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Auditor Report of Indian Oil Corporation Ltd.

Mar 31, 2023

The Members of Indian Oil Corporation LimitedReport on the audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Indian Oil Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the standalone financial statements including a summary of significant accounting policies and other explanatory information in which are incorporated the financial statements for the year ended on that date audited by the Branch Auditors of the Company''s one Branch, namely Research & Development (R&D) division situated at Faridabad, Haryana, India.

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 (the "Act") in the manner so required and give a true and fair view in conformity with Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and total comprehensive income (comprising of profit and other 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 (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors'' 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" thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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:

Key Audit Matters

Auditors'' response to Key Audit Matters

Property, Plant & Equipment and Intangible Assets

There are areas where management judgement impacts the carrying value of property, plant and equipment, intangible assets and their respective depreciation/amortisation rates. These include the decision to capitalise or expense costs; the annual asset life review; the timeliness of the capitalisation of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the materiality in the context of the Balance Sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance.

We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capitalisation process, performed tests of details on costs capitalised, the timeliness of the capitalisation of the assets and the de-recognition criteria for assets retired from active use.

In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realizable value of the assets retired from active use; the appropriateness of assets lives applied in the calculation of depreciation/ amortisation; the useful lives of assets prescribed in Schedule II to the Act and the useful lives of certain assets as per the technical assessment of the management. We observed that the management has regularly reviewed the aforesaid judgements and there are no material changes.

Key Audit Matters

Auditors'' response to Key Audit Matters

Provision for Direct Taxes

The Company has uncertain direct tax positions including matters under dispute which involves significant judgment relating to the possible outcome of these disputes in estimation of the provision for income tax, Because of the judgement required, this area is considered as a key audit matter,

Our audit procedures involved assessment of the management''s underlying assumptions in estimating the tax provision and the possible outcome of the disputes taking into account the legal precedence, jurisprudence and other rulings in evaluating management''s position on these uncertain direct tax positions, We have also assessed the disclosures made by the company in this regard in standalone financial statements

Provisions and Contingent Liabilities

The Company is involved in various taxes and other disputes for which final outcome cannot be easily predicted and which could potentially result in significant liabilities, The assessment of the risks associated with the litigations is based on complex assumptions, which require the use of judgement and such judgement relates, primarily, to the assessment of the uncertainties connected to the prediction of the outcome of the proceedings and to the adequacy of the disclosures in the standalone financial statements, Because of the judgement required, the materiality of such litigations and the complexity of the assessment process, this area is considered as a key audit matter,

Our audit procedures in response to this Key Audit Matter included,

among others,

• Assessment of the process and relevant controls implemented to identify legal and tax litigations and pending administrative proceedings,

• Assessment of assumptions used in the evaluation of potential legal and tax risks performed by the legal and tax department of the Company considering the legal precedence and other rulings in similar cases,

• Inquiry with the legal and tax departments regarding the status of the most significant disputes and inspection of the key relevant documentation,

• Analysis of opinion received from the experts wherever available,

• Review of the adequacy of the disclosures in the notes to the standalone financial statements,

Investments in Subsidiaries, Joint Ventures and Associates

Investments in subsidiaries, joint ventures and associates which are valued at cost have been adjusted for impairment losses in line with "Ind AS 36 Impairment of assets''! In case there is an indication of possible impairment, the Company carries out an impairment test by comparing the recoverable amount of the investments determined according to the value in use method and their carrying amount, The valuation process adopted by management is complex and is based on a series of assumptions, such as the forecast cash flows, the appropriate discounting rate and the growth rate, These assumptions are, by nature, influenced by future expectations regarding the evolution of external market, Since judgement of the management is required to determine whether there is indication of possible impairment and considering the subjectivity of the estimates relating to the determination of the cash flows and the key assumptions of the impairment test, the area is considered as a key audit matter,

With reference to this key audit matter, we considered the following:

• Book value of the investments in subsidiaries, joint venture and associates as compared to the carrying amount,

• Market capitalization in case of listed entities in which investments have been made,

• Some of the entities are still in the construction stage and have not begun commercial operations,

Based on the information and explanations obtained as above, we concluded that the Management''s judgement regarding indication of impairment in certain investments during the year is appropriate, Where there is indication of impairment, we examined the approach taken by management to determine the value of the investments, analysed the methods and assumptions applied by management to carry out the impairment test and the reports obtained from the experts in valuation,

The following audit procedures were adopted:

• identification and understanding of the significant controls implemented by the Company over the impairment testing process; analysis of the reasonableness of the principal assumptions made to estimate their cash flows, and obtaining other information from management that we deemed to be significant;

• analysis of actual data of the year and previous years in comparison with the original plan, in order to assess the nature of variances and the reliability of the planning process;

• assessment of the reasonableness of the discount rate and growth rate;

• Verification of the mathematical accuracy of the model used to determine the value in use of the investments,

We also examined the adequacy of the information provided by the Company about the impairment test and its consistency with the requirements of Ind AS 36,

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information, The other information comprises the information included in the Financial Performance highlights, Board''s Report including Annexure to Board''s Report, Management Discussions and Analysis, Business Responsibility and Sustainability Report, Report on Corporate Governance, Shareholders Information and other information in the Integrated Annual Report but does not include the standalone financial statements and our auditors'' report thereon,

Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available, and in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated,

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

When we read the remaining other information, which we will obtain after the date of auditors'' report and if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance,

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified 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 of 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, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so,

The Board of Directors is also responsible for overseeing the Company''s financial reporting process,

Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our opinion, Reasonable assurance is a high level of assurance but 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 are 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 standalone financial statements,

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

• Identify and assess the risks of material misstatement of the standalone 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,

• Obtain an understanding of internal control 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 with reference to standalone financial statements in place and the operating effectiveness of such controls,

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management,

• Conclude on the appropriateness of management''s 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 ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' 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 auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

• Obtain sufficient appropriate audit evidence regarding the financial statements/financial information of the branch to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of the components which have been audited by us. For the branches included in the standalone financial statements, which have been audited by branch auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

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 matters in our auditors'' 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.

Other Matters

We did not audit the financial statements of one Branch included in the standalone financial statements of the Company whose financial statements reflect total assets of H 1,752.93 crore as at March 31, 2023 and total revenues of H 39.24 crore for the year ended on that date, as considered in the standalone financial statements. The financial statements of this Branch have been audited by the Branch Auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this Branch, is based solely on the report of such Branch Auditors.

The standalone financial statements include the Company''s proportionate share (relating to Jointly controlled operations of E&P activities) in assets H 764.51 crore and liabilities H 171.49 crore as at March 31, 2023 and total revenue of H 274.07 crore and profit before tax of H 170.50 crore for the year ended on that date and in items of the statement of cash flow and related disclosures contained in the enclosed standalone financial statements. Our observations thereon are based on unaudited statements from the operators to the extent available with the Company in respect of 24 Blocks (out of which 12 Blocks are relinquished) and have been certified by the management. Our opinion in respect thereof is solely based on the management certified information. According to the information and explanations given to us by the Company''s management, these are not material to the Company.

We have also placed reliance on technical/ commercial evaluations by the management in respect of categorization of wells as exploratory, development and dry well, allocation of cost incurred on them, liability under New Exploration Licensing Policy (NELP) and nominated blocks for under-performance against agreed Minimum Work Programme.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in the paragraphs 3 and 4 of the said Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, in the "Annexure B" on the directions issued by the Comptroller and Auditor General of India.

3. 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 and proper returns adequate for the purpose of our audit have been received from the Branch not visited by us.

c. The report on the accounts of the Branch office of the Company audited under section 143(8) of the Act, by Branch Auditors has been furnished to us and has been properly dealt with by us in preparing this report.

d. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account and with the returns received from the Branch not visited by us.

e. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

f. We have been informed that the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R.463 (E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, Government of India.

g. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure C"

h. We are informed that the provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated 5th June, 2015.

i. With respect to the other matters to be included in the Auditors'' 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 standalone financial statements-Refer Note 36B to the standalone 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 - Refer Note 18 to the standalone financial statements.

iii. There has been no delay in transferring the amount, required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The 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 ("Intermediaries"), with 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 ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The 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 ("Funding Parties"), 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 ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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. As stated in Note 31 to the standalone financial statements:

a) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

b) The Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company from Financial Year beginning April 1, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year 2022-23.


Mar 31, 2022

Opinion

We have audited the accompanying standalone financial statements of Indian Oil Corporation Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the standalone financial statements including a summary of significant accounting policies and other explanatory information in which are incorporated the financial statements for the year ended on that date audited by the Branch Auditor of the Company''s one Branch, namely Research & Development (R&D) division situated at Faridabad, Haryana, India.

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 (the "Act”) in the manner so required and give a true and fair view in conformity with Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and total comprehensive income (comprising of profit and other 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 (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors'' 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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:

Key Audit Matters

Auditors'' response to Key Audit Matters

Property, Plant & Equipment and Intangible Assets

There are areas where management judgement impacts the carrying value of property, plant and equipment, intangible assets and their respective depreciation/amortisation rates. These include the decision to capitalise or expense costs; the annual asset life review; the timeliness of the capitalisation of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the materiality in the context of the Balance Sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance.

We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capitalisation process, performed tests of details on costs capitalised, the timeliness of the capitalisation of the assets and the de-recognition criteria for assets retired from active use.

In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realizable value of the assets retired from active use; the appropriateness of assets lives applied in the calculation of depreciation; the useful

Key Audit Matters

Auditors'' response to Key Audit Matters

lives of assets prescribed in Schedule II to the Act and the useful lives of certain assets as per the technical assessment of the management. We observed that the management has regularly reviewed the aforesaid judgements and there are no material changes.

Provision for Direct Taxes

The Company has uncertain direct tax positions including

Our audit procedures involved assessment of the

matters under dispute which involves significant judgement

management''s underlying assumptions in estimating the tax

relating to the possible outcome of these disputes in estimation

provision (as confirmed by the Company''s tax consultants) and

of the provision for income tax. Because of the judgement

the possible outcome of the disputes taking into account the

required, the area is a key audit matter for our audit.

legal precedence, jurisprudence and other rulings in evaluating management''s position on these uncertain direct tax positions. We have also assessed the disclosures made by the company in this regard.

Provisions and Contingent Liabilities

The Company is involved in various taxes and other disputes for which final outcome cannot be easily predicted and which could potentially result in significant liabilities. The assessment of the risks associated with the litigations is based on complex assumptions, which require the use of judgement and such judgement relates, primarily, to the assessment of

Our audit procedures in response to this Key Audit Matter included, among others,

• Assessment of the process and relevant controls implemented to identify legal and tax litigations and pending administrative proceedings.

the uncertainties connected to the prediction of the outcome

• Assessment of assumptions used in the evaluation of

of the proceedings and to the adequacy of the disclosures in

potential legal and tax risks performed by the legal and

the standalone financial statements. Because of the judgement

tax department of the Company considering the legal

required, the materiality of such litigations and the complexity

precedence and other rulings in similar cases.

of the assessment process, the area is a key matter for our audit.

• Inquiry with the legal and tax departments regarding the

status of the most significant disputes and inspection of the key relevant documentation.

• Analysis of opinion received from the experts wherever

available.

• Review of the adequacy of the disclosures in the notes to

the standalone financial statements.

Investments in Subsidiaries, Joint Ventures and Associates

Investments in subsidiaries, joint ventures and associates which

With reference to this key audit matter, we considered the

are valued at cost have been adjusted for impairment losses n line with "Ind AS 36 Impairment of assets”. In case there is an indication of possible impairment, the Company carries out an impairment test by comparing the recoverable amount

following:

• Book value of the investments in subsidiaries, joint venture and associates as compared to the carrying amount.

of the investments determined according to the value in use

• Market capitalization in case of listed entities in which

method and their carrying amount. The valuation process

investments have been made.

adopted by management is complex and is based on a series of assumptions, such as the forecast cash flows, the appropriate discounting rate and the growth rate. These assumptions are,

• Some of the entities are still in the construction stage and have not begun commercial operations.

by nature, influenced by future expectations regarding the

Based on the information and explanations obtained as above,

evolution of external market.

we concluded that the Management''s judgement regarding

Since judgement of the management is required to determine whether there is indication of possible impairment and considering the subjectivity of the estimates relating to the determination of the cash flows and the key assumptions of the mpairment test, the area is considered a key audit matter for our audit.

indication of impairment in certain investments during the year is appropriate. Where there is indication of impairment, we examined the approach taken by management to determine the value of the investments, analysed the methods and assumptions applied by management to carry out the impairment test and the reports obtained from the experts in valuation.

