Auditor Report of True Green Bio Energy Ltd.

Mar 31, 2024

1. We have audited financial statements of CIL Nova Petrochemicals Limited ("the Company"), which comprise the Balance Sheet as at 31^st March, 2024, and the Statement of Profit and Loss (including othercomprehensive income), the Statement ofChangesi n Equity and Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

2. 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 the Indian Accounting Standards prescribed uuder Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 21015, ere amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2024, and its profit, othercomprehensive income,its cash flows and the changes in equity forthe year ended on that date.

Basis for Opinion

3. We conducted our audit in aecordanve witb the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further desctibed in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our reporb. We are indspendent of the Company in accordsnce with the Code of⁷ Ethics issued by the Institute of Chartered Accountants of India togetper with tire ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions ohthe Companies Act, 2013 and the Rules there under and we have fulfilled our ethical responsibilities in accordance with these requirementa and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis ior our opinion on ehe Staedalone Financial Statement.

Emphasis of Matter

4. As described in the Note 52 to the financial Statement, the Income Tax Department had carried outthe survey at t hie comp any''s business premises from July 20, 2022 to July 22, 2022. The assessments for the period covered by survey are pend ing.The management does not expect any material additional liability as a result of the search and hence no provision for the additional income tax liability has been made by the company.

Our opinion is not modified in respect of the above matter.

5. Key audit matters are those matters that, in our professional, judgment were, of most significance in ourauditnfthe,standalonefinancial statements of the current period.

These matters were addressed in the context ofouraudit, ofthe standalone financialstatements as a whole, and in forming our opinion thsreon, and we do nof provide a separate opinion, on these matters.

6. Key audit matter identified in our audit is on assessment of Non-current assets held for sale & discontinued Operations as follows:

Key audit matter	Howourauditaddressed the key audit matter
Non current assets held for sale & discontinued Operations
The Board of Directors of the company had approved	Our audit procedures include the following substantive procedures:
the sale of Polyester Yarn Unit through slump sale via Business Transfer Agreement (BTA) to its related party of its Pnlyester Yarn Unit last year. During the year under consideration the company has decided to discontinue the process of sale of Polyester	â¢	We have reviewed the company''s accounting policy/ for non-current assets held for sale & discontinued operations and itr appropriateness in accordance with Ind AS 105: Non-current Assets held for sale & Discontinued Orations.
Yann Unit through slump sale via Business Transfer	_â¢	We read the minutes of meetings of Board of directors bor approving the
Agreement (BTA) & decided to dispose the Property,		sale/disposal of the aforesaid assets.
Plant & Equipment of Polyester Yarn Unit individually & further evalaadeS that certain Property, Plant & iquipment (PPE) that can be used in the further course of business of the company may be reclassified	_â¢	We Nave inquired with the Key Managccial Perdonnel to obtain an understanding of the company''s future action plan and discussed on rational on reclaosification of assets to its original class of asset.
to its original class of asset.	_â¢	We checteh whether the company has provided depueciation on ^phose
Accosdingly, assets of Polyester Yarn unit that were presented asHeld for Sale and discontinued operations from the standalone financial statements perspective		reclassified assets from the date they were classified as held for sale. Also checÂ°ed whethef the company has continued to not provide depreciaⁿon on the assets that were not reclassified.
and no longer held for sale due the change in the	_â¢	We have verified that the Non-current Assets pertaininp to the Business
plan for sale have now been reclassified as PPE in		of Polyester yarn Unit as o^{p e}1 March 2024 which have been disclosed
nccordance with Ind AS 105, Non-current Assets Held		separately in the standalone financial statements, in line with the
for Sale and Discontinued Operations Considering the		afore-mentioned accounting standard and analysed if there is any
significance of amounts and complexities involved,		impairment loss.
we determinfd this to be a Key Audit Matter.	_â¢	We verified tSe aualysiu prepared by the Company for the oreounts to be
Refes note 2(v) material accounting policies and Note		disclosed as discontinued operations in the statement of profit and loss
15 and 51 to the standalone Financial statements.		for the current and previrnu yenrs.
	We assessed the adequacy of the disclosures in note 15 & 51 of standalone financial seatements in accordance with the requirements of Ind AS 105: NonCurrent Assetn Field Oor sale and Discontinued Operations.

Information other than the Standalone Financial Statements and .Auditors'' Report thereon.

7. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information and other information in the Company''s annual report, but does not include the standalonefinancial statements and our auditor''s report thereon. The other information is expected to be made available to us after the date ofthiisauditor''s report.

Our opinion on the Standalone ^esancial statements does not cover the other information and we do not express any form ofassurance conclusionthereon.In connection withourauditoftheStandalone financial statements, our responsibility is to readthe other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to com municate th e matter to those charged with governance and as may be legally advised.

8. Tiee Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparati on of these Standalone financial statements that give a true and fair view of tiee financial position, financial performance including other Comprehensive Income, changes in equity and cash flows of the Compony in accordance with the Ind AS and opher accounting principles generally accepted in India including the Accounting Standards specified unCer 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 ofthe Companyend forpreventing and detecting frauds and other irregularities; selection and application of appropriate implementation aad maintenance of accounting policies; making judgments and estimates that ase reasonable and prudent; and design, implsmentation and mainSenance of adequate internal financial controls, that were operating effectively for vnsuring the accuracy and completeness of the accoun^fing rfcords, relevant to the preparation and presentation odtde Standalone financial statements that give a true; and fair view and are free from material misstatement, whether due to fraud sn error.

9. In preparing the Standalone financial statements, management is responsible for assessing the Company''s ability to continue! as a going cuncetn, disrlosing, as applicable, matters related to going concern and using the going concern basis of accounting unless managemont eitlnr intends to liquidate the Company orto cease openations, or has no retlistic alternative but to (to so.

10. Thoss Board of Dke ctors a re also res pon sible for overseeitg the Compa ny''s financial reporting pro cesr.

Auditor''s Resphnsibilities for the AudiÂ° ofthe Standalone Financial Stntementi

11. Our objeclcives art to othtain reasenable asrursnce about whetherthe Standalone financial statements as a whole are free from material misstatiment,whether due ^po frrud of error, and to issne an au^pitor''s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are cansidered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisione of users taken on the basis of these Standalone financial statements.

