assam petrochemicals ltd Auditors report

To the Members of Assam Petro Chemicals Limited Report on the Standalone IND AS Financial Statements

1. Report on the Financial Statements:

We have audited the accompanying Standalone Ind AS financial statements of Assam Petro Chemicals Limited, (‘the Company), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss, the Statement of Changes in Equity and Statement of Cash Flow for the Financial Year ended as at 31^st March 2023, and Notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid standalone Ind AS 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, of the state of affairs of the Company as at March 31, 2023,and total comprehensive income, changes in equity and its cash flows for the year then ended.

2. Basis of Opinion:

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the "Auditors Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Financial Statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibility 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.

3. Key Audit Matters:

Key Audit Matters are those matters that, in our professional judgment, were most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Reporting of Key Audit Matters as per SA 701, Key Audit Matters are not applicable to the Company as it is an unlisted company.

4. Information other than the Standalone Financial Statements and Auditors Report:

The Companys Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Boards Report including Annexure to Boards Report, but does not include the standalone Ind AS financial statements and our Auditors Report thereon. Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance. The annual report is expected to be made available to us after the date of auditors report. Hence, we have nothing to report in this regard.

5. Managements Responsibility for the Financial Statements:

The Companys Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the Financial Position, Financial Performance, Cash Flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued there under and accounting system. 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. In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Director is also responsible for overseeing the Companys financial reporting process.

6. Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements:

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

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

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

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

d) Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

7. Emphasis of Matters:

We draw the attention to the following matters in the Notes to the Financial Statements and Others:

(a) Company Category: In the ROC Portal, the Company is continuously declaring its Company SubCategory as ‘State Govt. Company, whereas as per 2(45) of the Companies Act, 2013 the Company SubCategory seems to be of a Non Government Company.

As per Section 2(45) of the Companies Act, 2013 "Government Company" means any company in which not less than fi fty-one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government Company. But neither fi fty-one per cent of the paid-up share capital of this Company is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments nor this Company is a subsidiary company of any Government Company, as is evident from the under mentioned shareholding pattern of the Company as at 31/03/2023:

List of Shareholders	Sub Category of Shareholder	% of Paid Up Capital Held
Governor of Assam	State Govt.	37.46%
Oil India Limited	Union Govt. Company	48.79%
Assam State Industrial Development Corporation Ltd	State Govt. Company	08.02%
Assam Gas Company Limited	State Govt. Company	05.64%
Others (Individuals)		0.09%
Total		100.00%

The new Companies Act 2013 does not contain specific provisions about ‘deemed Government Companies on the lines of Section 619 B of the Companies Act 1956. However, Section 2(27) of the Companies Act defi ne the words Control as under:

"control" shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.

As per clause 85 of Articles of Association of the Company the Governor of Assam (including Assam Industrial Development Corporation Limited and Assam Gas Co Ltd.) and Oil India Limited shall have right to nominate equal number of Directors on the Board of the Company. Thus right to appoint majority of directors is equally vested in the hand of Government of Assam & Oil India Limited, thus in concert its vest with government.

As per Clause 119 of Articles of Association of the Company, General Power of the Company is vested in Board and as per clause 121 of Articles of Association of the Company, "the Managing Director of the Company shall be nominated by Governor of Assam and a Whole Time Director on Finance i.e. Director (Finance) shall be nominated by Oil India Limited". Thus management control of this Company seems to be equally vested in the hand of Government of Assam & Oil India Limited, thus in concert its vest with government.

O ce of the Principal Accountant General (Audit), Assam (vide letter No. AMG-III (PSU)/2-12/ Appointment of SA /Vol-XI/2020-21/30 dated 16/05/2023) has clarifi ed that Assam Petro Chemicals Limited is a ‘Government Controlled Other Company

MCA Circular No. 33/2014 dated 31^st July 2014, clarify that New Act does not alter the position with regard to audit of such deemed Government Companies through C& AG and thus Deemed Government Companies, referred to in Section 619B of the Companies Act 1956 shall also be covered under subsection (5) and (7) of Section 139 of the New Act. However no such MCA Gazette Notifi cation allowing all specified exemptions (as mentioned in MCA Gazette Notifi cation No 372 dated 05.06.2015, which specifically grant certain exemption to Government Companies) has been issued by MCA for allowing exemption to

‘Government Controlled Other Company (as was earlier available to deemed government company, referred to in Section 619B of the old Companies Act 1956). ‘Many Government Controlled Other Company have declared its Company SubCategory as Non Govt. Company. For Example North East Transmission Company Limited (‘a Government Controlled Other Company) has declared its Company SubCategory as ‘Non Govt. Company in spite of the fact that its 74% paid up capital is collectively owned by Government(s) along with Govt. undertakings but fi fty-one per cent of the paid-up share capital is not held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments and also this company is not a subsidiary company of any Government Company.

