery, and other assets. In our opinion and according to the information & explanations given to us, there is no continuing failure to correct major weakness in internal control,

5. According to the information & explanations given to us, there are no transactions that need to be entered into register in pursuance of section 301 of the Companies Act 1956.

6. The company has accepted deposits form public and the directives issued by Reserve Bank of India and provision of section 58A and 58AA of the act and rules framed there under have been complied with.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government to 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.

9. 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 which are outstanding as at 31/3/2005 for a period of more than six months from the date they became payable.

11. According to information & explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. The company has not granted any Loans & 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 or Mutual benefit society. Hence, the requirement of clause (x) 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.

15. According to information & explanations given to us, the company has not given any guarantee for loans taken by the others from banks or financial institutions.

16. In our opinion & according to the information & explanation given to us, the term loans obtained were applied for the purpose for which the loans were obtained.

17. According to the information & explanation given to us. no funds raised on short- term basis have been used for long-term investment Similarly, no funds raised on long-term basis have been used for short-term investment

18. Since the company has not any public issue, the requirement of disclosing details about preferential allotment is not applicable to the company.

19. According to information & explanation given to us, proper securities have been created in respect of debenture/bond issues.

20. As explained to us. the management of the company has not raised any fund through public issue. Therefore the matter of disclosure of the end use of money raised through public issue is not applicable.

21. According the information and explanation given to us, any fraud on or by the company has not been noticed or reported during the year.

For T. N. SHAH & COMPANY CHARTERED ACCOUNTANTS

(T. N. SHAH) PARTNER Place: Gandhinagar Date : 9.08.05

Mar 31, 2004

We have audited the attached Balance Sheet of Gujarat State Petronet Limited as at 31" March, 2004 and the Profit & Loss Account for the year ended on that date annexed thereto and report that:

1. We have audited the attached Balance Sheet of Gujarat State Petronel Limited as at 31st March. 2004 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the repsonsibility of the Companys Management Our responsibility is to express an opinion on these financial statements based on our audit.

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 & 5 of the said order, to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph above:

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 form our examination of the books:

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

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

e. On the basis of the written representations received from the directors of the company, we report that none of the directors are disqualified as at March 31. 2004 from being appointed as a director in terms of Section 274 (1 )(g) 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 accounting policies and the notes forming part of accounts give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view.

I] In case of Balance sheet, of the state of affairs of the Company as at 31st March, 2004 and

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

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE AUDITORS 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 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 dispose off during the year.

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. The company has not 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.

b. This point will not apply to the Company.

c. This point will not apply to the Company.

d. This point will not apply to the Company.

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

b. This point will not apply to the Company.

6. The company has accepted deposits form public and the directives issued by Reserve Bank of India and provision of section 58a and 58aa of the act and rules framed there under have been complied with.

8. This point will not apply to the Company.

9.a. The company has regularly deposited undisputed statutory dues.

b. This point will not apply to the Company

10- This point will not apply to the Company

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12- Adequate documents and records have been maintained in cases where the company has granted loans and advances.

13. This point will not apply to the Company

14. This point will not apply 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 long-term requirements have been used for short-term investment and vise-versa.

18. Since the company has not any public issue, the requirement of disclosing details about preferential allotment is not applicable to the company.

19 Proper securities have been created in respect of debenture/bond issues.

20. This point will not apply to the Company

21. As informed to us there is no fraud on or by the company.

For G C PATEL & COMPANY, CHARTERED ACCOUNTANTS

(BHARAT B.PATEL) PARTNER Place : Gandhinagar Date : 14/10/2004

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