Key Audit Matters

Auditors'' response to Key Audit Matters

The following audit procedures were adopted:

• identification and understanding of the significant controls implemented by the Company over the impairment testing process; analysis of the reasonableness of the principal assumptions made to estimate their cash flows, and obtaining other information from management that we deemed to be significant;

• analysis of actual data of the year and previous years in comparison with the original plan, in order to assess the nature of variances and the reliability of the planning process;

• assessment of the reasonableness of the discount rate and growth rate;

• Verification of the mathematical accuracy of the model used to determine the value in use of the investments.

We also examined the adequacy of the information provided by the Company about the impairment test and its consistency with the requirements of Ind AS 36.

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Financial Performance highlights, Board''s Report including Annexure to Board''s Report, Management Discussions and Analysis, Business Responsibility and Sustainability Report, Report on Corporate Governance, Shareholders Information and other information in the Integrated Annual Report but does not include the standalone financial statements and our auditors'' report thereon.

Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available, and in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

When we read the other information, which we will obtain after the date of auditors'' report and if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified 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 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, 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, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our opinion. Reasonable assurance is a high level of assurance but 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 are 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 standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone 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.

• Obtain an understanding of internal control 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 with reference to standalone Financial Statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s 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 ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' 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 auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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 matters in our auditors'' 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.

Other Matters

We did not audit the financial statements of one Branch included in the standalone financial statements of the Company whose financial statements reflect total assets of J 1,471.59 crore as at March 31, 2022 and total revenues of J 42.38 crore for the year

ended on that date, as considered in the standalone financial statements. The financial statements of this Branch have been audited by the Branch Auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this Branch, is based solely on the report of such Branch Auditor.

The standalone financial statements include the Company''s proportionate share (relating to Jointly controlled operations of E&P activities) in assets J 716.94 crore and liabilities J 122.31 crore as at March 31, 2022 and total revenue of J 126.39 crore and profit before tax of J 49.59 crore for the year ended on that date and in items of the statement of cash flow and related disclosures contained in the enclosed standalone financial statements. Our observations thereon are based on unaudited statements from the operators to the extent available with the Company in respect of 21 Blocks (out of which 11 Blocks are relinquished) and have been certified by the management.

Our opinion in respect thereof is solely based on the management certified information.

We have also placed reliance on technical/ commercial evaluations by the management in respect of categorization of wells as exploratory, development and dry well, allocation of cost incurred on them, liability under New Exploration Licensing Policy (NELP) and nominated blocks for under-performance against agreed Minimum Work Programme.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, we give in the "Annexure A” a statement on the matters specified in the paragraphs 3 and 4 of the said Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, in the "Annexure B” on the directions issued by the Comptroller and Auditor General of India.

3. 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 and proper returns adequate for the purpose of our audit have been received from the Branch not visited by us.

c. The report on the accounts of the Branch office of the Company audited under section 143(8) of the Act, by Branch Auditor has been furnished to us and has been properly dealt with by us in preparing this report.

d. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account and with the returns received from the Branch not visited by us.

e. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

f. We have been informed that the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R.463 (E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, Government of India.

g. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure C”.

h. We are informed that the provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated 5th June, 2015.

i. With respect to the other matters to be included in the Auditors'' 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 standalone financial statements-Refer Note 36B to the standalone 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 - Refer Note 17 to the standalone financial statements.

iii. There has been no delay in transferring the amount, required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The 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 ("Intermediaries”), with 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 ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The 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 ("Funding Parties”), 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 ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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. As stated in Note 31 to the standalone financial statements:

a) The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Companies Act 2013.

b) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

The Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For G. S. MATHUR & CO. For K. C. MEHTA & CO. For SINGHI & CO. For S R B & ASSOCIATES

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

Firm Regn. No. 008744N Firm Regn. No. 106237W Firm Regn. No. 302049E Firm Regn. No. 310009E

Sd/- Sd/- Sd/- Sd/-

(Rajiv Kumar Wadhawan) (Vishal P. Doshi) (Shrenik Mehta) (R. S. Sahoo)

Partner Partner Partner Partner

M. No. 091007 M. No. 101533 M. No. 063769 M. No. 053960

UDIN: UDIN: UDIN: UDIN:

22091007AJCGDJ7522 22101533AJCFWW8790 22063769AJCGVY1618 22053960AJCGGK4519


Mar 31, 2021

INDEPENDENT AUDITORS'' REPORT

To

The Members of Indian Oil Corporation Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Indian Oil Corporation Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the standalone financial statements including a summary of significant accounting policies and other explanatory information in which are incorporated the financial statements for the year ended on that date audited by the Branch Auditor of the Company''s one Branch, namely Research & Development (R&D) division situated at Faridabad, Haryana, India.

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 (the "Act”) in the manner so required and give a true and fair view in conformity with Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and total comprehensive income (comprising of profit and other 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 (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors'' 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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:

Key Audit Matters

Auditors'' response to Key Audit Matters

Property, Plant & Equipment and Intangible Assets

There are areas where management judgement impacts the carrying value of property, plant and equipment, intangible assets and their respective depreciation/amortisation rates. These include the decision to capitalise or expense costs; the annual asset life review; the timeliness of the capitalisation of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the materiality in the context of the Balance Sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance.

We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capitalisation process, performed tests of details on costs capitalised, the timeliness of the capitalisation of the assets and the de-recognition criteria for assets retired from active use.

In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realisable value of the assets retired from active use; the appropriateness of assets lives applied in the calculation of depreciation; the useful

Key Audit Matters

Auditors'' response to Key Audit Matters

lives of assets prescribed in Schedule II to the Act and the useful lives of certain assets as per the technical assessment of the management. We observed that the management has regularly reviewed the aforesaid judgements and there are no material changes.

Capital Work-in-Progress

The Company is in the process of executing various projects like

We performed an understanding and evaluation of the system

expansion of refineries, installation of new plants, depots, LPG

of internal control over the capital work in progress, with

oottling plants, terminals, pipelines, etc. Since these projects

reference to identification and testing of key controls.

take a substantial period of time to get ready for intended use and due to their materiality in the context of the Balance Sheet of the Company, this is considered to be an area which had the significant effect on the overall audit strategy and allocation of resources in planning and completing our audit

We assessed the progress of the project and the intention and ability of the management to carry forward and bring the asset to its state of intended use.

Provision for Direct Taxes

The Company has uncertain direct tax positions including

Our audit procedures involved assessment of the

matters under dispute which involves significant judgment

management''s underlying assumptions in estimating the tax

relating to the possible outcome of these disputes in estimation

provision (as confirmed by the Company''s tax consultants)

of the provision for income tax. Because of the judgement

and the possible outcome of the disputes taking into account

required, the area is a key audit matter for our audit.

the legal precedence, jurisprudence and other rulings in evaluating management''s position on these uncertain direct tax positions. We observed that the provision for tax estimated as above including the deferred tax, has not resulted in material deviation from the applicable rate of tax after considering the exemptions, deductions and disallowances as per the provisions of the Income Tax Act, 1961.

Provisions and Contingent Liabilities

The Company is involved in various taxes and other disputes for which final outcome cannot be easily predicted and which could potentially result in significant liabilities. The assessment of the risks associated with the litigations is based on complex assumptions, which require the use of judgement and such judgement relates, primarily, to the assessment of the

Our audit procedures in response to this Key Audit Matter included, among others,

• Assessment of the process and relevant controls implemented to identify legal and tax litigations and pending administrative proceedings.

uncertainties connected to the prediction of the outcome of

• Assessment of assumptions used in the evaluation of

the proceedings and to the adequacy of the disclosures in the

potential legal and tax risks performed by the legal and

standalone financial statements. Because of the judgement

tax department of the Company considering the legal

required, the materiality of such litigations and the complexity

precedence and other rulings in similar cases.

of the assessment process, the area is a key matter for our audit.

• Inquiry with the legal and tax departments regarding the

status of the most significant disputes and inspection of the key relevant documentation.

• Analysis of opinion received from the experts wherever

available.

• Review of the adequacy of the disclosures in the notes to

the standalone financial statements.

Key Audit Matters

Auditors'' response to Key Audit Matters

Investments in Subsidiaries, Joint Ventures and Associates

Investments in subsidiaries, joint ventures and associates are

With reference to this key audit matter, we considered the

valued at cost adjusted for impairment losses. In line with "Ind

following:

AS 36 Impairment of assets”, in case there is an indication of .

possible impairment, the Company carries out an impairment

• Book value of the investments in subsidiaries, joint venture and associates as compared to the carrying amount.

test by comparing the recoverable amount of the investments

determined according to the value in use method and their

• Market capitalisation in case of listed entities in which

carrying amount. The valuation process adopted by management

investments have been made.

is complex and is based on a series of assumptions, such as the

• Some of the entities are still in the construction stage and

forecast cash flows, the appropriate discounting rate and the

have not begun commercial operations.

growth rate. These assumptions are, by nature, influenced by

future expectations regarding the evolution of external market.

Based on the information and explanations obtained as above,

Since judgement of the management is required to determine

we concluded that the Management''s judgement regarding indication of impairment in certain investments during the

whether there is indication of possible impairment and

considering the subjectivity of the estimates relating to the

year is appropriate. Where there is indication of impairment, we examined the approach taken by management to

determination of the cash flows and the key assumptions of the

determine the value of the investments, analysed the methods

impairment test, the area is considered a key audit matter for

our audit.

and assumptions applied by management to carry out the impairment test and the reports obtained from the experts in

valuation.

The following audit procedures were adopted:

• Identification and understanding of the significant controls implemented by the Company over the impairment testing process; analysis of the reasonableness of the principal assumptions made to estimate their cash flows, and obtaining other information from management that we deemed to be significant;

• Analysis of actual data of the year and previous years in comparison with the original plan, in order to assess the nature of variances and the reliability of the planning process;

• Assessment of the reasonableness of the discount rate and growth rate;

• Verification of the mathematical accuracy of the model used to determine the value in use of the investments.

We also examined the adequacy of the information provided

by the Company about the impairment test and its consistency

with the requirements of Ind AS 36.

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Financial Performance highlights, Board''s Report including Annexure to Board''s Report, Management Discussions and Analysis, Business Responsibility Report, Report on Corporate Governance, Shareholders Information and other information in the Integrated Annual Report but does not include the standalone financial statements and our auditors'' report thereon.

Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available, and in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

When we read the other information, which we will obtain after the date of auditors'' report and if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified 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 of 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, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our opinion. Reasonable assurance is a high level of assurance, but 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 are 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 standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone 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.

• Obtain an understanding of internal control 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 with reference to standalone Financial Statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s 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 ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' 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 auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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 matters in our auditors'' 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.

Other Matters

We did not audit the financial statements of one Branch included in the standalone financial statements of the Company whose financial statements reflect total assets of J 1,083.94 Crore as at March 31, 2021 and total revenues of J 39.81 Crore for the year ended on that date, as considered in the standalone financial statements. The financial statements of this Branch have been audited by the Branch Auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this Branch, is based solely on the report of such Branch Auditor.

The standalone financial statements include the Company''s proportionate share (relating to Jointly controlled operations of E&P activities) in assets J 649.97 Crore and liabilities J 122.38 Crore as at March 31, 2021 and total revenue of J 101.08 Crore and total net profit of J 15.93 Crore for the year ended on that date and in items of the statement of cash flow and related disclosures contained in the enclosed standalone financial statements. Our observations thereon are based on unaudited statements from the operators to the extent available with the Company in respect of 21 Blocks (out of which 11 Blocks are relinquished) and have been certified by the management.

Our opinion in respect thereof is solely based on the management certified information.

We have also placed reliance on technical/ commercial evaluations by the management in respect of categorisation of wells as exploratory, development and dry well, allocation of cost incurred on them, liability under New Exploration Licensing Policy (NELP) and nominated blocks for under-performance against agreed Minimum Work Programme.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order”) issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, we give in the "Annexure A” a statement on the matters specified in the paragraphs 3 and 4 of the said Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, in the "Annexure B” on the directions issued by the Comptroller and Auditor General of India.

3. 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 and proper returns adequate for the purpose of our audit have been received from the Branch not visited by us.

c. The report on the accounts of the Branch office of the Company audited under section 143(8) of the Act, by Branch Auditor has been furnished to us and has been properly dealt with by us in preparing this report.

d. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account and with the returns received from the Branch not visited by us.

e. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

f. We have been informed that the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R.463 (E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, Government of India.

g. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure C”.

h. We are informed that the provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated 5th June, 2015.

i. With respect to the other matters to be included in the Auditors'' 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 standalone financial statements-Refer Note 36B to the standalone 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 - Refer Note 17 to the standalone financial statements.

iii. There has been no delay in transferring the amount, required to be transferred to the Investor Education and Protection Fund by the Company.

