mangalore refinery and petrochemicals ltd Auditors report

To The Members of

Mangalore Refinery and Petrochemicals Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of MANGALORE REFINERY AND PETROCHEMICALS LIMITED ("the Company"),which comprises the Standalone Balance Sheet as at 31^st March 2023, and the Standalone Statement of Profit and Loss, (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash flow for the year then ended, and notes to the Standalone Financial statement, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

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 (‘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 (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and the relevant rules issued thereunder, of the state of affairs of the Company as at 31^st March 2023, and its profit (including other comprehensive loss), changes in equity and cash flows for the year ended on that date.

Basis for 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 standalone financial statements section of our report. We are independent of the company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together 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 made there under, and we have fulfilled our other 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 on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our Professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

The Key Audit Matters	How the matter was addressed in our audit
Contingent Liabilities related to claims against the company/Disputed demands	Our audit procedure included, but was not limited to the following :
(Refer Note No 45 of accompanying Standalone Financial statements)	• Obtained an understanding of the management process for:
There are several claims and litigations pending before various forums against the company which have not been acknowledged as debt by the company and are disclosed as contingent Liabilities.	? Controls and identification of legal actions initiated in respect of claims and disputed amount against the Company
Whether a liability is recognised or disclosed as a contingent liability in the financial statements is inherently judgmental and dependent on a number of significant assumptions and assessments. The eventual outcome of these legal proceedings is dependent on the outcome of future events and unexpected adverse outcomes could significantly impact the Companys reported profits and balance sheet position.	? Assessment of accounting treatment for each such litigation identified under Ind AS 37 and
Considering the degree of management judgement in interpreting the various cases, including accounting estimates that involves high estimation uncertainty in relation to the exposure arising out the claims against the company/disputed demand, this matter has been identified as a key audit matter for the current year audit.	? Measurement of amounts involved.
	• Obtained an understanding of the nature of litigations pending against the Company and discussed the developments during the year for key litigations with the management and respective legal department of the company.
	• Assessed managements conclusions through understanding precedents set in similar cases standards
	• Evaluated the adequacy and completeness of disclosures made for their appropriateness in accordance with the applicable accounting
Recognition and Measurement Deferred Tax Assets
(Refer Note No 25 of accompanying Standalone Financial statements)	Our audit procedure included, but was not limited to the following :
As per IND AS 12, Deferred Tax Assets are the amount of income tax recoverable in future periods in respect of (a) deductible temporary differences (b) the carry forward of unused tax losses and (c) the carry forward of unused tax credits	• Considered the companys past and current years taxable profits, taxes paid, obtained details of carry forward losses under income tax and details of estimates of future taxable profits.
A deferred tax asset shall be recognised for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised	• Tested the period over which the deferred tax assets on such unused tax losses and unused tax credits would be recovered against future taxable income.
Determination of probable future taxable profit is a matter of judgment based on convincing evidence. Considering the managements involvement in estimation and judgment of determining the future taxable profits which have a degree of uncertainty, this matter has been determined as a key audit matter.	• Tested the managements under lying assumptions and judgments in estimating the probable future taxable profits and the existence of sufficient taxable temporary difference against which the unused tax losses or unused tax credits can be utilised by the company
	• Assessed the adequacy and appropriateness of the disclosures in the Standalone financial statements.
Property, plant and equipment
(Refer Note No 5 of accompanying Standalone Financial Statements)	Our audit procedure included but was not limited to the following :
During the year the company has incurred capital expenditure on various property, Plant and Equipment including the capitalisation of work in progress based on its readiness for intended use as determined by the management. The estimates of useful lives and residual value of Property, Plant and Equipment is a significant area which involves management judgement, technical assessment, consideration of historical experience, anticipated technical changes etc.	• Assessed the nature of additions made to PPE and capitalisation of capital work in progress on a test check basis to test whether they meet the recognition criteria as per Ind-AS 16 - Property, Plant and Equipment, including its readiness for intended use as determined by the management.
Considering the materiality in the context of the balance sheet of the company and the level management judgement and estimates required, the above matter has been determined as a key audit matter	• Understood, evaluated and tested the design and operating effectiveness of key controls relating capitalisation of various cost incurred.
	• Reviewed the judgement and assessment of the management including the nature of underlying cost capitalised, determination of realisable value of the assets, appropriateness of assets lives applied in the calculation of depreciation
	• Test checked the depreciation calculation
	• Observed that the management has regularly reviewed the judgements and estimation.
	• Assessed the adequacy and appropriateness of the disclosures in the standalone financial statements.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Board Report including Annexure to Boards Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon. The above referred information is expected to be made available to us after the date of this auditors report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the information, If, we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulation.