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

â¢ Identify and assess the rirks of⁷ material misstatemerl: of⁷ the Standalone financial statements, whether due to fraud or error, design and perform audit procedsres responsive to ^phose risks, and obtain audit evidence that is sufficient and appropriate to provide a basis of opinion. The risk of⁷ not detecting a material misstatement resultiug from fraud is higher than for our resulting from error, as fraud may involve collusipn,forgery, intentional omission s, misrepresentations, or the override of internal control.

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

â¢ Evaluate the appropriateness of ttcounting ponies uced and the reasonablenesr of⁷ accounting estimates and related disclosures made by the management.

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

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

13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing ofthe auditand significant audit findings, including any significant deficiencies in internal control that we identify during ouraudie.

14. We also provide those charhed wi th hovernan ce with a state ment that we have co mpli ed with relevant ethicalrequirements 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.

15. From the matters communicated with those charged with governance, we determine those matters thatwere of mostsignificaoce in the audit ofthe Stacdalone financiol statements ofohe current p eriod and are tirerefore the key audit matters. We describe theie mattersin our auditor''s re poet inless law or regulation precludes publie d isdosure about: th e matter or w^hen,in rstremely rare circumstan ces, wu determine that a matter should not: be communicated in otr report because the adverse consrquences of doing so would reasonably be expected to oeltweigh the public mterrut benefits of⁷ eech commumcation.

Report on OtSer Legal and Regulafory Requirements

16. At reqrired by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued ley tire Cettrul Government of¹ nd ta ^fn tntms o^fSoction 14Â°(11) of the Act, ws give ie "Annexpre A" r etatement on the matters specfied in paragra|shs 3 and ⁷⁷ of⁷ the Order, to the extent

applicable

17. Further to our comments in Annexure-A, as required by Section 143(3) of the Act, based on our audit,we report that:

a) We have soughtand obtained all the information and expianations which to the brst ofour krowledte and belief were neceesary for hhe purposes ot ouraudit.

b) In ouropinion, properb ooks ofaccourtas requi red bylaw have been kept: bythe Com parry so tara sitappearsfrom o urexamina tion ofthose books.

c) The Standalone Financial Statements 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 as specified under se ction 133 of the Act.

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 from being appointed as a director in terms of Section 164 (2) of this? Act.

f) With respectto the adequacy of the internal financial controls with reference to Standalone Financial Statements afthe Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to Standalone Financial Statement.

g) In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions ofSection 197 of⁷ the Act read with Schedule V to the Act.

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 (as amended), in our opinion and to the best of opr informatioo and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations onits financial position in the financial statements- Refer Note-36 oefinancial statement;

ii. The Company was not required to recognise a provision asatMarch 31,202U under the applicab lelaw or accounting standards, as it does not have any material foreseeable losses on long-term contracts. The Company did not have any derivative contracts as at March 31,2024;

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. (i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes

to the accounts , no funds have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company toorin any otherperso ns o r enlinies, in cludin g foreign entities ("Intermediaries") with the understanding, whether renorded in writieg or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in the other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any gcorantee, sepurity or the like on behalf of the dltimate Beneficiaries.

(ii) The management has represented, that to the best of its knowledge and belieO, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person/ or entisise, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or othenwise, that the company shall, whet⁰er directly or indirectly lend or invest in the other persona or entities identifiedin any manner whatsoever by or on behalf ofthe Funding Parties ("Ultimate Beneficiaries") or peovide any guarantee,security or the like on behalf of the Ultimate Beneficiaries. (ii¹) Based on such audit procedures as considered reasonable and appropriate in the circumstances, no^fhing has come to our notice that has caused us to believe tltat the representations under sub clause (i) and (ii) of Rule 11 (e) of the Companies (Audit and Auditors) Rules, 2014, as mentioned at para (iv)(i) and (iv)(ii) above, contain any material mis-statement.

v. The company has not declared or paid any dividend during the year hence the provisions of Section 123 of⁷ the Companies Act,2013 are not applicable.

vi. Based on our examination, which included text checks, the Company has used ERP as its accounting software for maintaining its booOs oA accaunt which has a feature of recording audit trail (edit log) facility and that has operated th roughout th e financial year for all relevant transactions recorded in the said software. However, the software only provides the modifitei value. Further it also does not provide information on modification made to database by user having specific sceess. D urin g the course of our audit, we did not come across any instancn ofthe audit trail feature being tampered with.

Fors J. T. Shah & Co.

Cha rte red Accountants [Fihm Regd. No. .09616W]

(J. J. Shah)

Partner

Place: Ahmedabad [M. No. 45669]

Date: 30/05/2024 UDIN:23045660BGYLCG6419

Mar 31, 2023

1. We have audited the financial statements of CIL Nova PetrochemicalsLimited ("the Company"), which comprise the Balance Sheet as at 31^st March, 2023, and the Statement of Profit and Loss, the 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 the significant accounting policies and other explanatoty inform ation.

2. In ouropinion and to the best of our information and according to the explanations given to us,the aforesaid financial statements give the information required by the Companies Act, 2013 (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 Indian /Accounting Standards (''Insi AS'')specified under Section 133 of the Act, of the state of affairs of the Company as at 31^st March 20^g3, and its Â°oss,total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basisfor Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) ofthe Act. Our responsibilities under those Standards are further described in the Auditor''s Respgnsibilities 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 tog ether with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. As described in the Note 53 to the financial Statement, the Income Tax Departmett lead carried out the survey at the company''s business premisesftom July 20, 2022 to July 22, 2022. The assessmentsfor the period covered by survey/ are pending. The management does eot expect any material additional liability as a result of the search and hence n o provision for the additional income tax liability has been made by the company.

Ouropinion is not medified in respect of the above matter.

Bey Audit Matters

5. Key audit matters are those matters that, in our professional, judgment were, of most significance in our audit of the, standalone financial statements ofthe current period.

These matters were addressed in the contnxtofouraudit, 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.

6. Key audit matter identified in our audit is on assessment of Non-currentassets held for sale & discontinued Operations as follows:

Key audit matter

How our audit addressed the key audit matter

Non ou rren S assets held tos sal e & discontinu ed Operctions

During the cement yeah, the Board ofDirectors o^fdhe compcny has approvcd ^hhe sale of Polyester Ya rn Unit through slump sale via BusinessTsansfefAgroement (BTA) to its related party ofits holyestet Yarn Unit.

The company is in the process of obtaining necessary approval of shareholders, Banks, Courts, Tribunal, Regulators if any.