For G. S. MATHUR & CO. For K. C.MEHTA & CO. For SINGHI & CO. For V. SINGHI & ASSOCIATES

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

Firm Regn. No. 008744N Firm Regn. No. 106237W Firm Regn. No. 302049E Firm Regn. No. 311017E

Sd/- Sd/- Sd/- Sd/-

(Rajiv Kumar Wadhawan) (Vishal P. Doshi) (Pradeep Kumar Singhi) (Sunil Singhi)

Partner Partner Partner Partner

M. No. 091007 M. No. 101533 M. No. 050773 M. No. 060854

UDIN: UDIN: UDIN: UDIN:

21091007AAAADN7730 21101533AAAABK9531 21050773AAAAAE7966 21060854AAAABC9278

New Delhi Vadodara Kolkata Kolkata

Date: May 19, 2021

Annexure A to the Independent Auditors'' Report

Annexure referred to in Independent Auditors'' Report to the members of Indian Oil Corporation

Limited on the standalone financial statements for the year ended March 31, 2021

(i) (a) The Company has generally maintained proper records showing full particulars including quantitative details and situation

of fixed assets.

(b) There is a regular programme of physical verification of all fixed assets, other than LPG cylinders and pressure regulators with customers, over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. In our opinion and as per the information given by the Management, the discrepancies observed were not material and have been appropriately accounted for in the books.

(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title/ lease deeds of the immovable properties are held in the name of the Company except in cases given below:

Particulars

Number of cases

Gross Block/ Value (J in Crore)

Net Block/ Value J in Crore)

Freehold

Freehold Land

16

428.37

428.37

Freehold Building

7

5.58

4.64

ROU assets

Leasehold Land

104

579.72

403.83

Leasehold Building

3

269.11

265.37

(ii) According to the information and explanations given to us, the inventory (excluding inventory lying with third parties, inventory under joint operations and material in transit) has been physically verified by the management during the year and in our opinion, the frequency of verification is reasonable. As explained to us, no material discrepancies were noticed on physical verification of inventories as compared to the book records.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, during the year, to any companies, firms, and limited liability partnerships or other parties covered in register maintained under Section 189 of the Act.

In view of the above, reporting under clause 3 (iii)(a), 3 (iii)(b) and 3 (iii)(c) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company is exempted from the provisions of section 186 of the Act as it is engaged in the business of providing infrastructure facilities as provided under Schedule-VI of the Act. The Company has complied with the provisions of Section 185 of the Act.

(v) In our opinion and according to the information and explanations given to us, during the year, the Company has not accepted deposits from the public in terms of the provisions of sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules,2014, as amended and other relevant provisions of the Act or under the directives issued by the Reserve Bank of India and no deposits are outstanding at the year end except old cases under dispute aggregating to H 0.01 Crore, where we are informed that the Company has complied with necessary directions.

(vi) We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act, read with Companies (Cost Records& Audit) Rules, 2014, as amended and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) According to the information and explanations given to us, the Company has been regular in depositing with appropriate

authorities undisputed statutory dues, including provident fund, employee''s state insurance, income tax, value added tax, goods and service tax, excise duty, cess and other statutory dues applicable to it. Further, no undisputed amounts payable in respect of provident fund, employee''s state insurance, income tax, value added tax, goods and service tax, cess and any other statutory dues were in arrears, as at March 31, 2021, for a period of more than six months from the date they become payable.

(b) The disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are annexed in "Appendix A” with this report.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment

of dues to financial institutions, banks, Government or debenture holders.

(ix) According to the information and explanations given to us, the Company has applied the term loans for the purpose for which those were obtained. During the year the Company has not raised moneys through initial public offer or further public offer (including debt instruments). However, the Company has issued non-convertible debentures for capital expenditure requirements in the domestic market and as per the information and explanations given to us, the funds were applied for the purpose for which those were raised.

(x) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, no material case of frauds by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) The provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated 5th June, 2015.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and therefore, the reporting under Clause 3 (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given by the management, all transactions during the year with the related parties were approved by the Audit Committee and are in compliance with section 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone financial statements, as required by the applicable Indian accounting standards.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and therefore provisions of Section 42 of the Act are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any noncash transactions specified under section 192 of the Act with directors or persons connected with directors and therefore, reporting under clause (xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For G. S. MATHUR & CO. For K. C.MEHTA & CO. For SINGHI & CO. For V. SINGHI & ASSOCIATES

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

Firm Regn. No. 008744N Firm Regn. No. 106237W Firm Regn. No. 302049E Firm Regn. No. 311017E

Sd/- Sd/- Sd/- Sd/-

(Rajiv Kumar Wadhawan) (Vishal P. Doshi) (Pradeep Kumar Singhi) (Sunil Singhi)

Partner Partner Partner Partner

M. No. 091007 M. No. 101533 M. No. 050773 M. No. 060854

UDIN: UDIN: UDIN: UDIN:

21091007AAAADN7730 21101533AAAABK9531 21050773AAAAAE7966 21060854AAAABC9278

New Delhi Vadodara Kolkata Kolkata

Plato- Maw 1 Q OC1^1


Mar 31, 2019

INDEPENDENT AUDITORS’ REPORT

To

The Members of Indian Oil Corporation Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Indian Oil Corporation Limited (-the Company-), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including other Comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended and notes to the financial statements including a summary of significant accounting policies and other explanatory information in which are incorporated the returns for the year ended on that date audited by the Branch Auditor of the Company’s one Branch, namely Research & Development (R&D) division situated at Faridabad, Haryana, India.

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 (the -Act-) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and profit, 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 (SAs) specified under section 143(10) of Act (SAs). Our responsibilities under those Standards are further described in the Auditors’ Responsibilities for the Audit of the 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 there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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:

Key Audit Matters

Auditors'' response to Key Audit Matters

Property, Plant & Equipment and Intangible Assets

There are areas where management judgment impacts the

We assessed the controls in place over the fixed asset cycle,

carrying value of property, plant and equipment, intangible

evaluated the appropriateness of capitalization process,

assets and their respective depreciation/amortization rates.

performed tests of details on costs capitalized, the timeliness of

These include the decision to capitalize or expense costs; the

the capitalization of the assets and the de-recognition criteria for

annual asset life review; the timeliness of the capitalization of

assets retired from active use. In performing these procedures,

assets and the use of management assumptions and estimates

we reviewed the judgments made by management including the

for the determination or the measurement and recognition

nature of underlying costs capitalized; determination of realizable

criteria for assets retired from active use. Due to the materiality

value of the assets retired from active use; the appropriateness of

in the context of the balance sheet of the Company and the level

asset lives applied in the calculation of depreciation; the useful

of judgment and estimates required, we consider this to be as

lives of assets prescribed in Schedule II of the Companies Act,

area of significance.

2013 and the useful lives of certain assets as per the technical assessment of the management. We have observed that the management has regularly reviewed the aforesaid judgments and there are no material changes.

Key Audit Matters

Auditors'' response to Key Audit Matters

Capital Work-in-Proeress

The Company is in the process of executing various projects like

We performed an understanding and evaluation of the system of

expansion of refineries, installation of new plants, depots, LPG

internal control over the capital work in progress, with reference to

bottling plants, terminals, pipelines, etc. Since these projects

identification and testing of key controls.

take a substantial period of time to get ready for intended use and due to their materiality in the context of the balance sheet of the Company, this is considered to be an area which had the significant effect on the overall audit strategy and allocation of

We assessed the progress of the project and the intention and ability of the management to carry forward and bring the asset to its state of intended use.

resources in planning and completing our audit

Provision for Direct Taxes

The Company has uncertain direct tax positions including matters

Our audit process involved assessment of the management’s

under dispute which involves significant judgment relating to the

underlying assumptions in estimating the tax provision (as

possible outcome of these disputes in estimation of the provision

confirmed by the Company’s tax consultants) and the possible

for income tax. Because of the judgments required, the area is a

outcome of the disputes taking into account the legal precedence,

key audit matter for our audit.

jurisprudence and other rulings in evaluating management’s position on these uncertain direct tax positions. We have observed that the provision for tax estimated as above including the deferred tax, has not resulted in material deviation from the applicable rate of tax after considering the exemptions, deductions and disallowances as per the provisions of the Income Tax Act.

Provisions and Contingent Liabilities

The Company is involved in various taxes and other disputes

Our audit procedure in response to this key Audit Matter included,

for which final outcomes cannot be easily predicted and

among others,

which could potentially result in significant liabilities. The assessment of the risks associated with the litigations is based on complex assumptions, which require the use of judgments and such judgments relates, primarily, to the assessment of

- Assessment of the process and relevant controls implemented to identify legal and tax litigations, and pending administrative proceedings.

the uncertainties connected to the prediction of the outcome

- Assessment of assumptions used in the evaluation of potential

of the proceedings and to the adequacy of the disclosures in

legal and tax risks performed by the legal and tax department

the financial statements. Because of the judgments required,

of the Company considering the legal precedence and other

the materiality of such litigations and the complexity of the

rulings in similar cases.

assessment process, the area is a key matter for our audit.

- Inquiry with the legal and tax departments regarding the status of the most significant disputes and inspection of the key relevant documentation.

- Analysis of opinion received from the experts where available.

- Review of the adequacy of the disclosures in the notes to the financial statements.

Goods and Services Tax (GST)

The country has adopted goods and services tax with effect from

Our audit process involved assessing the management’s judgments

July 1, 2017. The goods and service tax is applicable only in

on the interpretations involved taking into account the advices and

case of certain products and services of the Company while major

opinions received from indirect tax experts.

products are still covered under the old regime viz., excise duty

and value added tax. Since the Company is covered under both

the regimes, the management is required to apply judgment

in the interpretation with respect to input tax credit available

and taxability of the products and services. Since significant

judgment of the management is required, the area is a key audit

matter for our audit.

Key Audit Matters

Auditors'' response to Key Audit Matters

Investments in Subsidiaries, Joint Ventures and Associates

Investments in subsidiaries, joint ventures and associates are

With reference to this key audit matter, we considered the

valued at cost adjusted for impairment losses. In line with

following:

-IndAS 36 ImDairment of assets-, in case there is an indication _ . ... ........

of possible impairment, the Company carries out an impairment

- Book value of the investments in subsidiaries, joint venture

test by comparing the recoverable amount of the investments

and associates as compared to the carrying amount.

determined according to the value in use method and their

- Market capitalization in case of listed entities in which

carrying amount. The valuation process adopted by management

investments have been made

is complex and is based on a series of assumptions, such as

the forecast cash flows, the appropriate discounting rate and the

- The prices of crude/gas being higher than the previous year’s

growth rate. These assumptions are, by nature, influenced by

level in case of upstream companies where the investments

future expectations regarding the evolution of external market.

have been made.

Since judgments of the management is required to determine

- Some of the entities are still in the construction stage and

whether there is indication of possible impairment and

have not begun commercial operations

considering the subjectivity of the estimates relating to the

Based on the information and explanations obtained as above,

determination of the cash flows and the key assumptions of the

we concluded that the Management’s judgments regarding

impairment test, the area is considered a key audit matter for

indication of impairment in certain investments during the year

our audit.

is appropriate. Where there is indication of impairment, we examined the approach taken by management to determine the value of the investments, analyzed the methods and assumptions applied by management to carry out the impairment test and the reports obtained from the experts in valuation.

The following audit procedures were adopted:

- identification and understanding of the significant controls implemented by the Company over the impairment testing

process; analysis of the reasonableness of the principal assumptions made to estimate their cash flows, and obtaining other information from management that we deemed to be significant;

- analysis of actual data of the year and previous years in comparison with the original plan, in order to assess the nature of variances and the reliability of the planning process;

- assessment of the reasonableness of the discount rate and growth rate;

- verification of the mathematical accuracy of the model used to determine the value in use of the investments.

We also examined the adequacy of the information provided by the Company about the impairment test and its consistency with the requirements of Ind AS 36.

Key Audit Matters

Auditors'' response to Key Audit Matters

Receivables from Airlines Customers

The Company has trade receivables from certain airlines.

Our audit procedures included:

The increasing challenges over the economy and operating environment in the airline industry during the year have increased the risks of default on receivables from the Company’s airline

- testing the management’s judgment with respect to recoverability of the dues from airline companies;

customers if they fail to meet their contractual obligations in

- perusing the confirmations from/reconciliations with the

accordance with the contracts.

airline customers indicating that there are no material

The management has determined and assessed that these

discrepancies or disputes;

amounts are good of recovery considering the dues receivable

- perusing the financial bank guarantees received from private

from a government airline company and financial bank guarantees

airlines covering the amount due from them.

received from private airlines covering the amount due from the private airline companies.