Present Shareholding pattern of North East Transmission Company Limited is as under:

List of Shareholders	SubCategory Shareholder	of % of Paid Up Capital Held
Power Grid Corporation of India Limited	Union Govt. Company	26%
ONGC Tripura Power Company Limited	Non Govt. Company	26%
Assam Electricity Grid Corporation Ltd	State Govt. Company	13%
Government of Tripura	State Govt.	10%
Government of Mizoram	State Govt.	10%
Government of Manipur	State Govt.	6%
Government of Meghalaya	State Govt.	5%
Government of Nagaland	State Govt.	4%
Total		100%
Grouping of Shareholding
Pattern
State Govt. Shareholding		35%
(Collectively)
Union Govt. Company		26%
State Govt. Company		13%
Non Govt. Company		26%
Total		100%

Thus from the above enumerated facts, it is evident that although M/s. Assam Petro Chemicals Limited is a ‘Government Controlled Other Company but not the ‘State Government Company Therefore, we hereby place emphasis that Financial Statement of Assam Petro Chemicals Ltd, should be read by treating the Company SubCategory as Non Government Company.

(b) Trade Payable (Note 20): Trade Payable 12785.11 Lakhs is without provision of demand raised by M/s. Oil India Ltd to 79.02 Lakhs to compensate assessed VAT payments and interest thereon. The Company has disclosed amount as contingent liability on the plea that ‘the Company is under process of examination of the legality of the demand, However the company has not raised any dispute before M/s. Oil India Ltd against demand of 79.02 Lakhs.

Therefore, we hereby place emphasis that Financial Statement of Assam Petro Chemicals Ltd, should be read by treating that ‘Trade Payable & consequential ‘Book Loss has been understated by .79.02 Lakhs.

8. Report on Other Legal and Regulatory Requirements:

i) As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure-A", a statement on the matters specified in paragraphs 3 & 4 of the Order, to the extent applicable.

ii) With respect to the other matter to be included in the Auditors Report in terms of direction of the Comptroller and Auditor General of India (C&AG) under section 143(5) of the Companies Act, 2013, and on the basis of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we give in the "Annexure-B" a statement on the matters directed by C&AG.

iii) 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 be best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity, and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules,2014 (as amended to the date).

e) On the basis of the Gazette Notifi cation No 372 dated 05.06.2015 issued by the Ministry of Corporate Affairs, Government of India, the provisions of Section 164(2) of the Companies Act, 2013, regarding the "Disqualifi cation of Directors" for appointment as Director of company shall not apply to a Government Company.

Since M/s. Assam Petro Chemicals Limited is a Non Govt. Company therefore provisions of Section 164(2) with respect to disqualifi cation of Director is applicable on Assam Petro Chemicals Limited. Further to that, also as per clause 94 of Articles of Association of Company "The O ce of the director shall become vacant in case he incurs any of the disqualifi cations specified in Section 164 of the Companies Act, 2013".

However, the Company in respect of Govt. of Assam Nominated Director has neither obtained ‘consent to act as director nor ‘obtained declaration from its director about section 164(2) disqualifi cation. Therefore, we are unable to comment on eligibility of directors as on March 31, 2023 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 C". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys Internal controls over financial reporting. g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended to the date), 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 quantifi ed pending litigations as on March 31, 2023 on its financial position in its standalone financial statements

– Refer Notes 33.1 to the standalone financial statements; ii) As per Management Representation, the Company do not have any long term contract including any derivative contracts for which there were any material foreseeable losses;

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

iv) (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries;

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person or entity, 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 other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries; and (c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement; and

v) No dividend has been declared or paid during the year by the Company.

9. Managerial Remuneration:

The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act.