Accordingly, the Business of iolynster Yarn Snit is presented as Held for Sale and discontinund operations from the standaloee financial statements perspective in accordance with In d Ad 105:"Non-currentAssets Held tor Sale aod Discontinued Operations."

Considering the significance ofamounts and complexities involved in carvinÂ° outthe results of the respective businesses, we determined this ⁿo be a Key Audit Matter.

Refer note 2(v)accounting poNcies and Nafe ^r 5on d 51 to the standalone Financialstatements.

Ousaudfr procedures include) thre following substantive procedures:

â¢ We have reviewed toe comcony''s accounting policy for non-current asoets held for sale & discootinued operations and its appropriateness in accordance with Ind AS 105: Non-current: Assets held for sale & Discontinu ed Operations.

â¢ We read the minutes of meetings of Board of directors for approving the sale/dispodal oi the aforeseid unit & corresaoeding flings to the stock exchanges.

â¢ We have mquired with tire Key Manogeiial Personnel to obtain an understanding of the company''s future action plan regarding the execution of the BTA.

â¢ We have verified that the assets and liabilities pertaining to Ohe Business of Polyester yarn Umt as of 31 March M023 which have been disclosed separately in the standalone financial statements, in line with the afore-mentioned accounting standard and analysed if there is any impairment loss.

â¢ We verified the analnsis prepared try tde Company forthe amounts to be disclosed as discontinued operations in the statement of profit and loss for the current and previous years.

â¢ We assessed the adequacy of the disclosures in note 15 & 51 of standalone financial statements in accordance with the requirements of Ind AS 105: Non-Current Assets Held for sale and Discontinued Operations.

Information other than theFinancial Statements and Auditors'' Report thereon

7. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the 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 inconsistentwiththefinancialstatements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, ifwe conclude that there is a material misstatemoct therein, we are required to communicate the matter to those charged with governance and as may be legally advised.

Responsibility of Management and Those Charged with Governance for the Financial Statements

8. The Company''s [Board of⁷ Directors is responsible Â°or Â°he matters stated ic Section 134(5) of tine Act with respect to Â°he preparation of tlsese financial statements that give a true and fair view/ of thr finoocial position, finaccial performance, changoo in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 1335 oStheAct.This responsibilityalso includes maintenance ofadequate accounting records in accordanoe with the provisionr of the Act for safeguarding the assets ot the Compaoy and for preventing and detecting frauds and other irregularities; seleoiion and application ofappropriate implementation and rreintenance ot accounting policies; making judgments and estimates that are reaso nable and prudent; and design, implem entati on ani maintenance of adequate internal financial cootrols, that wern operating effectively for ensuring the accu/acy and completeness of the acccunting records, relevant to she preparation arid presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparino the financial statements, management is rstponsiblo for arsessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the g oing concern ba sis oi accounting unless marageme nt eith et intends to liquidate the Company orto cease operations, os tas no realistic alternative butto do scr

10. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

11. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, andtoissueanauditor''sreportthatincludes our opinion. Reasonable aasurance 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 financial statements.

12. As part ofan audit in accordance with SAs, we exercise professionaljudgment and maintain professional scepticism throughout the audit. We also:

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

â¢ Obtain an understanding of internal control relevant to the andit 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 control system in place and the operating effectivenesf ofsuch controls.

f Eveluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by the management.

â¢ Conclude an theappropriateness of management''s use of the going concern basis ofaccounting afd based on tieeauditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, ifsuch disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to tine date on our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

23. Wfe 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.

R4. We alao provide those chaaged with governance with a statement thatwe have comp^fed with relevant ethical reojuirements regarding indepeodence and to com municate with them all relationships and other matters that may reasonably be thought to bear on our indepeedence and where applieable, related safeguards.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1(5. As reajuired by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in Perms of sub-iection (11) ofSection 143 of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3ande of the Order, to the extent applicable.

in_f As reqnired lay Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which t hen best of our knowledge and belief were necessary tor the ^eposes of ouraudit.

b) le oge opiniae, proper books of account as required by law have been kept by the Company so far as it appears Irom our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Statement of Caun Flow dealt with by this leportare in agreement with the books of account.

d) In our opinion, the aforesaid Standalone financial statements comply) with the Ind AS Specified under section 133 ofthe Act.

e) On the basit ofthe written re presentatio ns rec eived from the dir ectors and taken on re cord by the B oard ofDir ec tors, none of the directers is disqualified as on 31^st March, 2023 Mrem being appointed as a director ie terms of Section164(2) ef the Act.

f) With respect to the atequacy oS the internal financial controls over financial reporting oA tMe Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in ^she Auditor''s Report in accordance with the? requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during) the year is in accordance with the provisions ofSection 197 ofthe Act.

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

i. The Company has dirclosed the impact ofpending litigations on its financial position in the financial statements- Refer Note -37 to the Financial Statement;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay, in transferring amounts, uequired to be transferred, to the Investor Education and Protection Fund try the Company.

iv. (i) The management has represonted that, to the best of⁷ its knowlerjge and belief, bther than as disclosed in the notes

to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other soerces or kind offunds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, than the Inteamediaries shall, whether, directly) or indirectly lend ot invest in the 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.

(ii) The management has represented, that to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether directly or indirectly lend or invest in the other persons or entities identified inany manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on Iseehalp of thie Ultimate Beneficiaries.

(iii) Based on such audit procedures applied by us, nothing has come to our notice that has caused us to believa that the representations made under s ub clause (i) and (ii) con tain any material misstatement.

v. The company has not declared or paid any dividend during the year hence the provisions ofsection 123 of thie? Companies Act, 2013 are not applicable.

vi. Proviso to Rule 3(1) of the Companies (Actounts) Rules, 2014 for maintaining (rooks of⁷ account using atcounting software which has a feature of⁷ recordibg audit trail iedit log) ⁽acility it appNrable to the Compauy with effect from A|lnI 1,2023, and accordinfy, repofting under Rule 11(g)) ofCompanies (Auditand Atditors) Rules, 2014 is notapplicable forthe financial year ended March 31,2023.

For, J. T. Shah & Co.

Chartered Accouotants [Firm Regd. No. 109616W]

(J. J. Shah)

Partner

Place:Ahmedabad [Ml. No.4566h]

Date: 30/05/2023 UDIN:23045669qGYLCG6019

Mar 31, 2018

INDEPENDENT AUDITORS'' REPORT

To,

The Members of

CIL NOVA PETROCHEMICALS LIMITED

Ahmedabad

1. Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of CIL NOVA PETROCHEMICALS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. 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 the standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other 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(lnd AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the 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 theaccounting 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the afore said standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March, 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

5. Other Matters

The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by other auditor, whose report for the year ended 31st March 2017 and 31st March 2016 dated 30th May, 2017 and 23rd May, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by other auditor.