We are also informed that the Company has invoked bank guarantee obtained from one private airline and realized the money against

Considering the materiality of the amount involved, we considered

the dues subsequent to the Balance Sheet date.

this as a key audit matter for our audit

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Financial Performance highlights, Board’s Report including Annexure to Board’s Report, Management Discussions and Analysis, Business Responsibility Report, Report on Corporate Governance, Shareholders Information and other information in Integrated Annual Report but does not include the standalone financial statements and our auditors’ report thereon.

The information to the extent available, relating to the standalone financial statements which will be included in the Management discussion and Analysis and Financial Performance Highlights have been made available to us prior to the date of this auditors’ report and we have not observed any misstatement.

The other information, to the extent not made available to us as of the date of signing this report is expected to be made available to us after the date of this auditors’ report.

Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available, and in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

When we read the other information, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s 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 the other accounting principles generally accepted in India, including Indian Accounting Standards specified 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 of 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, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but 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 are 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 standalone financial statements.

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

- Identify and assess the risks of material misstatement of the standalone 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.

- Obtain an understanding of internal 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.

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

- Conclude on the appropriateness of management’s 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 ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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 matters in our auditors’ 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.

Other Matters

a) We did not audit the standalone financial statements/information of one Branch included in the standalone financial statements of the Company whose financial statements/financial information reflect total assets of Rs,899.80 crore as at March 31, 2019 and total revenues of Rs,25.22 crore for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of this Branch have been audited by the Branch Auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this Branch, is based solely on the report of such Branch Auditor.

b) The standalone financial statements include the Company’s proportionate share (relating to Jointly controlled operations) in assets Rs,544.39 crore, liabilities Rs,140.36 crore, income of Rs,152.52 crore and expenditure Rs,85.00 crore and elements making of the cash flow statement and related disclosures contained in the enclosed standalone financial statements and our observations thereon are based on unaudited statements from the operators to the extent available with the Company in respect of 14 blocks in India and overseas and have been certified by the management.

We have also placed reliance on technical/commercial evaluations by the management in respect of categorization of wells as exploratory, development and dry well, allocation of cost incurred on them, liability under New Exploration Licensing Policy (NELP) and nominated blocks for under-performance against agreed Minimum Work Programme.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (-the Order-) issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the -Annexure 1- a statement on the matters specified in the paragraphs 3 and 4 of the said Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, in the -Annexure 2- on the directions issued by the Comptroller and Auditor General of India.

3. 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 and proper returns adequate for the purpose of our audit have been received from the Branch not visited by us.

c) The report on the accounts of the Branch office of the Company audited under section 143(8) of the Act, by Branch Auditor has been sent to us and has been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive income),Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account and with the returns received from the Branch not visited by us.

e) In our opinion, the aforesaid standalone 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.

f) We have been informed that the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R.463(E) dated June 5, 2015 issued by Ministry of Corporate Affairs, Government of India.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in -Annexure 3-.

h) With respect to the other matters to be included in the Auditors’ Report in accordance with the requirements of section 197(16) of the Act, as amended:

We are informed that the provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated June 5, 2015.

i) With respect to the other matters to be included in the Auditors’ 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 standalone financial statements

- Refer Note 36 B to the standalone 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 - Refer Note 17 to standalone financial statements.

Hi. There has been no delay in transferring the amount, required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure referred to in Independent Auditors'' Report of even date to the members of Indian Oil Corporation Limited on the standalone financial statements for the year ended March 31, 2019

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

(b) There is a regular programme of physical verification of all fixed assets, other than LPG cylinders and pressure regulators with customers, over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. In our opinion and as per the information given by the Management, the discrepancies observed were not material and have been appropriately accounted for in the books.

(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title/lease deeds of the immovable properties are held in the name of the Company except in cases given below:

Particulars

Number of cases

Gross Block/Value (''in Crore)

Net Block/Value (''in Crore)

Leasehold Land- Operating leases

15

33.75

29.53

Leasehold Land- Finance leases

9

35.59

31.51

Leasehold Land- Total

24

69.34

61.04

Freehold Land

26

158.66

158.66

Building

7

5.58

4.97

Building- operating Lease

1

20.77

20.42

(ii) In our opinion and according to the information and explanations given to us, the inventory (excluding inventory lying with third parties and material in transit) has been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, during the year, to any companies, firms, and limited liability partnerships or other parties covered in register maintained under Section 189 of the Act.

In view of the above, reporting under clause 3 (iii)(a), 3 (iii)(b) and 3 (iii)(c) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company is exempted from the provisions of section 186 of the Act as it is engaged in the business of providing infrastructure facilities as provided under Schedule-VI of the Act. There were no transactions during the year to which the provisions of section 185 of the Act were applicable.

(v) In our opinion and according to the information and explanations given to us, during the year, the Company has not accepted deposits from the public in terms of the provisions of sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules,2014, as amended and other relevant provisions of the Act and no deposits are outstanding at the year end except old cases under dispute aggregating to Rs,0.01 crore, where we are informed that the Company has complied with necessary directions.

(vi) We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act, read with Companies (Cost Records & Audit) Rules, 2014, as amended and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales-tax, value added tax, service

tax, duty of custom, duty of excise, goods and service tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities and there are no undisputed dues outstanding as on March 31, 2019 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are annexed in -Appendix A- with this report.

(viii)ln our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks Government or debenture holders.

(ix) According to the information and explanations given to us, the Company has applied the term loans for the purpose for which those were obtained. During the year the Company has not raised money through initial public offer or further public offer (including debt instruments). However, the Company has issued bonds for working capital requirements in the international market and as per the information and explanations given to us, the funds were applied for the purpose for which those were raised.

(x) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, no material case of frauds by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) The provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated June 5, 2015.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and therefore, the reporting under Clause 3 (xii) of the Order is not applicable.

(xiii)ln our opinion and according to the information and explanations given by the management, all transactions during the year with the related parties were approved by the Audit Committee and are in compliance with section 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone financial statements, as required by the applicable Indian accounting standards.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and therefore provisions of Section 42 of the Act are not applicable to the Company during the year.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions specified under section 192 of the Act with directors or persons connected with him.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

REPORTING AS PER COMPANIES (AUDITOR’S REPORT) ORDER 2016 (DISPUTED STATUTORY DUES)

Appendix - A

Sl.

No.

Name of the Statute

Nature of Dues

Forum Where Dispute is pending

Gross Amount (''Rs, Crore)

Amount Paid under Protest (Rs, Crore)

Amount (net of deposits) (Rs, Crore)

Period to which the Amount relates (Financial Years)

1

CENTRAL EXCISE

CENTRAL EXCISE

Supreme Court

67.70

12.74

54.96

1989 to 2007

ACT, 1944

High Court

251.50

0.76

250.74

1996 to 2018

Tribunal

3,308.58

29.00

3,279.58

1980 to 2018

Revisionary

14.78

0.10

14.68

2000 to 2016

Authority

Appellate

173.92

0.50

173.42

1988 to 2018

Authority

(Below

Tribunal)

Total

3,816.48

43.10

3,773.38

2

CUSTOMS ACT,

CUSTOMS DUTY

Supreme Court

11.04

2.00

9.04

1998 to 2001

1962

High Court

2.10

2.05

0.05

2004 to 2017

Tribunal

59.78

1.02

58.76

1994 to 2006

Revisionary

0.13

0.01

0.12

2010-11

Authority

Appellate

14.23

0.14

14.09

2003 to 2017

Authority

(Below

Tribunal)

Total

87.28

5.22

82.06

3

SALES TAX/VAT

SALES TAX/VAT/

Supreme Court

25.19

-

25.19

1986 to 2005

LEGISLATIONS

TURNOVER TAX

High Court

1,317.69

82.30

1,235.39

1978 to 2017

Tribunal

4,063.93

950.15

3,113.78

1984 to 2018

Revisionary

544.69

103.49

441.20

1979 to 2011

Authority

Appellate

1,758.81

192.50

1,566.31

1989 to 2018

Authority

(Below

Tribunal)

Total

7,710.31

1,328.44

6,381.87

4

INCOME TAX ACT,

INCOME TAX

Supreme Court

1961

High Court

428.31

427.69

0.62

1986 to 2006

Tribunal

2,346.17

1,984.96

361.21

2003 to 2014

Appellate

2,184.72

645.50

1,539.22

2007 to 2016

Authority

(Below

Tribunal)

Total

4,959.20

3,058.15

1,901.05

5

FINANCE ACT,

SERVICE TAX

Tribunal

26.62

0.64

25.98

1996 to 2017

1994

Appellate

17.06

0.33

16.73

2004 to 2017

Authority

(Below

Tribunal)

Total

43.68

0.97

42.71

Sl.

Name of the Statute

Nature of Dues

Forum Where

Gross Amount

Amount Paid

Amount (net

Period to

No.

Dispute is pending

(RS, Crore)

under Protest (Rs,Crore)

of deposits) (''Rs,Crore)

which the Amount relates (Financial Years)

6

STATE

ENTRY TAX

Supreme Court

5,534.02

36.59

5,497.43

1991 to 2018

LEGISLATIONS

High Court

255.17

165.68

89.49

1999 to 2018

Tribunal

38.12

25.38

12.74

2001 to 2015

Revisionary

1.44

0.20

1.24

1999 to 2013

Authority

Appellate

9.41

4.10

5.31

1998 to 2015

Authority

(Below

Tribunal)

Total

5,838.16

231.95

5,606.21

7

OTHER

OTHERS

Supreme Court

2.64

-

2.64

2010-11

CENTRAL/STATE

COMMERCIAL TAX

High Court

90.42

10.38

80.04

2001 to 2019

LEGISLATIONS

etc.

Appellate

Authority

(Below

Tribunal)

Total

GRAND TOTAL

8.78

101.84

22,556.95

1.27

11.65

4,679.48

7.51

90.19

17,877.47

1999 to 2009

Note: Dues include penalty and interest, wherever applicable.

Sl.

No.

Directions

Action Taken

Impact on financial statements

1.

Whether the company has system in the place to process all the accounting transactions through it

system? If, yes the implications of processing of accounting transaction outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.

Company has a robust ERP system (SAP) to process all the accounting transactions through IT system. Some manual intervention is necessitated for valuation of inventories; however, accounting entries for the same are also processed through ERP.

NIL

2.

Whether there is any restructuring of an existing loan or cases of wavier/write off of debts/loans/interest etc. made by a lender to the company due to the company’s inability to repay the loan? If yes, financial impact may be stated

Company has been regular in discharging its principal and interest obligations on various loans during 2018-19. Therefore, there are no cases of restructuring of any loan or cases of waiver/write off of debts/loans/interest etc. made by any lender due to the company’s inability to repay the loan.

NIL

3.

Whether funds received/receivable for specific schemes from central/state agencies were properly accounted for/utilized as per its term and conditions? List the cases of deviation.

The Company has properly accounted for/ utilized funds received/receivable for specific schemes from central/state agencies as per its term and conditions

NIL

ANNEXURE 3 TO THE INDEPENDENT AUDITORS’ REPORT

Annexure referred to in Independent Auditors’ report of even date to the members of Indian Oil Corporation Limited on the standalone financial statements for the year ended March 31, 2019

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

We have audited the internal financial controls over financial reporting of Indian Oil Corporation Limited (-the Company-) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the -Guidance Note-) and the Standards on Auditing, issued by ICAI and prescribed under section 143(10) of the Act, 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 were 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 auditors’ judgments, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with the generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the standalone 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 March 31, 2019 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 ICAI.

Other Matters

Our aforesaid report under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to one Branch audited by the Branch Auditor, is based on the corresponding report of the Branch Auditor.

For S.K. MEHTA & CO . For V SANKAR AIYAR & CO.

Chartered Accountants Chartered Accountants

(Firm Regn. No. 000478N) (Firm Regn. No.l09208W)

Sd/- Sd/-

(CA. ROHIT MEHTA) (CA. M.S. BALACHANDRAN)

Partner Partner

M. No. 091382 M. No. 024282

For CK PRUSTY & ASSOCIATES For V. SINGHI & ASSOCIATES

Chartered Accountants Chartered Accountants

(Firm Regn. No. 323220E) (Firm Regn. No. 311017E)

Sd/- Sd/-

(CA. GV. JAYABAL) (CA. V. K. SINGHI)

Partner Partner

M. No. 015616 M. No. 050051

Place of Signature: New Delhi

Date: 17th May, 2019


Mar 31, 2018

To

The Members of Indian Oil Corporation Limited Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Indian Oil Corporation Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2018, 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 in which are incorporated the returns for the year ended on that date audited by the branch auditor of the Company''s one branch, namely R&D division situated at Faridabad, Haryana, India.