Responsibilities of Management and those charged with governance for the Standalone Financial Statements

The Companys Board of Directors are responsible for the matters stated in section 134(5) of the 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, total comprehensive income, changes in equity and Cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to ceases operations, or has no realistic alternative but to do so.

Those Board of Directors are responsible for overseeing the companys financial reporting process.

Auditors Responsibilities for the audit of the Standalone Financial Statements

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

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

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

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing an opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. 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 the paragraph 3 and 4 of the order, to the extent applicable.

2. Based on the verification of Records of the Company and based on information and explanations given to us, we give here below a report on the Directions issued by the Comptroller and Auditor General of India in terms of Section 143 (5) of the Act: a. The company process all the accounting transactions through IT system, named SAP. Based on the audit procedures carried out and as per the information and explanations given to us, there were no accounting transactions processed outside the IT system for the year ended 31^st March, 2023 and consequently, no financial implications arise to impact the integrity of accounts.

b. Based on the audit procedures carried out and as per the information and explanations given to us, there is no restructuring of an existing loan or cases of waiver/write off of debt/loans/interest etc. made by lender to the company due to the companys inability to repay the loan.

c. Based on the audit procedures carried out and as per the information and explanations given to us, Government grants in the form of interest free loans received from the State Government have been properly accounted and utilised as per the terms and conditions.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 standalone Balance Sheet, standalone Statement of Profit and Loss (including other comprehensive income ), the standalone statement of Cash Flows and the standalone 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 financial statements comply with Indian Accounting Standards specified under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

e) As per Notification No. GSR 463(E) of the Ministry of Corporate Affairs dated 05-06-2015, disqualification of directors stated under Section 164(2) of the Act is not applicable to the Company, since it is a Government Company.

f) With respect to the adequacy of the internal financial controls with reference to financial statement of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".

g) As per Notification No GSR 463 (E) of Ministry of Corporate Affairs dated 05-06-2015, provisions of Section 197 of the Act as regards managerial remuneration are not applicable to the company since it is a Government Company and

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note No 45 to the Standalone 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.

(iv)

a. The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note 48.11 to the standalone financial statements, 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(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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, as disclosed in the note 48.12 to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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

c. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contain any material mis-statement. And

(v) During the year the Company has not declared or paid any dividend.

For SANKAR & MOORTHY	For RAM RAJ & CO
Chartered Accountants	Chartered Accountants
Firm Registration Number: 003575S	LIGN=LEFT>Firm Registration Number: 002839S
Sd/-	Sd/-
CA V C JAMES	CA VARUN PULIPATI
Partner	Partner
Membership no: 022565	Membership no: 256880
Place : Ernakulam	Place : Bangalore
Date : 28/04/2023	Date : 28/04/2023
UDIN : 23022565BGRLIK2710	UDIN :23256880BGYVDC6498

"ANNEXURE - A" TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our Report of even date to the members of M/S MANGALORE REFINERY AND PETROCHEMICALS LIMITED on the accounts of the Company for the year ended 31^st March, 2023]

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

i) In respect of the Companys Property, Plant and Equipment and intangible assets;

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and intangible assets.

b. As per information and explanations given to us and the records of the company examined by us, all the Property, Plant and Equipment have not been physically verified by the management during the year, however, there is a regular programme of verification, which, in our opinion is reasonable having regard to the size of the Company and nature of its assets. As per the reports submitted by the Company, no material discrepancies have been noticed on such verification.

c. According to the information and explanation given to us and the records of the company examined by us, the title deeds of immovable properties are held in the name of the company except In respect of immovable properties taken on lease and disclosed as right-of-use-assets in the standalone financial statements, the formal lease agreements/ title deeds for lands amounting to A 1,869.06 million (Previous Year A 1,754.94 million) are yet to be executed (Refer Note no. 6.2 and 48.1 to the standalone financial statements).

d. The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.

e. According to the information made available by the management, the Company do not hold any benami property nor carried out any benami transaction under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

ii)a. According to the information made available and based on the records examined by us, the Company is conducting physical verification of inventories at reasonable intervals. The coverage and procedure of such verification by the management in our opinion, is appropriate having regard to the size of the company and nature of its business. As per the reports made available there are no discrepancies of 10% or more in aggregate for each class of Inventory have been noticed on such verification by the company.

b. The Company is enjoying working capital limits in the form of cash credits in excess of A 5 Crores in aggregate from Banks and Financial Institutions.