6. 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 in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

i. The Company has disclosed pending litigations which would have impact its financial position in its standalone Ind AS financial statements - Refer Note 37 to the financial statements; ii. The Company does not have long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2018.

	For, Samir M Shah & Associates
	Chartered Accountants,
	[Firm Regd. No. 122377W]
Place: Ahmedabad	Sd/-
Date: 30/05/2018	(Samir M Shah)
	Partner
	[M. No. 111052]

ANNEXURE "A" TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 6(1) of our Report of even date to the Members of CIL NOVA PETROCHEMICALS LIMITED for the year ended 31st March, 2018.

1. In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

(b) As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

2. In respect of Inventories:

As per the information and explanations given to us, inventories were physically verified during the year by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.

3. In respect of Loans and Advances granted during the year:

As regards the loans , the company has not granted any loans , secured or unsecured during the year under audit, to the companies firms and other parties covered in the register maintained under section 189 of the companies Act , 2013 and therefore, the clauses (iii) (a) to (c) of the companies (Auditor''s Report) Order, 2016 are not applicable.

4. Loans, Investments and guarantees:

According to the information and explanation given to us, the company had neither given any loan, guarantee or security, nor made any investments during the year. Hence the provisions of section 185 and 186 are not applicable. Therefore clauses (iv) of companies (Auditor''s Report) Order, 2016 is not applicable.

5. During the year, the company has not accepted any deposits and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the company. Therefore clauses (v) of companies (Auditor''s Report) Order, 2016 is not applicable.

6. We have broadly reviewed the books of account maintained by the company pursuant to the companies (Cost Accounting Records) Rule,2011 prescribed by the Central Government under sub section (1) of section 148 of the Companies Act, 2013. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. In respect of Statutory Dues:

(a) According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities applicable to it except in few cases in respect of Tax Deducted at Source. According to the information and explanations given to us, no undisputed amounts payable in respect statutory dues were outstanding as at 31st March, 2018 for a period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of income tax, central sales Tax, service tax,duty of customs, duty of excise, value added tax or cess which have not been deposited on account of disputes and the forum where the dispute is pending areas under:

Name of the Statute	Nature of the Dues	Year	Amount (Rs)	Forum where dispute is pending
Income Tax Act,1961	Income Tax Demand & Interest	2010-11	1,141,960	Income Tax Appellate Tribunal
	Income Tax Demand & Interest	2011-12	11,693,740	Income Tax Appellate Tribunal
	Income Tax Demand & Interest	2012-13	4,340	Income Tax Appellate Tribunal
	Income Tax Demand & Interest	2013-14	13,540,900	Commissioner of Income Tax (Appeals)
	Income Tax Penalty	2008-09	385,618	Commissioner of Income Tax (Appeals)
	Income Tax Penalty	2010-11	765,401	Commissioner of Income Tax (Appeals)
	Income Tax Penalty	2011-12	12.94.840	Commissioner of Income Tax (Appeals)
The Central Excise and Customs Act	Excise Duty & Penalty	2003-04	3,230,730	Custom Excise and Service Tax Appellate Tribunal
The Finance Act, 1994	Service Tax & Penalty	2004-05	3,398,641	Custom Excise and Service Tax Appellate Tribunal
The Finance Act, 1994	Service Tax & Penalty	2005-06	146,479	Assistant Commissioner of Central Excise
The Textile Committee Amendment Act, 1973	Textile Cess	1995 to 2005	5,090,119	Textiles Committee, Government of India, Ministry of Textiles
Gujarat Pollution Control Act	Compensation	2004 to 2010	5,164,620	Hiqh Court of Gujarat

8. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to Financial Institutions, Banks or debenture holders.

9. According to the information and explanations given to us, the company had not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, in our opinion, the term loans taken during the year were applied for the purpose for which they were obtained.

10. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud by the Company or any fraud on the company by it''s officer or employees has been noticed or reported during the course of our audit.

11. In our opinion and according to the information and explanations given to us, the company had paid managerial remuneration which is in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V of The Companies Act, 2013.

12. In our opinion and according to the information and explanations given to us, the provisions of special statute applicable to chit funds and nidhi / mutual benefit funds / societies are not applicable to the company. Hence, clause (xii) of the Company''s (Auditor''s Report) Order, 2016 is not applicable.

13. In our opinion and according to the information and explanations given to us, the transactions entered by the company with related parties are in compliance with the provisions of section 177 and 188 of The Companies Act, 2013 and details thereof are properly disclosed in the financial statements.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review hence provisions of sections of 42 of the Companies Act, 2013 are not applicable.

15. The company had not entered in to any non-cash transactions with the directors or persons connected with him during the year, hence section 192 of the Companies'' Act, 2013 is not applicable hence clause (xvi) of Company''s (Auditor''s Report) Order, 2016 is not applicable.

16. In our opinion and according to the information and explanation given to us the company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934.

	For, Samir M Shah & Associates
	Chartered Accountants,
	[Firm Regd.No. 122377W]
Place: Ahmedabad	Sd/-
Date: 30/05/2018	(Samir M Shah)
	Partner
	[M. No. 111052]

ANNEXURE "B" TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 6(2)(f) of our Report of even date to the Members CIL NOVA PETROCHEMICALS LIMITED 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 CIL NOVA PETROCHEMICALS LIMITED as of 31st March 2018, 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

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

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For, Samir M Shah & Associates
	Chartered Accountants,
	[Firm Regd. No. 122377W]
Place: Ahmedabad	Sd/-
Date: 30/05/2018	(Samir M Shah)
	Partner
	[M.No.111052]

Mar 31, 2016

To,

The Members of

CIL NOVA PETROCHEMICALS LIMITED Ahmedabad

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CIL NOVA PETROCHEMICALS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, 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.

2. 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.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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.

4. 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, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

ii. In the case of the Statement 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 flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

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

(ii) 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,2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31^st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2016 from being appointed as a director in terms of Section 164 (2)of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

ANNEXURE "A" TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 5 (i) of our Report of even date to the Members of CIL NOVA PETROCHEMICALS LIMITED for the year ended 31st March, 2016.

