Reliance Petroleum Ltd merged Auditor Reports

RELIANCE PETROLEUM LIMITED ANNUAL REPORT 2007-2008 AUDITORS REPORT To The Members of, RELIANCE PETROLEUM LIMITED 1. We have audited the attached Balance Sheet of RELIANCE PETROLEUM LIMITED as at March 31, 2008 and also the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. No Profit and Loss Account has been prepared since the Company is yet to commence its revenue operations and the necessary details as per part II of Schedule VI to the Companies Act, 1956 have been disclosed in Note no. 1 of Schedule J as Project Development Expenditure. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the Annexure referred to above, we report that: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; iii. The Balance Sheet and Cash Flow Statement dealt with by this report are in agreement with the books of account; iv. In our opinion, the Balance Sheet and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; v. On the basis of the written representations received from the Directors as on March 31, 2008 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2008; and b) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. For Chaturvedi & Shah For Deloitte Haskins & Sells Chartered Accountants Chartered Accountants Rajesh Chaturvedi P.R. Barpande Partner Partner Membership No.: 45882 Membership No.: 15291 Mumbai, April 16, 2008. Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date) (i) In respect of its fixed assets: a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification. c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected. (ii) In respect of its inventories: a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business. c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records. (iii) The Company has not granted or taken any loan secured/ unsecured to / from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company. (iv) In our opinion and according to the information and explanations given to us, there is an internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. During the financial year, the Company did not undertake any activity of sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system. (v) According to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the register required to be maintained under that section. (vi) The Company has not accepted any deposits from the public during the year. Therefore, the provisions of clause (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. (vii) In our opinion the Company has an internal audit system commensurate with the size and nature of its business. (viii) According to the information and explanations given to us, the Companys project for setting up refinery and polypropylene plant is at advance stage of construction and the Company has not commenced the commercial production and hence maintenance of cost records is not applicable during the year under audit. (ix) In respect of statutory dues a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues, to the extent applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2008 for a period of more than six months from the date they became payable; b) The disputed statutory dues aggregating to Rs. 37 04 397, that has not been deposited on account of disputed matters pending before appropriate authority is as under: Name of Nature of Amount Period to Forum the Statute Dues (in Rupees) which the where amount dispute is relates pending Customs Custom 37,04.397 2006-07 Commissioner Act, 1962 Duty of Customs (Appeals) (x) The Company has been registered for a period less than five years and hence the provisions of clause 4 (x) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. (xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions and banks. The Company has not issued any debentures. (xii) In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefits fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. (xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of investments in mutual funds and timely entries have been made therein. All the investments have been held by the Company in its own name. (xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institution. (xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans raised were prima facie been either used for the purposes for which they were raised or pending utilisation been temporarily invested in mutual funds. (xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, there are no funds raised on short term basis during the year under audit and hence the question of using the same for long term investment does not arise. (xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. (xix) According to the information and explanations given to us, the Company has not issued any debentures during the year under audit. (xx) The Company has not raised any monies by way of public issue during the year. (xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year. For Chaturvedi & Shah For Deloitte Haskins & Sells Chartered Accountants Chartered Accountants Rajesh Chaturvedi P.R. Barpande Partner Partner Membership No.: 45882 Membership No.: 15291 Mumbai, April 16, 2008. SECRETARIAL AUDITORS REPORT: To The Board of Directors of, RELIANCE PETROLEUM LIMITED I have examined the registers, records and documents of Reliance Petroleum Limited (the Company) for the financial year ended on March 31, 2008 maintained under the provisions of: * The Companies Act, 1956 and the Rules made under that Act; * The Depositories Act, 1996 and the Regulations and the Byelaws framed under that Act; * The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) * The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 * The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; and * The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 * The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made under that Act; * The Equity Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited 1) I report that, based on my examination and verification of the registers, records and documents produced to me and according to the information and explanations given to me by the Company, the Company has, in my opinion, complied with the provisions of the Companies Act, 1956 (the Act) and the Rules made under the Act, and the Memorandum and Articles of Association of the Company, with regard to: a) maintenance of statutory registers and documents and making in them necessary entries; b) closure of Register of Members; c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies; d) service of documents by the Company on its Members and Registrar of Companies. e) notice of Board meetings and Committee of Directors; f) the meetings of Directors and Committees of Directors; g) the Second annual general meeting held on July 16, 2007; h) minutes of proceedings of general meeting and of Board and other meetings; i) approvals of shareholders, the Board of Directors, the Committee of Directors wherever required; j) form of balance sheet as prescribed under Part-I of Schedule-VI to the Act; k) borrowings and registration of charges; l) investment of the Companys funds; m) contracts, common seal, registered office and publication of name of the Company; and n) generally, all other applicable provisions of the Act and the Rules made under that Act; 2) I further report that: a) the Directors of the Company have obtained Directors Identification Number as per Section 266A of the Act. b) the Directors of the Company have complied with the requirements as to disclosure of interests and concerns in contracts and arrangements, shareholdings and directorships in other companies and interests in other entities. c) the Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their independence and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel. d) there was no prosecution initiated against, or show cause notice received by, the Company and no fines or penalties were imposed on the Company under the Companies Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against the Company, its Directors and Officers. 3) I further report that the Company has complied with the provisions of the Depositories Act, 1996 and the Regulations and the Bye-laws framed there under with regard to dematerialisation / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company. 4) I further report that the Company has complied with a) the requirements under the Equity Listing Agreements entered into with Bombay Stock Exchange Limited and National Stock Exchange of India Limited b) the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 with regard to the disclosures and maintenance of records required under the Regulations. Dr. K.R. Chandratre Practising Company Secretary Certificate of Practice No. 5144 Place : Mumbai Dated : April 14, 2008.