On our verification it is observed that the quarterly returns filed by the company during the year to the Banks / Financial Institution are in agreement with the book of accounts maintained by the company (Refer Note no 48.4 to the stand alone financial statements).

iii) During the year the Company has made investments in companies. The company has not provided any guarantee or security or granted any loans or advances in the nature of Loans, secured or unsecured to companies, firms, limited liability partnerships or any other parties. Therefore, the reporting under clauses 3(iii)(a), (iii)(c), (iii)(d), (iii)(e) and (iii)(f) of the Order are not applicable to the Company.

According to information and explanations given to us and as per our verification of records of the Company, in respect of the investments referred in clause 3(iii)(b) of the order, the terms and conditions under which investments were made are not prejudicial to the Companys interest. (Refer Note No. 11 to the Standalone financial Statements).

iv) According to the information and explanations given to us, in respect of loans, investments, guarantees, and security, the Company has complied with provisions of Sections 185 and Section 186 of the Companies Act, 2013.

v) According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder. Hence, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the company.

vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Subsection (1) of Section 148 of the Companies Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

However, we have not made a detailed examination of the records.

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 including Provident Fund, Income Tax, Goods and Services Tax, Sales Tax, Duty of Excise and other statutory dues applicable to it during the year with appropriate authorities.

Further we report that, there were no undisputed amounts payable in respect of Provident Fund, Income Tax, Goods and Service Tax, Sales Tax, Duty of Excise and other statutory dues outstanding as at 31^st March, 2023 for a period of more than six months from the date they became payable.

b. According to information and explanations given to us and as per our verification of records of the Company, the statutory dues referred to in sub-clause (a) above which have not been deposited with the appropriate authorities as at 31^st March, 2023 on account of disputes are given below.

(Amount in A Millions)

NAME OF THE STATUTE	NATURE OF THE DUES	TOTAL DEMAND	TOTAL TAX PAID UNDER PROTEST/ ADJUSTED	AMOUNT NOT DEPOSITED	PERIOD (FINANCIAL YEAR)	FORUM WHERE THE DISPUTE IS PENDING
Income Tax Act, 1961	Income Tax / Interest / Penalty	45.54	9.00	36.54	2013-14	Income Tax Appellate Tribunal, Mumbai
Direct Tax Vivad Se Vishwas Act, 2020	Income Tax / Interest / Penalty	49.98	-	49.98	2007-08	Writ Petition filed before Karnataka High Court and matter decided in favour of MRPL. Order giving effect and revised form-3 is awaited
Income Tax Act, 1961	Income Tax / Interest	0.86	-	0.86	2021-22	Centralized Processing Center –Income Tax Department
Central Excise Act & Service Tax1944	Central Excise Duty / Service Tax / Interest / Penalty	11077.05	185.89	10891.16	2002-03 to 2016-17	CESTAT
The Customs Act, 1962	Custom Duty / Interest / Penalty	967.44	379.40	588.04	1997-2000 & 2015-17	CESTAT -Bangalore
		71.90	-	71.90	1997-2000	Supreme Court
		6168.37	2125.25	4043.12	2015-2017	CESTAT
The Karnataka	Tax/ Interest/ Penalty	4,341.60	4,341.60	-	1999-00 to 2009-10	Karnataka Appellate Tribunal
Sales tax Act,1957/ Central Sales Act, 1956		34.97	22.66	12.31	2003-04	Gujarat Value Added Tax Tribunal

viii) On our verification and based on the information made available to us, there are no instances of non-recording of transactions in the books of accounts that have been surrendered/ disclosed as income during the year for tax assessment under Income Tax Act, 1961.

ix)

a. As per the information made available and based on our verification we report that, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

b. As per the record made available and explanations provided to us, the company has not been declared wilful defaulter by any bank or financial institution or other lender.