For, PARIK & CO

(Chartered Accountants)

FRN: 302147E

Partner

CA Bipin Kumar

ICAI Membership No: 059805

UDIN: 23059805BGWEBK3137

Place: Guwahati

Date: 19.05.2023

ANNEXURE – A

TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 8(i) of our report on "Other Legal and Regulatory Requirements" of even date)

In terms of the informa on and explana ons sought by us and given by the company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

i (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation, of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

(b) The Property, Plant and Equipment are physically verifi ed by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment has been physically verifi ed by the Management during the year and no material discrepancies have been noticed on such verifi cation.

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

(d) The Company has not revalued its Property, Plant and equipment (including Right-of-use assets) or intangible assets during the year. Accordingly, the reporting under Clause 3(i)(d) of the Order is not applicable to the Company.

However the Company has provided for Impairment Loss amounting to 468.14 Lakhs, on the basis of ascertainment of carrying value of cash generating assets.

(e ) Based on the information and explanations furnished to us, no proceeding have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transaction Act, 1988(45 of 1988) and rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its standalone financial statements does not arise.

ii (a) Physical verifi cation of inventories, consisting of stores and spares has been carried from time to time at regular intervals. The discrepancies noticed on physical verifi cation of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.

(b) The company has been sanctioned working capital limits in excess of Five Crores in aggregate from Assan Gramin Vikash Bank in the month of March 2023 on the basis of security of current assets. The prescribed period of fi ling quarterly returns with Bank has not been fallen due till the period of this reporting to the date of sanction/ disbursement therefore reporting under Clause 3(i)(d) of the Order is not fallen due on this Company.

(a) The Company has not granted any loan, secured or unsecured, to Companies, Firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the iii Act during the year. Accordingly, the requirement to report on clause 3(iii) (a) to (f) of the Order is not applicable to the Company.

iv In our Opinion, and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable. v The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi Pursuant to the rules made by the Central Government of India, the Company is required to maintained cost record as specified under Section 148(1) of the Act in respect of its products. The Company is complying the Cost Audit requirement and has obtained the Cost Audit Report for the Financial year 2021-22 within time limit and have appointed Cost Auditor for Financial Year 2022-23.

vii (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, income tax, goods and services tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. As per management representation , we have been informed that the Company has applied for exemption from operations of Employees State Insurance Act and Labour Welfare Fund Cess is not applicable to the company.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of statutory dues referred to in sub-clause (a) as at March 31, 2023 which has not been deposited on account of a dispute, are as follows:

Name of the Statue	Nature of dues	Amount (Net of Payment) In lakhs	Amount Paid In Lakhs	Period to which the amount relates	Forum where the dispute is pending
Income Tax	Tax & Interest	32.43	0	2022-23	Commissioner (Appeals)
Income Tax Central Sales	Interest Tax &	0.37	0 0	2014-15	Assistant Commissioner Commissioner of Taxes,
Tax	Interest	22.03		2015-16	Assam, Guwahati

viii According to the information and explanations given to us and the records of the Company examined by us, there are no transactions in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. ix (a) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year. The Bank (Punjab National Bank) vide email dated April 12, 2023 has confi rmed that the accounts are regular.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared Willful Defaulter by any bank or financial institution or government or any government authority.

(c ) In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.

(d) Based upon the audit procedures performed and the information and explanations given by the management, the company has not utilized short term loans for long term purpose. (e ) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x (a) The Company has not raised any money by way of initial public offer and through debt instruments by way of further public offer during the year. Accordingly, the requirement to report on clause 3(x) (a) of the Order is not applicable to the Company.

(b) The company has raised equity amounting to 12285.94 Lakhs by way of right issue to its existing shareholder during the year and for this the company has complied with the requirements of section 42 and section 62 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised.

xi (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be fi led with the Central Government. Accordingly, the reporting under Clause 3(xi)(b) of the Order is not applicable to the Company.

(c) As represented to us by the management, there are no whistle blower complaints received by the company during the year. Accordingly, the reporting under Clause 3(xi)(c) of the Order is not applicable to the Company.

xii The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a) to 3(xii)(c) of the Order is not applicable to the Company.

xiii The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Note No. 34.3 of standalone financial statements, as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

xiv (a) The Company does not have an internal audit department but internal audit was conducted by a firm of Chartered Accountants on quarterly basis. In our opinion the company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditor for the period under audit have been considered by us. xv The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under Clause 3(xv) of the Order is not applicable to the Company.

xvi (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under Clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under Clause 3(xvi)(b) of the Order is not applicable to the Company.

