Assam Petrochemicals Ltd Auditor Reports

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, 2024, 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 2024, 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, 2024, 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 influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

7. Emphasis of Matters:

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

(a) Trade Payable (Note 20):

Trade Payable Rs.33989.61 Lakhs includes the payable amount to Oil India Ltd. Rs.33339.02 Lakhs is without provision:

i) Of demand raised by M/s. Oil India Ltd amounting to Rs.79.02 Lakhs in FY 22-23 to compensate assessed VAT payments and interest thereon. And

ii) without provision of delayed interest payment to Oil India Ltd in FY 2223 Rs.263.88 Lakhs and in FY 23-24 Rs.1649.88 Lakhs.

The Company has disclosed the above amount as contingent liability on the plea thats. the Company is under process of examination of the legality of the demand of Rs.79.02 Lakhs and the company has raised request before Oil India Ltd for waiver of delayed payment interest, in view of continuing suffering of Cash Losses by the Company.

However the company has not raised any dispute before M/s. Oil India Ltd. against demand of 79.02 Lakhs and also the company could not produce any approval letter of Oil India Ltd. for waiver on delayed payment interest.

Further to that

Therefore, we hereby place emphasis that Financial Statement of Assam Petro Chemicals Ltd, should be read by treating that Trade Payable & consequential Accumulated Book Loss have been understated by Rs.1992.38 lakhs.

(b) Borrowings (Note 19):

The Company has availed CC Limit of 2761.68 Lakhs as on 31.03.2024 from Assam Gram Vikash Bank, against the margin of 25% of paid Inventory and 40% of Book Debts (within 90 Days). However, the figure of paid Inventory and Books Debts stated in the Monthly Stock Statement Return filed by the company as of 31⁵¹ March 2024, seems to be overstated in comparison to the Audited Balance Figure of 31^st March 2024.

Further to that Paid Inventory plus Book Debts of the company as at 31^st March 2024 is in negative i.e, minus Rs.28670.31 lakhs (as Trade Payable as on 31^st March 2024 amounting to Rs.33989.61 lakhs is in excess of Rs.28670.31 lakhs in comparison to the Total Inventory Plus Book Debts Rs.5319.30 Lakhs). Thus, the Company has availed CC Limit of Rs.2761.68 lakhs without having proper margin of prescribed Prime Security.

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 Notification 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 “Disqualification 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 disqualification of Director is applicable on Assam Petro-Chemicals Limited. Further to that, also as per clause 94 of Articles of Association of Company "The Office of the director shall become vacant in case he incurs any of the disqualifications 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) disqualification.

Herefore, we are unable to comment on eligibility of directors as on March 31,2024 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 quantified pending litigations as on March 31, 2024 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 Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, no funds 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 Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; 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
Place: Guwahati	ICAI Membership No: 059805
Date: 11-05-2024	UDIN:24059805BKAOLC3207

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 information and explanations 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 verified by the Management according 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.

(c) The title deeds of all the immovable properties are held in the name of the Company, except of the land measuring 163 Big has 3 Katha situated at Boithamari (Bongaigon) on which the Company Project of 200 TPD Formalin is under implementation but the Company name were not found to be recorded in Dharitree Portal of Govt of Assam.

(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.

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

(b) The company has availed Working Capital Limits (in form of Cash Credit) in excess of Rs. Five Crores in aggregate from Assan Gramin Vikash Bank (AGVB), on the basis of prime security of its paid Inventory & Book Debts. The Company has filed prescribed Monthly Stock Statements Returns to the Banks, within prescribed dates. The Company has availed CC Limit of Rs.2761.68 Lakhs as on 31.03.2024 against the margin of 25% of paid Inventory and 40% of Book Debts (within 90 Days). However, the figure of paid Inventory and Books Debts stated in the Monthly Stock Statement Return filed by the company as of 31^st March, 2024, seems to be overstated in comparison to the Audited Balance Figure of 31^st March, 2024.

Further to that Paid Inventory plus Book Debts of the company as at 31^st March, 2024 is in negative i.e minus Rs.28670.31 lakhs (as Trade Payable as on 31^st March, 2024 amounting to Rs.33989.61 lakhs is in excess of Rs.28670.31 lakhs in comparison to the Total Inventory Plus Book Debts Rs.5319.30 Lakhs). Thus the Company has availed CC Limit of Rs.2761.68 lakhs without having proper margin of prescribed Prime Security.

iii (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 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 2022-23 within time limit and have appointed Cost Auditor for Financial Year 2023-24.

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, ESI, Income tax, Goods and Services tax, though there has been a slight delay in a few cases, but the Company 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. However, the Company has delayed in deposit of BOCW Cess.

(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 31,2024 which has not been deposited on account of a dispute, are as follows:

Name of the Statue	Nature of dues	Amount ( Net of Payment) Rs. In lakhs	Amount Paid Rs. 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	Interest	0.37	0	2014-15	Assistant Commissioner
Central Sales Tax	Tax & Interest	22.03	0	2015-16	Commissioner of Taxes, 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.

(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 obtained from Power Finance Corporation Limited have been applied, on an overall basis, for the purposes for which they were obtained. However, we are unable to express our opinion on utilisation of availed Disbursed Term Loan by Power Finance Corporation amounting to Rs.12500 Lakhs (Rs.7000 Lakh on 29.09.2023 & Rs.5500 Lakh on 01.11.2023) as the Company has submitted Utilization Certificate to PFC till the date of this Audit Report only for Rs.4559.47 Crores only against the direct disbursement of Rs.12500 Lakhs.

(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 Rs.136.49 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 filed 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 In view of continued Cash Losses the requirement of compliance of sub- section (5) of Section 135 of the Act is not applicable on the Company. 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 2023-24 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
Place: Guwahati	ICAI Membership No: 059805
Date: 11-05-2024	UDIN:24059805BKAOLC3207

Annexure B

To the Independent Auditors Report (Referred to in paragraph 8(ii) of our report of even date)

Compliance Certificate

We have conducted the Audit of Accounts of ASSAM PETRO CHEMICALS LIMITED, having its Registered office at 4^th Floor, Orion Place, Mahapurush Srimanta Sankardev Path, Bhangaghar, Guwahati, Assam-781005, for the Financial Year ended 31^st March, 2024 in accordance with the Directions issued by the Comptroller & Auditor General of India under Section 143 (5) of the Companies Act, 2013 and certify that we have complied with all the Directions / Sub-directions issued to us. Our comments against the specified directions are enclosed here with in separate sheet.

DIRECTIONS UNDER SECTION 143(5) OF THE COMPANIES ACT, 2013

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

 

	For, PARIK & CO
	(Chartered Accountants)
	FRN:302147E
	Partner
	CA Bipin Kumar
Place: Guwahati	ICAI Membership No: 059805
Date: 11-05-2024	UDIN:24059805BKAOLC3207

Annexure C

To the Independent Sudit 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, 2024 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 of 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.

Modified Opinion

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, 2024 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, 2024, 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
Place: Guwahati	ICAI Membership No: 059805
Date: 11-05-2024	UDIN:24059805BKAOLC3207