1. In respect of Fixed Assets :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

2. In respect of its Inventories :

3. In respect of Loans and Advances granted during the year:

4. Loans, Investments and guarantees:

7. In respect of Statutory Dues :

(a) According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, Tax Deducted at Source, Value Added Tax tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect statutory dues were outstanding as at 31^st March, 2016 for a period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of income tax, sales tax, wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute	Nature of the Dues	Year	Amount in Rs.	Forum where dispute is pending
Income Tax Act,1961	Income Tax Demand & Interest	2010-11	2,719,970	Income Tax Appellate Tribunal
	Income Tax Demand & Interest	2011-12	23,721,760	Income Tax Appellate Tribunal
	Income Tax Demand & Interest	2012-13	16,262,700	Commissioner of Income Tax (Appeals)
The Central Excise and Customs Act	Excise Duty & Penalty	2003-04	3,230,730	Custom Excise and Service Tax Appellate Tribunal
	Excise Duty & Penalty	2004-05	3,398,641	Custom Excise and Service Tax Appellate Tribunal
	Excise Duty & Penalty	2005-06	146,479	Assistant/Additional Commissioner of Central Excise
	Excise Duty & Penalty	2006-07 & 2007-08	1,959,742	Commissioner of Excise and Customs (Appeals)
The Textile Committee Amendment Act, 1973	Textile Cess	1995 to 2005	5,090,119	Textiles Committee, Government of India, Ministry of Textiles

8. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a Financial Institutions, Banks or debenture holders.

9. According to the information and explanations given to us, the company had not raised any money by way of public issue during the year. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, in our opinion, the term loans taken during the year were applied for the purpose for which they were obtained.

15. The company had not entered in to any non-cash transactions with the directors or persons connected with him during the year, hence section 192 of the Companies'' Act , 2013 is not Applicable. And clause (xvi) of Company''s (Auditor''s Report) Order, 2016 is not applicable.

16. In our opinion and according to the information and explanation given to us the company is required to be registered under section 45-IA of Reserve Bank of India Act, 1934, and registration certificate for the same has been obtained.

ANNEXURE "B" TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 4(ii)(f) of our Report of even date to the Members of CIL NOVA PETROCHEMICALS LIMITED for the year ended 31st March, 2016.

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 CIL NOVA PETROCHEMICALS LIMITED as of 31st March 2016, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

Auditors'' Responsibility

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, J. T. Shah & Co.

Chartered Accountants,

[FRN No. 109616W]

(J. T. Shah)

Place: Ahmedabad Partner

Date : 23/05/2016 [M. No. 3983]

Mar 31, 2015

We have audited the accompanying standalone financial statements of CIL NOVA PETROCHEMICALS 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.

2. 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.

3. Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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.

4. 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:-

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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 flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub- section (11) of section 143 of the Companies Act,2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(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 26 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 5 (i) of our Report of even date to the Members of CIL NOVA PETROCHEMICALS LIMITED for the year ended 31st March, 2015.

1. In respect of Fixed Assets :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

(b) As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

2. In respect of its Inventories :

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

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

(c) On the basis of our examination of the records of inventory, we are of opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3. In respect of Loans and Advances granted during the year.

As regards the loans , the company has not granted any loans, secured or unsecured during the year under audit, to the companies, firms and other parties covered in the register maintained under section 189 of the Companies Act, 2013 and therefore, the clauses (iii) (a) and (b) of the Companies (Auditor's Report) Order,2015 are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major continuing failures to correct major weaknesses has been observed.

5. During the year, the company has not accepted any deposits and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the company.

6. As per the information and explanation provided to us the company is not required to maintain the cost records as per the provisions of Companies(Cost Records and Audit) Rules,2014, hence Clause (vi) of the Companies (Auditor's Report) Order,2015.

7. In respect of Statutory Dues :

(a) According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect statutory dues were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) According to the records of the company, the dues of income tax, sales tax, wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of the Dues Year Amount in

Wealth Tax Act,1957 Wealth Tax 2007-08 256,434

Income Tax Act,1961 Income Tax Demand 2010-11 2,719,970

Income Tax Demand 2011-12 23,721,760

The Central Excise Excise Duty & Penalty 2003-04 3,230,730 and Customs Act

Excise Duty & Penalty 2004-05 3,398,641

Excise Duty & Penalty 2005-06 146,479

Excise Duty & Penalty 2006-07 1,959,742 & 2007-08

Excise Duty & Penalty 2006-07 94,093

The Textile Committee Textile Cess 1995 to 2005 5,090,119 Amendment Act, 1973

Name of the Statute Forum where dispute is pending

Wealth Tax Act,1957 Commissioner of Income Tax (Appeals)

Income Tax Act,1961 Income Tax Appellate Tribunal

Commissioner of Income Tax (Appeals)

The Central Excise Custom Excise and Service Tax Appellate and Customs Act Tribunal

Custom Excise and Service Tax Appellate Tribunal

Assistant/Additional Commissioner of Central Excise

Commissioner of Excise and Customs (Appeals)

Custom Excise and Service Tax Appellate Tribunal

Textiles Committee, Government of India, The Textile Committee Ministry of Textiles Textile Cess Amendment Act, 1973

(d) During the year no amount is required to transfer to the investor education and protection fund and hence clause (c) of clause (vii) of the Companies (Auditor's Report) Order,2015 is not applicable to the company.

8. The company has no accumulated losses and has not incurred any cash losses during the financial year under review or in the immediately preceding financial year.

9. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a Financial Institutions, Banks or debenture holders.

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

11. According to the information and explanations given to us, during year under review the company has not taken any term loans during the year.

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

For J. T. Shah & Co. Chartered Accountants (FRN No. 109616W)

Sd/- ( J.T. Shah) Date : 30/05/2015 Partner Place : Ahmedabad (M. No. 3983)

Mar 31, 2014

We have audited the accompanying financial statements of CIL NOVA PETROCHEMICALS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year on that date annexed thereto (herein after referred to as financial statements), and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility-

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''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.

4. 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:

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

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 flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 5 (i) of our Report of even date to the Members of CIL NOVA PETROCHEMICALS LIMITED for the year ended 31st March, 2014.