c. On an overall examination of the financial statement of the Company, Term loans obtained by the Company have been fully applied for the purpose for which the loan were obtained.

d. On an overall examination of the financial statement of the Company, funds raised on short term basis have, prima facie, not been used during the year for long-term purposes by the Company.

e. On an overall examination of the financial statement of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligation of its subsidiaries, associates or joint ventures.

f. As per the record made available and explanations provided to us, 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 moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3 (x)(a) of the Order is not applicable.

b. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

xi)a. As per the information and explanation provided, no fraud by the company or any fraud on the company has been noticed or reported during the year.

b. No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

c. To the best of our knowledge and according to the information and explanations given to us, certain whistle-blower complaints have been received by the Company during the year and the same has been considered by us for the purposes of our audit and reporting.

xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the Order are 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 Companies Act. The details of such related party transactions have been disclosed in the financial statements as required by applicable accounting standards.

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

b. While framing this report we have considered the reports of the internal auditor issued to the Company during the year and till date.

xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with the directors during the year. Hence, the provisions of Sec 192 of the Companies Act are not applicable to the Company.

xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Also the company has not conducted any Non-Banking Financial or Housing financial activities without a valid Certificate of Registration (CoR).

Accordingly, reporting under clause (xvi) of paragraph 3 of the Order are not applicable to the company. xvii) The company has not incurred cash losses either in the preceding previous year or in the current year. xviii) There has been no resignation of the statutory auditors of the Company during the year. xix) On the basis of analysis of information relating to financial ratios, ageing and expected dates of realisation of financial assets and payment of liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and Management plan and based on our examination, evidence and supporting assumptions, we are of the opinion that no material uncertainty exist on the date of audit report and the company is capable of meeting its existing liabilities at the date Balance Sheet as and when they fall due within one year from the date of Balance Sheet.

xx)a. As per the information and explanation provided and based on our verification of records there was no unspent amount towards Corporate Social Responsibility (CSR) other than ongoing projects.

Accordingly, reporting under clause 3 (xx)(a) of the Order is not applicable for the year.

b. In respect of ongoing projects, the Company has transferred the unspent Corporate Social Responsibility (CSR) amount as at the end of the previous financial year, to a Special account as specified under Section 135(6) of the Companies Act within the time limit.

For SANKAR & MOORTHY	For RAM RAJ & CO
Chartered Accountants	Chartered Accountants
Firm Registration Number: 003575S	Firm Registration Number: 002839S
Sd/-	Sd/-
CA V C JAMES	CA VARUN PULIPATI
Partner	Partner
Membership no: 022565	Membership no: 256880
Place : Ernakulam	Place : Bangalore
Date : 28/04/2023	Date : 28/04/2023

"ANNEXURE B" TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 3(f) under the heading "report on other legal and regulatory requirements" of our independent auditors report of even date on the standalone financial statements of MANGALORE REFINERY AND PETROCHEMICALS LIMITED for the year ended 31^st march 2023]

Report on the Internal Financial Controls with reference to these Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial control system with reference to standalone financial statements reporting of MANGALORE REFINERY AND PETROCHEMICALS LIMITED ("the Company") as of 31st March 2023 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 system with reference to the standalone financial statements 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 with reference to Standalone financial Statements. 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 system with reference to these standalone financial statements 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 with reference to these standalone financial statements reporting and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to the standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to these standalone financial statements.

Meaning of Internal Financial Controls with reference to these Standalone Financial Statements

A companys internal financial control system with reference to these standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financial statements reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial control system with reference to the standalone financial statements, 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 with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls system with reference to standalone financial statements 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls systems with reference to these standalone financial statements and such internal financial controls system with reference to these standalone financial statements were operating effectively as at 31 March 2023, based on the internal control with reference to these standalone financial statements 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 SANKAR & MOORTHY	For RAM RAJ & CO
Chartered Accountants	Chartered Accountants
Firm Registration Number: 003575S	Firm Registration Number: 002839S
Sd/-
	Sd/-
CA V C JAMES	CA VARUN PULIPATI
Partner	Partner
Membership no: 022565	Membership no: 256880
Place : Ernakulam	Place : Bangalore
Date : 28/04/2023	Date : 28/04/2023