Management''s Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in the equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these 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 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 auditor''s 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 Company''s 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 Company''s 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 state of affairs (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income) and its cash flows and the changes in equity for the year ended on that date.

Other Matters

a) We did not audit the financial statements/information of one branch included in the standalone Ind AS financial statements of the Company whose financial statements / financial information reflect total assets of Rs, 895.90 crores as at 31st March, 2018 and total revenues of Rs, 19.08 crores for the year ended on that date, as considered in the standalone Ind AS financial statements. The financial statements/information of this branch have been audited by the branch auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such branch auditor.

b) The standalone Ind AS financial statements include the Company''s proportionate share (relating to Jointly controlled operations) in assets Rs, 447.04 crores, liabilities Rs, 115.50 crores, income of Rs,18.92 crores and expenditure Rs, 41.01 crores and elements making of the cash flow statement and related disclosures contained in the enclosed standalone Ind AS financial statements and our observations thereon are based on unaudited statements from the operators to the extent available with the Company in respect of 14 blocks in India and overseas and have been certified by the management.

We have also placed reliance on technical / commercial evaluations by the management in respect of categorization of wells as exploratory, development and dry well, allocation of cost incurred on them, liability under New Exploration Licensing Policy (NELP) and nominated blocks for under-performance against agreed Minimum Work Programme.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Government of India in terms of sub- section (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure 1" a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

2. We are enclosing our report in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, in the "Annexure 2" on the directions issued by the Comptroller and Auditor General of India.

3. 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 and proper returns adequate for the purpose of our audit have been received from the branch not visited by us;

(c) the report on the accounts of the branch office of the Company audited under section 143(8) of the Act, by branch auditor have been sent to us and have been properly dealt with by us in preparing this report;

(d) the Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and with the returns received from the Branch not visited by us;

(e) 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) we have been informed that the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R.463(E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, Government of India;

(g) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 3";

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 36 B.1 to the standalone Ind AS 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 the amounts required to be transferred to Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Act and the Rules made there under.

Annexure referred to in Independent Auditors'' Report of even date to the members of Indian Oil Corporation Limited on the standalone Ind AS financial statements for the year ended 31st March 2018

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

(b) There is a regular programme of physical verification of all fixed assets, other than LPG cylinders and pressure regulators with customers, over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. In our opinion and as per the information given by the Management, the discrepancies observed were not material and have been appropriately accounted for in the books.

(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title/ lease deeds of the immovable properties are held in the name of the Company except in cases given below:

Particulars

Number of cases

Gross Block/ Value (Rs, in Crore)

Net Block/ Value (Rs, in Crore)

Leasehold Land- Operating leases

16

36.53

32.67

Leasehold Land- Finance leases

9

35.59

31.51

Leasehold Land- Total

25

72.12

64.18

Freehold Land

21

170.76

170.76

Building

7

5.59

5.13

(ii) In our opinion and according to the information and explanations given to us, the inventory (excluding inventory lying with third parties and material in transit) has been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, during the year, to any companies, firms, limited liability partnerships or other parties covered in register maintained under Section 189 of the Act.

In view of the above, reporting under clause 3 (iii)(a), 3 (iii)(b) and 3 (iii)(c) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company is exempted from the provisions of section 186 of the Act as it is engaged in the business of providing infrastructure facilities as provided under Schedule-VI of the Act. There were no transactions during the year to which the provisions of section 185 of the Act were applicable.

(v) In our opinion and according to the information and explanations given to us, during the year, the Company has not accepted deposits from the public in terms of the provisions of sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules,

2014, as amended and other relevant provisions of the Act and no deposits are outstanding at the year end except old cases under dispute aggregating to Rs, 0.01 crore, where we are informed that the Company has complied with necessary directions.

(vi) We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act, read with Companies (Cost Records & Audit) Rules, 2014, as amended and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales-tax, value added tax, service

tax, duty of custom, duty of excise, goods and service tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities and there are no undisputed dues outstanding as on 31st March, 2018 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are annexed in "Appendix A" with this report.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks, Government or debenture holders.

(ix) According to the information and explanations given to us, the Company has applied the term loans for the purpose for which those were obtained. During the year the Company has not raised moneys through initial public offer or further public offer (including debt instruments).

(x) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, no material case of frauds by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) The provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated 5th June, 2015.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and therefore, the reporting under Clause 3 (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given by the management, all transactions during the year with the related parties were approved by the Audit Committee and are in compliance with sections 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone Ind AS financial statements, as required by the applicable Indian accounting standards.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and therefore provisions of Section 42 of the Act are not applicable to the Company during the year.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions specified under section 192 of the Act with directors or persons connected with him.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

REPORTING AS PER COMPANIES (AUDITORS'' REPORT) ORDER 2016 (DISPUTED STATUTORY DUES)

Appendix - A

Sl.

No.

Name of the Statute

Nature of Dues

Forum Where Dispute is pending

Gross Amount (Rs, Crore)

Amount Paid under Protest (Rs, Crore)

Amount (net of deposits) (Rs, Crore)

Period to which the Amount relates (Financial Years)

1

CENTRAL EXCISE

CENTRAL EXCISE

ACT, 1944

Supreme Court

98.89

10.00

88.89

1989 to 2007

High Court

14.74

0.38

14.36

1992 to 2017

Tribunal

1,825.57

23.24

1,802.33

1998 to 2017

Revisionary Authority

7.14

0.04

7.10

2000 to 2016

Appellate Authority

48.88

0.87

48.01

1988 to 2017

(Below Tribunal)

Total

1,995.22

34.53

1,960.69

2

CUSTOMS ACT,

CUSTOMS DUTY

1962

Supreme Court

8.98

2.00

6.98

1998 to 2001

High Court

2.10

2.05

0.05

2004 to 2017

Tribunal

60.17

1.02

59.15

1994 to 2005

Revisionary Authority

0.13

0.01

0.12

2011 to 2011

Appellate Authority

85.22

0.22

85.00

1994 to 2017

(Below Tribunal)

Total

156.60

5.30

151.30

3

SALES TAX/ VAT

SALES TAX/ VAT/

LEGISLATIONS

TURNOVER TAX

Supreme Court

13.87

-

13.87

1986 to 2004

High Court

1,279.96

85.70

1,194.26

1982 to 2017

Tribunal

2,393.07

503.71

1,889.36

1984 to 2018

Revisionary Authority

896.07

93.68

802.39

1979 to 2011

Appellate Authority

3,432.28

600.41

2,831.87

1978 to 2017

(Below Tribunal)

Total

8,015.25

1,283.50

6,731.75

4

INCOME TAX ACT,

INCOME TAX

1961

Supreme Court

High Court

428.31

428.31

-

1986 to 2006

Tribunal

2,033.40

1,783.29

250.11

2003 to 2013

Revisionary Authority

-

-

-

Appellate Authority

1,218.24

35.21

1,183.03

2007 to 2015

(Below Tribunal)

Total

3,679.95

2,246.81

1,433.14

5

FINANCE ACT, 1994

SERVICE TAX

Tribunal

494.64

0.51

494.13

1996 to 2016

Appellate Authority

10.65

0.13

10.52

2001 to 2017

(Below Tribunal)

Total

505.29

0.64

504.65

Sl.

No.

Name of the Statute

Nature of Dues

Forum Where Dispute is pending

Gross Amount (Rs, Crore)

Amount Paid under Protest (Rs, Crore)

Amount (net of deposits) (Rs, Crore)

Period to which the Amount relates (Financial Years)

6

STATE

LEGISLATIONS

ENTRYTAX

Supreme Court High Court Tribunal

3.08

26,056.29

1,753.66

16,963.18

220.70

3.08

9,093.11

1,532.96

1991 to 2002 1999 to 2018 2001 to 2015

Revisionary Authority

9.50

6.76

2.74

1999 to 2013

Appellate Authority (Below Tribunal) Total

11.38

27,833.91

3.63

17,194.27

7.75

10,639.64

1998 to 2015

7

OTHER CENTRAL / STATE

LEGISLATIONS

OTHERS

COMMERCIAL TAX etc.

Supreme Court

9.78

9.78

2005 to 2011

High Court

69.23

10.00

59.23

2001 to 2013

Revisionary Authority

7.64

3.35

4.29

2010 to 2010

Appellate Authority (Below Tribunal) Total

21.74

108.39

1.27

14.62

20.47

93.77

1999 to 2018

GRAND TOTAL

42,294.61

20,779.67

21,514.94

Note: Dues include penalty and interest, wherever applicable.

Annexure referred to in Independent Auditors'' Report of even date to the members of Indian Oil Corporation Limited on the standalone Ind AS financial statements for the year ended 31st March 2018

Directions issued by the Comptroller & Auditor General of India under Section 143(5) of the Companies Act, 2013, indicating the areas to be examined by the Statutory Auditors during the course of audit of annual accounts of Indian Oil Corporation Limited (Standalone) for the year ended 31st March, 2018:

Sl.

No.

Directions

Action Taken

Impact on Ind AS financial statements

1

Whether the Company has clear title/ lease deeds for freehold and leasehold respectivelyRs, If not, please state the area of freehold and leasehold land for which title/ lease deeds are not availableRs,

The title/lease deeds for freehold and leasehold land are available and held in the name of the Company except title/lease deeds in 46 cases of 2222170 square meters land (Freehold Land in 21 cases of 1088528 square meters and Leasehold Land in 25 cases of 1133642 square meters) are pending for execution in the name of the Company.

NIL

2

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

According to the information and explanations given to us, there are no material cases of waiver/write off of debts/ loans/interest etc. However, in the normal course of business there are cases of waiver/write off etc. which are based on the facts of each case and specific approval as per "Delegation of Authority" Details of waiver/ write off during the year is as under:

NIL

Particulars

'' in crore

Write off of Doubtful Debts

8.09

Write off of Doubtful Advances

2.39

Total

10.48

3

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

In our opinion proper records are maintained for inventories lying with third parties and also for assets received by the Company as gift / grants from government or other authorities.

NIL

Annexure referred to in Independent Auditors'' Report of even date to the members of Indian Oil Corporation Limited on the standalone Ind AS financial statements for the year ended 31st March 2018

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

We have audited the internal financial controls over financial reporting of Indian Oil Corporation Limited ("the Company") as of 31st March 2018 in conjunction with our audit of the standalone Ind AS financial statements for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, 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 ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles including the Ind AS. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted accounting principles including the Ind AS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the standalone Ind AS 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 March 31, 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 ICAI.

Other Matters

Our aforesaid report under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to one branch audited by the branch auditor, is based on the corresponding report of the branch auditor.

For S. K. MEHTA & CO.

Chartered Accountants

Firm Regn. No. 000478N

Sd/-

(CA. ROHIT MEHTA)

Partner

For V SANKAR AIYAR & CO.

Chartered Accountants

Firm Regn. No. 109208W

Sd/-

(CA. G SANKAR)

Partner

For CK PRUSTY & ASSOCIATES

Chartered Accountants

Firm Regn. No. 323220E

Sd/-

(CA. CHANDRAKANTA PRUSTY)

Partner

M. No. 057318

For V. SINGHI & ASSOCIATES

Chartered Accountants

Firm Regn. No. 311017E

sd/-

(CA. ANIRUDDHA SENGUPTA)

Partner

M. No. 051371

Place of Signature: New Delhi

Dated: 22nd May, 2018


Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone financial statements of Indian Oil Corporation Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2017, 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 in which are incorporated the returns for the year ended on that date audited by the branch auditors of the company’s four branches, at locations of the branches.

Management’s Responsibility for the Standalone Ind AS 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 Ind-AS financial statements that give a true and fair view of the state of affairs (financial position),profit or loss (financial performance including other comprehensive income),cash flows and changes in the equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these 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.

We conducted our audit of 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 auditor’s 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 Company’s 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 Company’s 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 state of affairs (financial position) of the Company as at 31st March, 2017, and its profit (financial performance including other comprehensive income) and its cash flows and the changes in equity for the year ended on that date.