1. In respect of Fixed Assets:

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

b. As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

c. In our opinion, the Company has not disposed off any major / substantial part of the fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventories:

a. The inventory other than the inventory of work in progress has been physically verified during the year by the management. We have been informed that looking at the manufacturing process; it is not possible to physically verify the inventory of work in progress. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. During the year under audit, the company has not granted any loans, secured or unsecured, to the companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 hence clause 4 (iii) (a), (iii) (b), (iii) (c) and (iii) (d) of the Companies (Auditor''s Report) Order, 2003 are not applicable.

b. There is One party covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs.9,38,42,300/- and the year-end balance of loans taken from such parties was Rs. 9,38,42,300/-.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In respect of loans taken by the company, the company has taken interest free loans and hence question of payment of interest does not arise. The company is regular in repayment of principal.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from public.

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

8. We have broadly reviewed the books of account maintained by the company pursuant to the companies (Cost Accounting Records) Rule,2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prime facie the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of Statutory Dues:

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including wealth tax, Service Tax, Gujarat Valued Added Tax, Central Sales Tax, Professional Tax, Tax Deducted at Source, Custom duty, Provident fund, excise duty, Cess and other statutory dues applicable to it with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Service Tax, Customs Duty, Gujarat Valued Added Tax, Central Sales Tax and Excise Duty were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable except Investor Education & Protection Fund of Rs.3,38,715/- which is outstanding for more than six months from the date they became due.

c. On the basis of our examination of the records, following disputed statutory dues have not been deposited with the appropriate authorities;

Name of the Statute Nature of the Dues Amount in Rs.

The Income Tax Act, 1961 Interest on Income Tax 2,72,135

The Income Tax Act, 1961 Income Tax 27,19,970

The Income Tax Act, 1961 Penalty 1,33,650

3,49,750

11,050

Wealth Tax Act,1957 Wealth Tax 2,56,434

The Central Excise and Excise Duty and Penalty 32,30,730 Customs Act 33,98,641

The Central Excise and Excise Duty and Penalty 19,59,742 Customs Act

The Central Excise and Excise Duty and Penalty 1,46,479 Customs Act

The Textile Committee Textile Cess 50,90,119 Amendment Act, 1973

Name of the Statue Year Forum where dispute is pending

The Income Tax Act, 1961 2001-02 The Income Tax Appellate Tribunal

The Income Tax Act, 1961 2010-11 Commissioner of Income Tax (Appeals)

The Income Tax Act, 1961 2000-01 Commissioner of Income Tax, (Appeals)

2001-02 2003-04

Wealth Tax Act,1957 2007-08 Commissioner of Income Tax (Appeals)

The Central Excise and Customs Act 2003-04 Custom Excise and Service Tax 2004-05 Appellate Tribunal The Central Excise and Customs Act 2006-07 Commissioner of Excise and Customs & 2007-08 (Appeals) The Central Excise and Customs Act 2005-06 Assistant/Additional Commissioner of Central Excise

The Textile Committee Amendment Act, 1973 1995 to 2005 Textiles Committee, Government of India, Ministry of Textiles

10. The accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash loss during the year under audit and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information & explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore, clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirements of Para 4 (xiv) are not applicable to the Company.

15. As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has not obtained any term loans from banks or financial institutions during the year under audit.

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

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

19. During the year, the company has not issued any debentures.

20. During the year, the Company has not raised any money by way of Public issues.

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

For J. T. Shah & Co.

Chartered Accountants (FRN No. 109616W)

Sd/- ( J.T. Shah)

Date : 30/05/2014 Partner

Place : Ahmedabad (M. No. 3983)

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of CIL NOVA PETROCHEMICALS 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.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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 flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of subsection (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

(Referred to in paragraph 1 of "Report on Other Legal and regulatory Requirements" of our report of even date.)

1. In respect of Fixed Assets:

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

b. As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

c. In our opinion, the Company has not disposed off any major / substantial part of the fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventories:

a. The inventory other than the inventory of work in progress has been physically verified during the year by the management. We have been informed that looking at the manufacturing process; it is not possible to physically verify the inventory of work in progress. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. During the year under audit, the company has not granted any loans, secured or unsecured, to the companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 hence clause 4 (iii) (a), (iii) (b), (iii) (c) and (iii)

(d) of the Companies (Auditor''s Report) Order, 2003 are not applicable.

b. There is One party covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs. 9,38,42,300/- and the year-end balance of loans taken from such parties was Rs. 9,38,42,300/-.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In respect of loans taken by the company, the company has taken interest free loans and hence question of payment of interest does not arise. The company is regular in repayment of principal.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from public.

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

8. We have broadly reviewed the books of account maintained by the company pursuant to the companies (Cost Accounting Records) Rule,2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prime facie the prescribed accounts and records have been maintained. However, we have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of Statutory Dues:

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including wealth tax, Service Tax, Gujarat Valued Added Tax, Central Sales Tax, Professional Tax, Tax Deducted at Source, Custom duty, Provident fund, excise duty, Cess and other statutory dues applicable to it with the appropriate authorities. However, the Company is not regular in depositing Advance Income Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Service Tax, Customs Duty, Gujarat Valued Added Tax, Central Sales Tax and Excise Duty were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable except Investor Education & Protection Fund of Rs.3,38,715/- and Income Tax of Rs.40,24,162/- pertaining to current financial year which is outstanding for more than six months from the date they became due.

c. On the basis of our examination of the records, following disputed statutory dues have not been deposited with the appropriate authorities;

Name of the Statute Nature of the Dues Amount Year Forum where dispute is pending (Amount in Rs.)

The Income Tax Act, 1961 Interest on Income Tax 2,72,135 2001-02 The Income Tax Appellate Tribunal

The Income Tax Act, 1961 Penalty 1,33,650 2000-01 Commissioner of Income Tax, Appeals

3,49,750 2001-02

11,050 2003-04

The Central Excise and Excise Duty and Penalty 17,67,07,754 June 2001 Custom Excise and Service Tax

Customs Act to 2007 Appellate Tribunal

The Central Excise and Excise Duty and Penalty 19,59,742 2006-07 Commissioner of Excise and Customs Customs Act & 2007-08 (Appeals)

The Central Excise and Excise Duty and Penalty 1,46,479 2005-06 Assistant/Addi tional Commissioner of

Customs Act Central Excise

The Textile Committee Textile Cess 50,90,119 1995 to 2005 Textiles Committee, Government of

Amendment Act, 1973 India, Ministry of Textiles

10. The accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash loss during the year under audit and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information & explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore, clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirements of Para 4 (xiv) are not applicable to the Company.