(c ) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under Clause 3(xvi)(c) & (d) of the Order is not applicable to the Company.

xvii The Company has incurred cash losses approximately amounting to 6432.38 Lakhs in the current financial year. Cash losses has been calculated by reducing the Grant amortization and adding the Depreciation & Deferred Tax to the Net Profit after taxes of the Company.

xviii There has been no resignation of the statutory auditors during the year but there was change of auditor as per mandate of C& AG office and accordingly the reporting under Clause 3(xviii) of the Order is not applicable to the Company.

xix According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone Ind AS financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that the Company has incurred huge Cash Loss during the reporting year therefore this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

xx The Company has during the year spent the amount of Corporate Social Responsibility as required under sub- section (5) of Section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

xxi The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

However, we report that The Consolidated Financial Statement of the Company and its subsidiary M/s Pragjyotish Fertilizer and Chemicals Limited has not been prepared due to absence of Audited Financial Statement of the subsidiary company. However, the management of the Company is of the opinion that there is no financial impact during 2022-23 on the Company, as all the investments, loans & advances to this subsidiary has already been provided as loss in earlier periods of the books of accounts of the Company.

For, PARIK & CO

(Chartered Accountants)

FRN: 302147E

Partner

CA Bipin Kumar

ICAI Membership No: 059805

UDIN: 23059805BGWEBK3137

Place: Guwahati

Date: 19.05.2023

to the Independent Auditors Report

(Referred to in paragraph 8(ii) of our report of even date) DIRECTIONS UNDER SECTION 143(5) OF THE COMPANIES ACT, 2013

Sl No	Directions Action Taken
1.	Whether the company has system in place The Company maintains its books of accounts in Tally to process all the accounting transactions Accounting Software. Hence, all accounting transaction through IT system? If yes, the implications of are processed through Tally Accounting Software. processing of accounting transactions outside Implication of processing accounting transaction outside IT system on the integrity of the accounts along Tally accounting software does not arise. with the financial implications, if any, may be However, there is risk of manual alternation of carry stated. forwarded opening balances, while splitting of yearly accounts.
2.	Whether there is any restructuring of an Based on the details provided by the Management and existing loan or cases of waiver/write off of our audit, we observed that during the period under audit debts/ loan/interest etc. made by a lender to there is no restructuring of an existing loan or waiver/ the company due to the companys inability to write of debts / loans/interest etc. made by a lender to repay the loan? If yes, the financial impact may the company due to the companys inability to repay the be stated. loan.
3.	Whether funds received/ receivable for specific No cash grant/ subsidy have been received from Central/ schemes from central/ state agencies were state Government or it agencies, during the reporting properly accounted for /utilized as per its term period. and conditions? List the cases of deviation.

For, Parik & Co.

(Chartered Accountants)

FRN: 302147E

Partner

CA Bipin Kumar

ICAI Membership No. 059805

UDIN:23059805BGWEK3137

Place: Guwahati

Date 19.05.2023

ANNEXURE – C

TO THE INDEPENDENT AUDIT REPORT (Referred to in Para 8(iii)(f) of our report of even date)

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 Assam Petro Chemicals Limited (the Company) as of 31^st March, 2023 in conjunction with our audit of the standalone Ind AS Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Company 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 ("the Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). The 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 the Companys 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 Companys ‘Internal Financial Controls over Financial Reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit to 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 were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control bases on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risk 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 Companys internal financial controls system over financial reporting.

Meaning o f Internal Financial Controls over Financial Reporting

A Companys 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 Companys 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 authorization of the Management of the Company, and (3) provided reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys 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.

Modifi ed Op inion

The Company is implementing a 500 TPD Methanol Plant at Namrup and also in the process of implementing a 200 TPD Formalin Plant at Boitamari with huge capital investments. However the company has not designed and formulated any manual for Internal Control over Financial Reporting in compliance of Guidance Note on Audit to 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.

We have considered this weaknesses in determining the audit procedures applied in audit of the financial statements of the Company as of 31^st March, 2023 and this weakness do not affect our opinion on the standalone Ind AS Financial Statements of the Company for the year ended.

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in the rest material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2023, 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 issued by ICAI.

For, PARIK & CO

(Chartered Accountants)

FRN: 302147E

Partner

CA Bipin Kumar

ICAI Membership No: 059805

UDIN:23059805BGWEBK3137

Place: Guwaha

Date: 19/05/2023.