Other Matters

a) The comparative financial information of the company for the year ended 31st March Rs.2016 and the transition date opening balance sheet as at 1st April Rs.2015 included in these standalone Ind-AS financial statements, are based on previously issued statutory financial statements prepared in accordance with Companies (Accounting Standards) Rules, 2016 audited by us for the year ended 31st March 2016, our report dated 27th May 2016, and audited by one of us and two predecessor auditors for the year ended 31st March 2015 whose report dated 29th May 2015, expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in accounting principles adopted by the company on transition to the Ind AS, which have been audited by us.

We did not audit the financial statements/information of 4 branches included in the standalone Ind AS financial statements of the Company whose financial statements / financial information reflect total assets of Rs.38,440.12 crore as at 31st March, 2017 and revenues of Rs.2,41,849.10 crore for the year ended on that date, as considered in the standalone financial statements. The financial statements/ information of these branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors.

b) The standalone Ind AS financial statements include the Company’s proportionate share (relating to Jointly controlled operations) in assets Rs.430.29 crore, liabilities Rs.132.40 crore, income of Rs.0.37 crore and expenditure Rs.90.62 crore and elements making of the cash flow statement and related disclosures contained in the enclosed financial statements and our observations thereon are based on unaudited statements from the operators to the extent available with the Company in respect of 17 blocks in India and overseas and have been certified by the management.

We have also placed reliance on technical / commercial evaluation by the management in respect of categorization of wells as exploratory, development and dry well, allocation of cost incurred on them, liability under new exploration licensing policy (NELP) and nominated blocks for under-performance against agreed Minimum Work Programme.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure 1, a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

2. We are enclosing our report in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, in the Annexure 2 on the directions issued by the Comptroller and Auditor General of India.

3. 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

(c) The reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act, by branch auditors have been sent to us and have been properly dealt with by us in preparing this report

(d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(f) We are informed that the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R.463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure 3.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 36 (B1) 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 the amount required to be transferred to Investor Education and Protection Fund by the company, in accordance with the relevant provisions of the Companies Act and Rules made there under by the Company.

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in Notification SO 3407(E) dated 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016; and such disclosures are in accordance with the books of account maintained by the Company- Refer Note 50 (4) of the standalone Ind AS financial statements.

ANNEXURE 1 TO THE INDEPENDENT AUDITORS’ REPORT

Annexure referred to in Independent Auditors’ Report of even date to the members of Indian Oil Corporation Limited on the accounts for the year ended 31st March 2017

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

(b) There is a regular programme of physical verification of all fixed assets, other than LPG cylinders and pressure regulators with customers, over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the Management, the discrepancies observed were not material and have been appropriately accounted in the books.

(c) The title/ lease deeds of the immovable properties are held in the name of the Company except cases of Leasehold Land of 20,31,353 square meters having cost of Rs.119.28 crore and Freehold land of 12,08,962 square meters having cost of Rs.116.40 crore and buildings having cost of Rs.5.64 crore, of which title/ lease deeds are pending for execution in the name of the Company.

(ii) The inventory has been physically verified by the management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, during the year, to any companies, firms, limited liability partnerships or other parties covered in register maintained under Section 189 of the Companies Act, 2013.

In view of above, the clauses 3 (iii)(a), 3 (iii)(b) and 3 (iii)(c) of the Order are not applicable.

(iv) According to the information and explanations given to us, the Company, being a Government Company, is exempted from the provisions of section 186 as it is engaged in the business of providing infrastructure facilities as provided under Schedule-VI of the Companies Act Rs.2013. According to the information and explanations given to us, there were no transactions during the year to which the provisions of section 185 were applicable.

(v) In our opinion and according to the information and explanations given to us, during the year, the company has not accepted public deposits and no deposits are outstanding at the year end except old cases under dispute aggregating to ‘0.01 crore, where we are informed that the company has complied with necessary directions.

(vi) We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records & Audit) Rules, 2014 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales-tax, value added tax, service tax, duty of custom, duty of excise, cess and other statutory dues have generally been regularly deposited with the appropriate authorities and there are no undisputed dues outstanding as on 31st March 2017 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are annexed in Appendix A with this report.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks, and Government or debenture holders.

(ix) According to the information and explanations given to us, the Company has applied the term loans for the purpose for which they were obtained. During the year the Company has not raised any amount through initial public offer or further public offer.

(x) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, we have been informed that no material case of frauds by the Company or on the company by its officers or employees has been noticed or reported during the year. However, the Management has informed us of an alleged fraudulent act by an employee of the Company involving an amount of Rs.0.89 crore in the dispatches of products without generation of invoices and deviation from established procedures. We are further informed that punitive actions are in process against the officials involved.

(xi) As informed, the provisions of Section 197 relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of MCA Notification no. G.S.R. 463 (E) dated 5th June 2015.

(xii) The Company is not a Nidhi Company and hence the requirement of Clause 3 (xii) of the order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, all transactions during the year with the related parties were approved by the Audit Committee and are in compliance with sections 177 of the Companies Act, 2013 where applicable and since the said transactions were in the ordinary course of business of the company and were at arm’s length basis, the provisions of section 188 are not applicable, and the details have been disclosed in the Standalone Ind AS Financial Statements, as required by the applicable Indian accounting standards;

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

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

(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

APPENDIX- A

REPORTING AS PER COMPANIES (AUDITORS’ REPORT) ORDER 2016 (DISPUTED STATUTORY DUES)

Sl. No.

Name of the Statute / Nature of Dues

Forum Where Dispute is pending

Gross Amount (Rs. Crore)

Amount Paid under Protest (Rs. Crore)

Amount (net of deposits) (Rs. Crore)

Period to which the Amount relates (Financial Years)

1

CENTRAL EXCISE ACT, 1944

CENTRAL EXCISE

Supreme Court

26.49

-

26.49

2006 to 2016

High Court

27.97

0.38

27.59

2002 to 2016

Tribunal

2,040.62

23.81

2,016.81

1991 to 2017

Revisionary Authority

7.13

0.04

7.09

2000 to 2016

Appellate Authority

14.01

0.85

13.16

2005 to 2017

(Below Tribunal)

Total

2,116.22

25.08

2,091.14

2

CUSTOMS ACT, 1962

CUSTOMS DUTY

Supreme Court

8.98

2.00

6.98

1998 to 2016

High Court

0.21

-

0.21

2004 to 2005

Tribunal

66.58

3.07

63.51

1998 to 2016

Revisionary Authority

0.13

0.01

0.12

2014 to 2015

Appellate Authority

57.70

-

57.70

2012 to 2016

(Below Tribunal)

Total

133.60

5.08

128.52

3

SALES TAX/ VAT LEGISLATIONS

SALES TAX/ VAT/ TURNOVER TAX

Supreme Court

12.98

5.38

7.60

1999 to 2015

High Court1

3,570.93

116.27

3,454.66

1982 to 2016

Tribunal

1,656.17

101.17

1,555.00

1988 to 2017

Revisionary Authority

797.51

85.28

712.23

1990 to 2015

Appellate Authority

3,893.00

914.21

2,978.79

1992 to 2017

(Below Tribunal)

Total

9,930.59

1,222.31

8,708.28

4

INCOME TAX ACT, 1961

INCOME TAX

High Court

426.40

426.40

-

1986 to 2004

Tribunal

1,836.54

1,582.89

253.65

2001 to 2012

Appellate Authority

4,151.66

701.07

3,450.59

2007 to 2015

(Below Tribunal)

Total

6,414.60

2,710.36

3,704.24

5

FINANCE ACT, 1994

SERVICE TAX

Tribunal

35.12

0.67

34.45

2003 to 2017

Appellate Authority

8.99

0.08

8.91

2007 to 2017

(Below Tribunal)

Total

44.11

0.75

43.36

6

STATE LEGISLATIONS

ENTRY TAX

Supreme Court

28,027.85

15,637.23

12,390.62

1991 to 2017

High Court

3,716.92

1,149.19

2,567.73

2003 to 2017

Tribunal

102.53

36.92

65.61

1998 to 2016

Revisionary Authority

9.50

1.22

8.28

1999 to 2013

Appellate Authority

8.66

1.88

6.78

2007 to 2016

(Below Tribunal)

Total

31,865.46

16,826.44

15,039.03

7

OTHER CENTRAL / STATE

LEGISLATIONS

OTHERS COMMERCIAL TAX etc.

Supreme Court

9.10

-

9.10

2004 to 2011

High Court

69.11

10.00

59.11

2001 to 2009

Tribunal

1.85

1.85

-

2010 to 2011

Appellate Authority

10.17

1.17

9.00

1999 to 2016

(Below Tribunal)

Total

90.23

13.02

77.21

GRAND TOTAL

50,594.81

20,803.03

29,791.78

* Includes Rs.2,216.70 crore which has not been deposited on account of dispute with regard to the deferment of liability. (Refer Point No. 7 of Note-50 of the Standalone Ind-As Financial Statements)

NOTE: Dues include penalty and interest, wherever applicable.

ANNEXURE 2 TO THE INDEPENDENT AUDITORS’ REPORT

Directions issued by the Comptroller & Auditor General of India under Section 143(5) of the Companies Act, 2013, indicating the areas to be examined by the Statutory Auditors during the course of audit of annual accounts of Indian Oil Corporation Limited (Standalone) for the year 2016-17:

S.

No.

Directions

Action Taken

Impact on financial statement

A. Directions

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 avaiable?

The title/ lease deeds for freehold and leasehold land are available and held in the name of the Company except title/ lease deeds of 32,40,315 square meter land (Freehold Land 12,08,962 square meters and Leasehold Land 20,31,353 square meters) are pending for execution in the name of the Company.

NIL

2

Whether there are any cases of waiver/ write off of debts/loans/ interest etc., if yes, the reasons therefor and the amount involved.

According to the information and explanations given to us, there are no material cases of waiver/write off of debts/ loans/interest etc. However, in the normal course of business there are cases of waiver/write off etc. which are based on the facts of each case and specific approval as per “Delegation of Authority”. Detail of waiver/ write off is as under:

NIL

Particulars

Rs. in crore

Write off of Doubtful Debts

66.72

Waiver of penalty and interest etc.

0.47

Total

67.19

3

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

Proper records are maintained for inventories lying with third parties and assets received by the company as gift / grants from government or other authorities.

NIL

For J GUPTA & CO. For S.K. MEHTA & CO. For V SANKAR AIYAR & CO. For CK PRUSTY & ASSOCIATES

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

(Firm Regn. No. 314010E) (Firm Regn. No. 000478N) (Firm Regn. No. 109208W) (Firm Regn. No.323220E)

Sd/- Sd/- Sd/- Sd/-

(CA. NANCY MURARKA) (CA. ROHIT MEHTA) (CA. M.S. BALACHANDRAN) (CA. GV. JAYABAL)

Partner Partner Partner Partner

M. No. 067953 M. No. 091382 M. No. 024282 M. No. 015616

Place of Signature : New Delhi

Dated : 25th May, 2017


Mar 31, 2015

Report on the standalone financial statements

We have audited the accompanying standalone financial statements of Indian Oil Corporation Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s responsibility for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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.

Auditors'' Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flow for the year ended on that date.

Other Matters

a) We did not audit the financial statements/information of 10 branches included in the standalone financial statements of the Company whose financial statements / financial information reflect total assets of Rs. 40,285.61 Crores as at 31st March, 2015 and total revenues of Rs. 2,58,884.05 Crores for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of these branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors.

b) The financial statements include the Company''s proportionate share (relating to Jointly controlled operations) in assets Rs. 399.29 Crores, liabilities Rs. 33.72 Crores, income of Rs.1.35 crore and expenditure Rs. 263.55 Crores and the elements making up the Cash Flow Statement and related disclosures contained in the enclosed financial statements and our observations thereon are based on unaudited statements from the operators to the extent available with the Company in respect of 18 blocks in India and overseas and have been certified by the management.

We have also placed reliance on technical / commercial evaluation by the management in respect of categorization of wells as exploratory, development and dry well, allocation of cost incurred on them, liability under NELP and nominated blocks for under-performance against agreed Minimum Work Programme.

Our opinion is not modified in respect of other matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure 1 a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

2. We are enclosing our report in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, in the Annexure 2 on the directions and sub-directions issued by Comptroller and Auditor General of India.

3. 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) On the basis of written representations received from the directors none of the directors is disqualified from being appointed as a director in terms of Section 164(2) of the Act as on 31st March 2015.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 28 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts;

iii. There has been no delay in transferring the amount to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under by the Company.

ANNEXURE 1 TO THE AUDITORS'' REPORT

Annexure referred to in our report of even date to the members of Indian Oil Corporation Limited on the accounts for the year ended 31st March 2015

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

(b) There is a regular programme of physical verification of all fixed assets, other than LPG cylinders and pressure regulators with customers, over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the Management, the discrepancies observed were not material and have been appropriately accounted in the books.