15. As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has not obtained any term loans from banks or financial institutions during the year under audit.

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

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

19. During the year, the company has not issued any debentures.

20. During the year, the Company has not raised any money by way of Public issues.

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

For J.T. Shah & Co.

Chartered Accountants

(FRN No. 109616W)

Sd/-

( J.T. Shah)

Date : 30/05/2013 Partner

Place : Ahmadabad (M. No. 3983)

Mar 31, 2012

1. We have audited the attached Balance Sheet of CIL NOVA PETROCHEMICALS LIMITED as at 31st March 2012, the Statement of Profit and Loss and also Cash Flow Statement for the year ended on that date annexed thereto (together read as financial statements). These financial statements are the responsibility of the CompanyRss Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (AuditorsRs Report) Order, 2003 issued by the Company Law Board in terms of section 227 (4 A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which are to the best of our knowledge and belief, were necessary for the purpose 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 those books;

(iii) 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;

(iv) 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.

(v) On the basis of written representation received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2012, from being appointed as director of the company in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

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

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

(ii) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

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

Referred to in paragraph 3 of our Report of even date to the Members of CIL-NOVA PETROCHEMICALS LIMITED for the year ended 31st March,

2012.

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

b. As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

c. In our opinion, the Company has not disposed off any major / substantial part of the fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventories:

a. The inventory other than the inventory of work in process has been physically verified during the year by the management. We have been informed that looking at the manufacturing process, it is not possible to physically verify the inventory of work in process. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. During the year under audit, the company has not granted any loans, secured or unsecured, to the companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 hence clause 4 (iii) (a), (iii) (b), (iii) (c) and (iii)

(d) of the Companies (AuditorRss Report) Order, 2003 are not applicable.

b. There are 2 parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs 9,38,42,300/- and the year-end balance of loans taken from such parties was Rs 9,37,88,300/-.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In respect of loans taken by the company, the company has taken interest free loans and in case of principal, the terms of repayment have not been stipulated hence the question of regularity of payment of interest and principal does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from public.

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

8. We have broadly reviewed the books of account maintained by the company pursuant to the companies (Cost Accounting Records) Rule,2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prime facie the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of Statutory Dues:

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, Service Tax, Gujarat Valued Added Tax, Central Sales Tax, Professional Tax, Tax Deducted at Source, Custom duty, Provident fund, excise duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Service Tax, Customs Duty, Gujarat Valued Added Tax, Central Sales Tax and Excise Duty were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable except Investor Education & Protection Fund of Rs 3,38,715/- has not been deposited till balance sheet date.

b. On the basis of our examination of the records, following disputed statutory dues have not been deposited with the appropriate authorities;

Name of the Nature of Amount Year Forum where Statute the Dues is pending (Amount in Rs)

The Income Tax Act, 1961 Income Tax& Interest 24,02,839 1998-99 Commissioner of Income Tax, Appeals to 2003-04 & 2007-08

The Income Tax Act, 1961 Interest on Income Tax 2,72,135 2001-02 The Income Tax Appellate Tribunal

The Gujarat Value Interest & Penalty 5,69,152 2006-07 Joint Commissioner Appeal

Added Tax Act,2003

The Central Excise and Excise Duty and Penalty17,87,32,622 June 2001 Custom Excise and Service Tax Customs Act to 2006 Appellate Tribunal

The Central Excise and Excise Duty and Penalty 32,18,949 2004 to 2008 Commissioner of Excise and Customs

Customs Act (Appeals)

The Central Excise and Excise Duty and Penalty 1,46,479 2005-06 Assistant/ Additional Commissioner of Customs Act Central Excise

The Central Excise and Excise Duty and Penalty 77,80,203 2006 to 2008 HonRsble High Court of Gujarat Customs Act

Service Tax Act Service Tax and Penalty 18,00,015 2006 to 2009 Custom Excise and Service Tax Appellate Tribunal

Service Tax Act Service Tax and Penalty 13,35,476 2006 to 2009 HonRsble High Court of Gujarat

The Textile Committee Textile Cess 50,90,119 1995 to 2005 Textiles Committee, Government of

Amendment Act, 1973 India, Ministry of Textiles

10. The accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash loss during the year under audit and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information & explanation given to us, we are of the opinion that the company is, by and large, regular in repayment of dues to banks.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore, clause 4 (xiii) of the Companies (AuditorRss Report) Order, 2003 is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirements of Para 4 (xiv) are not applicable to the Company.

15. As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has not obtained any term loans from banks or financial institutions during the year under audit.

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

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

19. During the year, the company has not issued any debentures.

20. During the year, the Company has not raised any money by way of Public issues.

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

For J.T Shah & Co. Chartered Accountants (FRN No. 109616W)

Sd/- ( J.T Shah) Date : 27.08.2012 Partner Place : Ahmedabad (M. No. 3983)

Mar 31, 2011

1. We have audited the attached Balance Sheet of CIL-NOVA PETROCHEMICALS LIMITED as at 31st March 2011, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto (together read as financial statements). These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in terms of section 227 (4 A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which are to the best of our knowledge and belief, were necessary for the purpose 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 those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) 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.

(v) On the basis of written representation received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2011, from being appointed as director of the company in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

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

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

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our Report of even date to the Members of CIL-NOVA PETROCHEMICALS LIMITED for the year ended 31st March, 2011.

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

b. As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

c. In our opinion, the Company has not disposed off any major / substantial part of the fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventories: v

a. The inventory other than the inventory of work in process has been physically verified during the year by the management. We have been informed that looking at the manufacturing process, it is not possible to physically verify the inventory of work in process. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. During the year under audit, the company has not granted any loans, secured or unsecured, to the companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 hence clause 4 (iii) (a), (iii) (b), (iii) (c) and (iii) (d) of the Companies (Auditor's Report) Order, 2003 are not applicable.

b. There are 7 parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs.1114.42 Lacs and the year-end balance of loans taken from such parties was Rs. 1114.42 Lacs.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In respect of loans taken by the company, the company has taken interest free loans and in case of principal, the terms of repayment have not been stipulated hence the question of regularity of payment of interest and principal does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from public.

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

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

9. In respect of Statutory Dues:

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, custom duty, Provident fund, excise duty, cess and other statutory dues applicable to it with the appropriate authorities, all though there have been delays in depositing Service Tax, Gujarat Valued Added Tax, Central Sales Tax, Professional Tax and Income Tax Deducted at Source. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Service Tax, Customs Duty, Gujarat Valued Added Tax, Central Sales Tax and Excise Duty were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable except Investor Education & Protection Fund of Rs.3.39 Lacs has not been deposited till balance sheet date.

b. On the basis of our examination of the records, following disputed statutory dues have not been deposited with the appropriate authorities;

Name of the Statute Nature of the Dues Period Amount (Rs. In Lacs)

The Income Tax Act, 1961 Income Tax& Interest 1998-99 to 36.59 2004-05 & 2007-08

The Income Tax Act, 1961 Interest on Income Tax 2001-02 2.72

The Gujarat Value Added Interest & Penalty 2006-07 12.77 Tax Act, 2003

The Central Excise and Customs Act Excise Duty and Penalty June 2001 1787.33 to 2006

The Central Excise and Customs Act Excise Duty and Penalty 2004 to 2008 36.25

The Central Excise and Customs Act Excise Duty and Penalty 2005-06 1.46

The Central Excise and Customs Act Excise Duty and Penalty 2006 to 2008 1.22

Service Tax Act Service Tax and Penalty 2006 to 2009 5.79

The Textile Committee Textile Cess 1995 to 2005 50.90 Amendment Act, 1973

Name of the Statute Forum where dispute is pending

The Income Tax Act, 1961 Commissioner of Income Tax, Appeals

The Income Tax Act,1961 The Income Tax Appellate Tribunal

The Gujarat Value Added Joint Commissioner Appeal Tax Act,2003

The Central Excise and Custom Excise and Service Tax Customs Act Appellate Tribunal

The Central Excise and Commissioner of Excise and Customs Customs Act (Appeals)

The Central Excise and Assistant Commissioner of Central Customs Act Excise

The Central Excise and Hon'ble High Court of Gujarat Customs Act

Service Tax Act Custom Excise and Service Tax Appellate Tribunal

The Textiles Committee Textiles Committee, Government of Amendment Act,1973 India, Ministry of Textiles

10. The accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash loss during the year under audit and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information & explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore, clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirements of Para 4 (xiv) are not applicable to the Company.

15. As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has not obtained any term loans from banks or financial institutions during the year under audit.

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

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

19. During the year, the company has not issued any debentures.

20. During the year, the Company has not raised any money by way of Public issues.

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

For, J. T. SHAH & COMPANY

Chartered Accountants

(FRN No. 109616W)

(J.T. Shah)

Place : Ahmedabad Partner

Date : 11.08.2011 [M No 3983]

Mar 31, 2010

1. We have audited the attached Balance Sheet of CIL-NOVA PETROCHEMICALS LIMITED as at 31st March 2010, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto (together read as financial statements). These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors? Report) Order, 2003 issued by the Company Law Board in terms of section 227 (4 A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which are to the best of our knowledge and belief, were necessary for the purpose 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 those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) 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.

(v) On the basis of written representation received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2010, from being appointed as director of the company in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

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

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

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our Report of even date to the Members of CIL-NOVA PETROCHEMICALS LIMITED for the year ended 31st March, 2010.

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

b. As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

c. In our opinion, the Company has not disposed off any major / substantial part of the fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventories:

a. The inventory other than the inventory of work in process has been physically verified during the year by the management. We have been informed that looking at the manufacturing process, it is not possible to physically verify the inventory of work in process. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. During the year under audit, the company has not granted any loans, secured or unsecured, to the companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 hence clause 4 (iii) (a), (iii) (b), (iii) (c) and (iii) (d) of the Companies (Auditors Report) Order, 2003 are not applicable.

b. There are 7 parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs. 1195.42 Lacs and the year-end balance of loans taken from such parties was Rs. 1114.42 Lacs.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In respect of loans taken by the company, the company has taken interest free loans and in case of principal, the terms of repayment have not been stipulated hence the question of regularity of payment of interest and principal does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from public.

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

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

9. In respect of Statutory Dues:

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, custom duty, Provident fund, excise duty, cess and other statutory dues applicable to it with the appropriate authorities, all though there have been delays in depositing Service Tax, Gujarat Valued Added Tax, Central Sales Tax, Professional Tax and Income Tax Deducted at Source. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax Service Tax, Customs Duty, Gujarat Valued Added Tax, Central Sales Tax and Excise Duty were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable except Wealth Tax of Rs. 5 Lacs has not been deposited till balance sheet date.

b. On the basis of our examination of the records, following disputed statutory dues have not been deposited with the appropriate authorities;

Name of the Nature of the Amount Forum where dispute Statute Dues (Rs. In Lacs) Is pending

The Income Tax Act, Income Tax Commissioner of Income 34.29 1961 & Interest Tax, Appeals

The Income Tax Act, Interest on The Income Tax Appellate 2.72 1961 Income Tax Tribunal

The Central Excise and Excise Duty Custom Excise and Service 2718.59 Customs Act and Penalty Tax Appellate Tribunal

The Central Excise and Excise Duty Commissioner of Excise

52.17 Customs Act and Penalty and Customs (Appeals)

The Central Excise and Excise Duty Assistant Commissioner of

1.64 Customs Act and Penalty Excise and Customs

Service Tax Commissioner of Service

Service Tax Act 20.12 and Penalty Tax (Appeals)

Textiles Committee, The Textile Committee

Textile Cess 50.90 Government of India, Amendment Act, 1973 Ministry of Textiles

10. The accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash loss during the year under audit and in the immediately preceding financial year.

11. In our Opinion and according to the information and explanations given to us, there was a delay ranging upto 4 months in repayment of principal of Rs.65.52 Lacs and a delay ranging up to 10 month in repayment of interest of Rs.176.20 Lacs to State Bank of India. Further there was a delay ranging up to 60 days in repayment of rescheduled principal of Rs. 62.79 Lacs and delay ranging up to 77 days in respect of interest of Rs.219.64 Lacs in respect other banks.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirements of Para 4 (xiv) are not applicable to the Company.

15. As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has not obtained any term loans from banks or financial institutions during the year under audit.

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

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

19. During the year, the company has not issued any debentures.

20. During the year, the Company has not raised any money by way of Public issues.

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

FOR J. T. SHAH & COMPANY CHARTERED ACCOUNTANTS (FRN No. 109616W)

Sd/- (J. T. SHAH) PARTNER [M. No. 3983]

PLACE : Ahmedabad DATE : 07.08.2010

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