(ii) (a) The inventory has been physically verified by the management at reasonable intervals.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured to any companies, firms or other parties covered in register maintained under Section 189 of the Companies Act, 2013.

In view of the above, the clauses 3 (iii)(a) and 3 (iii)(b) of the Order are not applicable.

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

(v) In our opinion and according to the information and explanations given to us, during the year, the company has not accepted public deposits and no deposits are outstanding at the year end except old cases under dispute aggregating to Rs. 0.01 crore, where the company has complied with necessary directions.

(vi) We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records & Audit) Rules, 2014 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) Undisputed statutory dues including provident fund, income tax, sales- tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities and there are no undisputed dues outstanding as on 31st March 2015 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating to Rs. 20,606.32 crore that have not been deposited on account of matters pending before appropriate authorities, details of which are annexed in annexure A with this report.

(c) According to the information and explanations given to us, the Company has transferred the amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under.

(viii) The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(x) According to the information and explanations given to us, in respect of the guarantee given by the Company for the loans taken by others from a bank, the terms and conditions thereof are not, prima facie, prejudicial to the interest of the company.

(xi) According to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

(xii) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, we have been informed that no case of frauds has been committed on or by the Company during the year.

REPORTING AS PER COMPANIES (AUDITORS'' REPORT) ORDER 2015 (DISPUTED CASES)

SL NAME OF THE STATUTE/ FORUM WHERE DISPUTE AMOUNT PERIOD TO WHICH NO. NATURE OF DUES IS PENDING (Net of deposits) THE AMOUNT RELATES (Rs. in Crore) (FINANCIAL YEARS)

1 CENTRAL EXCISE High Court 1,223.79 2002 to 2015

Tribunal 1,177.09 1980 to 2015

Revisionary Authority 34.20 2000 to 2015

Appellate Authority (Below Tribunal) 15.90 1993 to 2015

Total 2,450.98

2 CUSTOMS DUTY Supreme Court 0.52 1998 to 2015

Tribunal 64.65 1980 to 2015

Revisionary Authority 0.11 2011 to 2015

Appellate Authority (Below Tribunal) 0.61 2011 to 2015

Total 65.89

3 SALES TAX/ VAT/ TURNOVER TAX Supreme Court 30.87 1999 to 2015

High Court 769.21 1978 to 2015

Tribunal 3,698.81 1985 to 2015

Revisionary Authority 1,170.56 1979 to 2015

Appellate Authority (Below Tribunal) 1,983.58 1981 to 2015

Total 7,653.03

4 INCOME TAX Tribunal 11.27 2003 to 2015

Appellate Authority (Below Tribunal) 134.47 2002 to 2015

Total 145.74

5 SERVICE TAX Tribunal 30.33 2002 to 2015

Appellate Authority (Below Tribunal) 39.24 2001 to 2015

Total 69.57

6 ENTRY TAX Supreme Court 8,177.59 1991 to 2015

High Court 1,863.93 2003 to 2015

Tribunal 83.15 2000 to 2015

Revisionary Authority 2.57 2010 to 2015

Appellate Authority (Below Tribunal) 33.17 1998 to 2015

Total 10,160.41

7 Others (Commercial Tax/ Supreme Court 6.48 1995 to 2015 Entertainment Tax etc.) High Court 41.03 1989 to 2015

Tribunal 1.17 1998 to 2015

Appellate Authority (Below Tribunal) 12.02 1999 to 2015

Total 60.70

GRNAD TOTAL 20,606.32

ANNEXURE 2 TO THE AUDITORS'' REPORT

Annexure referred to in our report of even date to the members of Indian Oil Corporation Limited on the accounts for the year ended 31st March 2015

Sl. No. Directions / Sub-Directions Action Taken Impact on financial statement

A. Directions

1 If the Company has been selected for disinvestment, The department of disinvestment had floated a request for Nil a complete status report in terms of valuation of Proposal (RFP) for engagement of merchant bankers and Assets (including intangible assets and land) and selling brokers for disinvestment of 10% stake in IOCL Liabilities (including Committed and General through the offer of sale by the promoters through stock Reserves) may be examined including the mode exchanges (OFS method) in the domestic market and the and present stage of disinvestment process last date of submission was 04.02.2015.

As informed by management no further progress was made in the matter till 31st March 2015. Therefore, the process of valuation of assets & liabilities has not been undertaken till that date.

2 Please report whether there are any cases of According to information and explanations given to us, Nil waiver/write off of debts/loans/interest etc., if yes, there are no material cases of waiver/write off of debts/ the reasons therefor and the amount involved. loans/interest etc. However, in the normal course of business there are cases of waiver/write off etc. which are based on the facts of each case and specific approval as per "Delegation of Authority".

3 Whether proper records are maintained for Proper records are maintained for inventories lying with Nil inventories lying with third parties & assets third parties. No assets have been received by the received as gift from Govt. or other authorities? company as gifts from government or other authorities during the current year.

4 A report on age-wise analysis of pending There are 1041 pending legal/ arbitration cases against Nil legal/arbitration cases including the reasons of the company. The age-wise classification obtained from pendency and existence/ effectiveness of a the management is as under: monitoring mechanism for expenditure on all legal More than 25 years : 34 cases (foreign and local) may be given. Fifteen to Twenty Five years : 84

Five to Fifteen years : 433

Less than Five years : 490

These cases are pending for hearing /disposal at the respective forums. The Company has a system for monitoring expenditure on legal cases (foreign and local) which in our view is effective.

B. Sub - Directions: NIL

For DASS GUPTA & ASSOCIATES For J GUPTA & CO. For PARAKH & CO.

Chartered Accountants Chartered Accountants Chartered Accountants

(Firm Regn.No.000112N) (Firm Regn.No.314010E) (Firm Regn.No.001475C)

Sd/- Sd/- Sd/-

(CA. Naresh Kumar) (CA. Nancy Murarka) (CA. Indra Pal Singh)

Partner Partner Partner

M. No. 082069 M. No. 067953 M. No. 410433

Place : New Delhi

Date : 29th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Indian Oil Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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 fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Other Matters

The financial statements include the Company''s proportionate share in jointly controlled assets Rs. 366.67 crore, liabilities Rs. 66.82 crore, expenditure Rs. 271.28 crore and the elements making up the Cash Flow Statement and related disclosures in respect of 18 blocks under New Exploration Licensing Policy (NELPs) / Joint Venture (JVs) accounts for exploration and production, which are based on statements from the respective operators and have been certified by the management. Our observations thereon are based on such statements from the operators and certification of the management. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

2. As required by section 227(3) of the Act, we report that:

i. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

ii. 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 the books;

iii. The reports on the accounts of the branch offices audited under section 228 of the Act by auditors appointed by the office of the Comptroller Auditor General of India have been forwarded to us as required by clause (c) of sub-section (3) of section 228 of the Act and have been dealt with in preparing our report in the manner considered necessary by us;

iv. 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;

v. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013

vi. Disclosure in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 is not required for Government Companies as per Notification No. GSR 829(E) dated October 21, 2003 issued by the Department of Company Affairs

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 1 under "other legal and regulatory requirements" of our report of even date)

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief:

i) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

The Fixed Assets of the Company, other than LPG cylinders and pressure regulators with customers, are physically verified by the Management in a phased program of three years cycle which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the Management, the discrepancies observed were not material and have been appropriately accounted in the books.

Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

ii) In our opinion, physical verification of inventory has been conducted at reasonable intervals by the management.

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

The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification between physical stock and book records.

iii) The Company has not taken / granted any loans secured or unsecured from/to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence the question of reporting under sub-clause a to g of clause (iii) of paragraph 4 of the Order does not arise.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal controls during the course of audit.

v) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act exceeding the value of Rupees five lakhs in respect of any party during the year.

vi) In our opinion and according to the information and explanations given to us, during the year, the Company has not accepted public deposits and no deposits are outstanding at the year-end except old cases under dispute aggregating to Rs. 0.01 crore, where the Company has complied with necessary directions.

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

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of these records.

ix) A) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

According to the records examined by us and information and explanations given to us, no undisputed dues payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty, investor education and protection fund and cess were in arrears, as at March 31, 2014 for more than six months from the date they became payable.

B) The details of dues of Sales Tax, Service Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute are given in the Annexure to this report.

x) The Company neither has any accumulated losses as on March 31, 2014, nor it has incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

xiii) The Company is not a chit fund or a Nidhi / Mutual benefit fund / society.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv) In our opinion, in respect of the guarantee given by the Company for the loans taken by others from a bank, the terms and conditions thereof are not, prima facie, prejudicial to the interest of the Company.

xvi) On the basis of review of utilization of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been utilized for the purposes for which they are obtained.

xvii) On the basis of review of utilization of funds, which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investments.

xviii) The Company has not made any preferential allotment of shares during the year.

xix) The Company has created necessary securities or charge as per the debenture trust deed in respect of bonds/debentures issued and outstanding at the year end.

xx) The Company has not raised any money by way of public issue during the financial year. Accordingly, the provisions of clause (xx) of paragraph 4 of the Order are not applicable to the Company.

xxi) As represented to us by the management and based on our examination of the books and records of the company in accordance with the generally accepted auditing practices in India, we have neither come across any material fraud on or by the Company noticed or reported during the year nor we have been informed of any such case by the management that causes the financial statements to be materially misstated.

For DASS GUPTA & ASSOCIATES For G M KAPADIA & CO. For J GUPTA & CO. For PARAKH & CO.

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

(Firm Regn. No. 000112N) (Firm Regn. No. 104767W) (Firm Regn. No. 314010E) (Firm Regn. No.001475C)

Sd/- Sd/- Sd/- Sd/-

(CA. Pankaj Mangal) (CA. Rajen Ashar) (CA. J N Gupta) (CA. Prakash Sharma)

Partner Partner Partner Partner

M. No. 097890 M. No. 048243 M. No. 051428 M. No. 072332

Place : New Delhi Date : 29th May, 2014


Mar 31, 2013

We have audited the accompanying financial statements of Indian Oil Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 March 31, 2013;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of 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 as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

2. As required by section 227(3) of the Act, we report that:

i. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

ii. 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 the books;

iii. The Branch Auditors'' Reports have been forwarded to us and have been appropriately dealt with while preparing our report;

iv. 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;

v. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

vi. Disclosure in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 is not required for Government Companies as per Notification No. GSR 829(E) dated October 21, 2003 issued by the Department of Company Affairs.

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief:

i) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

The Fixed Assets of the Company, other than LPG cylinders and pressure regulators, are physically verified by the Management in a phased program of three years cycle which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the Management, no material discrepancies were noticed during such verification.

Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

ii) In our opinion, physical verification of inventory has been conducted at reasonable intervals by the management.

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

The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification between physical stock and book records.

iii) The Company has not taken / granted any loans secured or unsecured from/to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal controls during the course of audit.

v) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lakhs in respect of any party during the year.

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. In respect of orders passed by the court, the same have been complied with.

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

viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of these records.

ix) A) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

According to the records examined by us and information and explanations given to us, no undisputed dues payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty, investor education and protection fund and cess were in arrears, as at 31st March, 2013 for more than six months from the date they became payable.

B) The details of dues of Sales Tax, Service Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute are given in the Annexure to this report.

x) The Company neither has any accumulated losses as on 31st March, 2013, nor it has incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

xiii) The company is not a chit fund or a Nidhi/Mutual benefit fund/society.

xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

xv) In our opinion, in respect of the guarantee given by the company for the loans taken by others from a bank, the terms and conditions thereof are not, prima facie, prejudicial to the interest of the company.

xvi) On the basis of review of utilization of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been utilized for the purposes for which they are obtained.

xvii) On the basis of review of utilization of funds, which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investments.

xviii) The Company has not made any preferential allotment of shares during the year.

xix) The Company has created necessary securities or charge as per the debenture trust deed in respect of bonds/debentures issued and outstanding at the year end.

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

xxi) As represented to us by the management and based on our examination of the books and records of the company in accordance with the generally accepted auditing practices in India, we have neither come across any material fraud on or by the Company noticed or reported during the year nor we have been informed of any such case by the management that causes the financial statements to be materially misstated.

REPORTING AS PER COMPANIES (AUDITOR''S REPORT) ORDER 2003 (DISPUTED CASES)

SR NAME OF THE STATUTE/ FORUM WHERE DISPUTE NO NATURE OF DUES IS PENDING

1 CENTRAL ExCISE High Court

Tribunal

Appellate Authority (Below Tribunal)

Total

2 CUSTOMS DUTY Tribunal

Appellate Authority (Below Tribunal)

Total

3 SALES TAX/VAT/TURNOVER TAX Supreme Court

High Court

Tribunal

Revisionary Authority

Appellate Authority (Below Tribunal)

Total

4 INCOME TAX Tribunal

Appellate Authority (Below Tribunal)

Total

5 SERVICE TAX Tribunal

Appellate Authority (Below Tribunal)

Total

6 ENTRY TAX Supreme Court

High Court

Tribunal

Appellate Authority (Below Tribunal)

Total

7 OTHERS (COMMERCIAL TAX/ Supreme Court ENTERTAINMENT TAX ETC.) High Court

Tribunal

Total

GRAND TOTAL

NAME OF THE STATUTE NET AMOUNT PERIOD TO WHICH (Rs. in Crore) THE AMOUNT RELATES (FINANCIAL YEARS)

CENTRAL EXCISE 56.82 2002 to 2013

1.246.00 1980 to 2013

15.91 1993 to 2013

TOTAL 1,318.73

CUSTOMS DUTY 84.87 1994 to 2013

1.49 2011 to 2013

TOTAL 86.36

SALES TAX/VAT/TURNOVER TAX 298.40 2002 to 2013

873.86 1978 to 2013

3.140.00 1979 to 2013

625.63 1993 to 2013

2,512.95 1981 to 2013

TOTAL 7,450.84

INCOME TAX 0.42 2003 to 2013

4.58 2001 to 2013

TOTAL 5.00

SERVICE TAX 93.81 2004 to 2013

2.91 2004 to 2013

TOTAL 96.72

ENTRY TAX 8,365.98 1991 to 2013

486.09 2003 to 2013

103.86 1999 to 2013

11.51 1997 to 2013

TOTAL 8,967.44

OTHERS (COMMERCIAL TAX/ ENTERTAINMENT TAX ETC.) 33.31 2008 to 2013

0.06 2010 to 2013

1.07 1998 to 2013

TOTAL 34.44

GRAND TOTAL 17,959.53

For B.M. CHATRATH & CO. For DASS GUPTA & ASSOCIATES For PARAKH & CO.

Chartered Accountants Chartered Accountants Chartered Accountants

(Firm Regn.No.301011E) (Firm Regn.No.000112N) (Firm Regn.No.001475C)

Sd/- Sd/- Sd/-

(CA. P.R. Paul) (CA. Raaja Jindal) (CA. Thalendra Sharma)

Partner Partner Partner

M. No.051675 M. No. 504111 M. No. 079236

Place : New Delhi

Date : 30th May, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of Indian Oil Corporation Limited as at 31st March, 2012 and the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated accounts of the branches audited by the Branch Auditors whose reports have been considered in preparing this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India, which 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 appears from our examination of the books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The Branch Auditors' Reports have been forwarded to us and have been appropriately dealt with while preparing our report;

d) 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 and with the audited returns from the branches;

e) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

f) Disclosure in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 is not required for Government Companies as per Notification No. GSR 829(E) dated October 21, 2003 issued by the Department of Company Affairs;

g) We invite attention, without qualifying our report, to Point 'E' in . Note-10 regarding impairment loss wherein, we have relied on the estimates and assumptions made by the company in arriving at recoverable value of assets;

h) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read in conjunction with the Significant Accounting Policies (Note -1), Notes to Financial Statements (Note - 2 to 46), give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii. In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief:

i) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

The Fixed Assets of the Company, other than LPG cylinders and pressure regulators, are physically verified by the Management in a phased program of three years cycle which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the Management, no material discrepancies were noticed during such verification.

Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

ii) In our opinion, physical verification of inventory has been conducted at reasonable intervals by the management.

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

The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification between physical stock and book records.

iii) The Company has not taken / granted any loans secured or unsecured from/to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act. 1956.

iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal controls during the course of audit.

v) In our opinion and according to the information and explanations given to us. there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lakhs in respect of any party during the year.

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. In respect of orders passed by the court, the same have been complied with.

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

viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of these records.

ix) A) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

According to the records examined by us and information and explanations given to us, no undisputed dues payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty, investor education and protection fund and cess were in arrears, as at 31st March, 2012 for more than six months from the date they became payable.

B) The details of dues of Sales Tax, Service Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute are given in the Annexure to this report.

x) The Company neither has any accumulated losses as on 31st March, 2012, nor it has incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

xiii) The company is not a chit fund or a Nidhi/Mutual benefit fund/society.

xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

xv) In our opinion, in respect of the guarantee given by the company for the loans taken by others from a bank, the terms and conditions thereof are not, prima facie, prejudicial to the interest of the company.

xvi) On the basis of review of utilization of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been utilized for the purposes for which they are obtained.

xvii) On the basis of review of utilization of funds, which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investments.

xviii) The Company has not made any preferential allotment of shares during the year.

xix) The Company has created necessary securities or charge as per the debenture trust deed in respect of debentures issued and outstanding at the year end.

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

xxi) As represented to us by the management and based on our examination of the books and records of the company in accordance with the generally accepted auditing practices in India, we have neither come across any material fraud on or by the Company noticed or reported during the year nor we have been informed of any such case by the management that causes the financial statements to be materially misstated.

For B.M. CHATRATH & CO. For DASS GUPTA & ASSOCIATES For PARAKH & CO.

Chartered Accountants Chartered Accountants Chartered Accountants

(Firm Regn. No. 301011E) (Firm Regn. No. 000112N) (Firm Regn. No.001475C)

Sd/- Sd/- Sd/-

(CA. P.R. Paul) (CA. Naresh Kumar) (CA. Aditya Kumar Rawat)

Partner Partner Partner

M. No.051675 M. No. 082069 M. No. 071767

Place : New Delhi

Date : May 28, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of Indian Oil Corporation Limited as at 31st March, 2011 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated accounts of the branches audited by the Branch Auditors whose reports have been considered in preparing this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India, which 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies ( Auditors' Report ) ( Amendment ) Order 2004 ( "the Order" ) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 appears from our examination of the books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The Branch Auditors' Reports have been forwarded to us and have been appropriately dealt with while preparing our report;

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches;

e) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

f) Disclosure in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 is not required for Government Companies as per Notification No. GSR 829(E) dated October 21, 2003 issued by the Department of Company Affairs;

g) We invite attention, without qualifying our report, to Note No. 21 regarding impairment loss wherein, we have relied on the estimates and assumptions made by the company in arriving at recoverable value of assets.

h) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read in conjunction with the Significant Accounting Policies (Schedule ‘Q'), Notes on Accounts (Schedule ‘R') and other schedules (‘S' to ‘X'), give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 1 of our Report of even Date)

Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief :

(i) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

The Fixed Assets of the Company, other than LPG cylinders and pressure regulators, are physically verified by the Management in a phased programme of three years cycle which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the Management, no material discrepancies were noticed during such verification.

Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

ii) In our opinion, physical verification of inventory has been conducted at reasonable intervals by the management.

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

The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification between physical stock and book records.

iii) The Company has not taken / granted any loans secured or unsecured from/to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal controls during the course of audit.

v) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lakhs in respect of any party during the year.

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. In respect of orders passed by the court, the same have been complied with.

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

viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of these records.

ix) A) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

According to the records examined by us and information and explanations given to us, no undisputed dues payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Investor Education And Protection Fund And Cess were in arrears, as at 31st March, 2011 for more than six months from the date they became payable.

B) The details of dues of Sales Tax, Service Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute are given in the Annexure to this report.

x) The Company neither has any accumulated losses as on 31st March, 2011, nor it has incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

xiii) The Company is not a chit fund or a Nidhi/Mutual benefit fund/society.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv) In our opinion, in respect of the guarantee given by the company for the loans taken by others from a bank, the terms and conditions thereof are not, prima facie, prejudicial to the interest of the Company.

xvi) On the basis of review of utilization of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been utilized for the purposes for which they are obtained.

xvii) On the basis of review of utilization of funds, which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investments.

xviii) The Company has not made any preferential allotment of shares during the year.

xix) The Company has created necessary securities or charge as per the debenture trust deed in respect of debentures issued and outstanding at the year end.

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

xxi) As represented to us by the management and based on our examination of the books and records of the Company in accordance with the generally accepted auditing practices in India, we have neither come across any material fraud on or by the Company noticed or reported during the year nor we have been informed of any such case by the management that causes the financial statements to be materially misstated.

For V.K.DHINGRA & CO.

Chartered Accountants

(Firm Regn. No. 000250N)

Sd/-

(CA. Lalit Ahuja)

Partner

M. No. 085842

For PKF SRIDHAR & SANTHANAM

Chartered Accountants

(Firm Regn. No. 003990S)

Sd/-

(CA. V. Kothandaraman)

Partner

M. No. 025973

For B.M. CHATRATH & CO.

Chartered Accountants

(Firm Regn. No. 301011E)

Sd/-

(CA. P. R. Paul)

Partner

M. No.051675

Place : New Delhi

Date : May 30, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of Indian Oil Corporation Limited as at 31st March, 2010 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated accounts of the branches audited by the Branch Auditors whose reports have been considered in preparing this report. 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 the auditing standards generally accepted in India, which 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 appears from our examination of the books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us,

c) The Branch Auditors Reports have been forwarded to us and have been appropriately dealt with while preparing our report;

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches;

e) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

f) Disclosure in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 is not required for Government Companies as per Notification No. GSR 829(E) dated October 21, 2003 issued by the Department of Company Affairs;

g) We invite attention, without qualifying our report, to Note No. 21 regarding impairment loss wherein, we have relied on the estimates and assumptions made by the company in arriving at recoverable value of assets.

h) In our opinion and to the best of our information and according to the explanations given to us. the said accounts, read in conjunction with the Significant Accounting Policies (Schedule Q), Notes on Accounts (Schedule R) and other schedules (S to X), give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

Annexure to the Auditors Report (Referred to in paragraph 1 of our Report of even Date) Based upon the information and explanations furnished to us and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief:

i) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

The Fixed Assets of the Company are physically verified by the Management in a phased program of three years cycle which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the Management. no material discrepancies were noticed during such verification.

Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

ii) In our opinion, physical verification of inventory has been conducted at reasonable intervals by the management.

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

The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification between physical stock and book records.

iii) The Company has not taken / granted any loans secured or unsecured from/to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal controls during the course of audit.

v) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lakhs in respect of any party during the year.

vi) In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule, 1975 with regard to the deposits accepted from the public. In respect of orders passed by the courts, the same have been complied with.

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

viii) We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of these records.

ix) A) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it, According to the records examined by us and information and explanations given to us, no undisputed dues payable in respect of aforesaid dues were outstanding as at 31 st March, 2010 for a period of more than six months from the date they became payable.

B) The details of dues of Sales Tax/Entry Tax/Service Tax/Income Tax/Customs Duty/Wealth Tax/Excise Duty and Cess, which have not been deposited on account of any dispute are given in the Annexure to this report.

x) The Company neither has any accumulated losses as on 31st March. 2010, nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

xiii) The company is not a chit fund or a Nidhi/Mutual benefit fund/society.

xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

xv) In our opinion, in respect of the guarantees given by the company for the loans taken by others from a bank, the terms and conditions thereof are not, prima facie, prejudicial to the interest of the company.

xvi) On the basis of review of utilization of funds pertaining to term loans on overall basis and related information as made available to us. the term loans taken by the Company have been utilized for the purposes for which they are obtained.

xvii) On the basis of review of utilization of funds, which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investments.

xviii) The Company has not made any preferential allotment of shares during the year.

xix) The Company has created necessary securities or charge as per the debenture trust deed in respect of debentures issued and outstanding at the year end.

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

xxi) As represented to us by the management and based on our examination of the books and records of the company in accordance with the generally accepted auditing practices in India, we have neither come across any material fraud on or by the Company noticed or reported during the year nor we have been informed of any such case by the management that causes the financial statements to be materially misstated.

for V.K. DHINGRA & CO. for PKF SRIDHAR & SANTHANAM for B.M. CHATRATH & CO. Chartered Accountants Chartered Accountants Chartered Accountants

(Firm Regn. Mo. 000250N) (Firm Regn. No. 003990S)
Sd/- Sd/- Sd/-

(CA. VIPUL GIROTRA) (CA. S. NARASIMHAN) (CA. P.R. PAUL)

Partner Partner Partner

M. No. 084312 M. No. 206047 M. No. 051675

Place : New Delhi Date : May 28. 2010

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