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Manali Petrochemicals Ltd.

BSE: 500268 Sector: Industrials
NSE: MANALIPETC ISIN Code: INE201A01024
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OPEN 84.40
PREVIOUS CLOSE 83.60
VOLUME 40131
52-Week high 149.50
52-Week low 76.00
P/E 6.24
Mkt Cap.(Rs cr) 1,447
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 84.40
CLOSE 83.60
VOLUME 40131
52-Week high 149.50
52-Week low 76.00
P/E 6.24
Mkt Cap.(Rs cr) 1,447
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manali Petrochemicals Ltd. (MANALIPETC) - Auditors Report

Company auditors report

TO THE MEMBERS OF MANALI PETROCHEMICALS LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements ofManali Petrochemicals Limited ("the Company") which comprise the Balance sheetas on 31st March 2022 and the statement of Profit and Loss (Including OtherComprehensive Income) the Statement of Changes in Equity and the statement of cash flowsfor the year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as on March 31 2022and its profit and its total comprehensive income its changes in equity and its cashflows 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 responsibilitiesunder those Standards are further described in the Auditor?s Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

Without qualifying the audit opinion attention is invited to

1) Note No.50(a) to the Standalone Financial Statements which explainsthe period of lease relating to the leasehold land on which one of the manufacturing unitsof the Company (Unit-II) is operating has since expired on June 30 2017 for whichrequests for renewal have been filed by the Company with Govt. of Tamil Nadu (the Lessor)and extension of lease is awaited. Pending renewal of lease no adjustments have been madein the Standalone Financial Statements for the year for any potential impact ofnon-renewal of land lease which is unascertainable at this point of time. Further themanagement is confident of obtaining the renewal of lease of land in the due course.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the Standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the below matters described to bethe key audit matters to be communicated in our Report.

Key Audit Matter Auditor?s Response
1) Revenue recognition and discounts (i) We have assessed the appropriateness of the Company?s Revenue recognition accounting policies including those relating to estimation of discounts given to its customers.
Revenue is measured net of discounts given to the customers on the Company?s sales. The estimation towards measurement of discounts given to its customers corresponding to the sales made during the year is material and is considered to be complex and judgmental. (ii) We have tested the effectiveness of the entity?s internal controls over calculation of discounts.
This is an area of significant judgement and with varying complexity depending on nature of arrangement which differs from customer to customer. (iii) We have evaluated the documentation associated with the transactions of sale including credit notes and appropriate approvals for discounts offered to customers from the samples selected to determine whether revenue was recognised net of discounts in the relevant reporting period.
Therefore there is a risk of revenue being misstated as a result of faulty estimations relating to discounts to its customers The results of our tests are satisfactory and we considered the estimate of the accrual relating to discounts and the amount of revenue recognised is found to be acceptable on comparing current year discounts accruals to the prior year and where relevant completing further inquiries and testing.
2) Evaluation of Contingent Liabilities Our audit procedures included the following:
The Company has contingent liabilities comprising claims against the company not acknowledged as debts and demands from various statutory authorities which are inherent to the normal course of their business filed by third parties former employees and statutory authorities. (i) We have evaluated and tested the procedures and controls relating to the and measurement of provisions for disputes and disclosures in relation to matters concerning the contingent liabilities;
In general the settlement of these proceedings takes a long time and involve not only discussions on the matter itself but also complex process-related aspects depending on the applicable legislation. (ii) We have considered the list of various orders/ notices/demands received with respect to various litigations from the management;
Among other things the aspects used to establish the likelihood of a loss attributed to each proceeding are subjective and the evolution of the jurisprudence over these disputes are not always uniform. (iii) Reviewed the confirmations obtained by the Company from their legal counsel / consultants on a sample basis and also discussed and analysed material legal cases with the Company?s Legal department. We have also analysed the responses obtained from the Company?s legal advisors who conduct the court cases tax and administrative proceedings in which the status of the cases and possible/expected manner of proceedings were described.
In certain litigation and regulatory matters significant judgement is required by the Management to determine if there is a present obligation under relevant accounting standard. (iv) We held discussions with the Management to understand their assessment of the quantification and likelihood of significant exposures and the provision required for specific cases;
The complex nature of the Regulations and jurisprudence make this an ongoing area of judgement and taking into consideration Management?s judgement in assessing the likelihood that the pending claim will succeed or a liability will arise time period for resolution have been a matter of significance during the audit and the exposure of each case there is a risk that such cases may not be adequately provided for or disclosed in the standalone financial statements and hence considered as a key audit matter. (v) Assessed the objectivity and competence of the Management and independence of the legal experts; and
(vi) Evaluated the Management?s assumptions and estimates relating to the recognition of the provisions for disputes and disclosures of contingent liabilities in the standalone financial statements.
(vii) Assessed the adequacy of the disclosures with regard to facts and circumstances of the legal and litigation matters.
Based on the procedures stated above we found that the criteria and assumptions adopted by Management for determining the provision for contingent liabilities as well as the information disclosed relating to contingent liabilities in the financial statements are appropriate.

Information Other than the Standalone Financial Statements andAuditor?s Report Thereon

The Company?s Board of Directors is responsible for the otherinformation. The other information comprises the information included in theCompany?s Annual Report but does not include the Standalone financial statements andour auditor?s report thereon. The above reports are expected to be made available tous after the date of the auditor?s report thus our report does not deal with mattersmentioned under other information in the Annual Report. Our opinion on the Standalonefinancial statements does not cover the other information and we do not express any formof assurance conclusion thereon.

In connection with our audit of the Standalone financial statementsour responsibility is to read the other information as identified above when madeavailable and in doing so consider whether the other information is materiallyinconsistent with the financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated. When we read the above reports if weconclude that there is a material misstatement therein we are required to communicate thematter to those charged with governance.

Management?s Responsibility for the Standalone FinancialStatements

The Company?s Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these Standalone Financial Statements that give a true and fair view ofthe financial position financial performance including Other Comprehensive Income cashflows and changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards (IND AS) specified undersection 133 of the Act read with relevant rules issued thereunder. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; the selection and application of appropriate accountingpolicies; making judgments and the estimates that are reasonable and prudent; and thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the Standalone financial statements management isresponsible for assessing the Company?s ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. The Board of Directors is alsoresponsible for overseeing the Company?s financial reporting process.

Auditor?s Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether theStandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an Auditor?s report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in aggregate they could reasonably be expected to influence the economicdecisions of users taken on the basis of these Standalone financial statements. As part ofan audit in accordance with SAs we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls with reference tofinancial statements in place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of management?s use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany?s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor?s report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor?s report. However future events or conditions may cause theCompany to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (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 financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of utmost significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor?s report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor?s 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" astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.

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

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

b) In our opinion proper books of account as required by law have beenkept 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 Statementof Changes in Equity and the Cash Flow Statement dealt with by this Report are inagreement with the books of accounts.

d) In our opinion the aforesaid standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies

(Accounts) Rules 2014.

e) On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directorsnone of the directors is disqualified as on 31 st March 2022 from beingappointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of

Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations on itsfinancial position in Note 38(i) to the Standalone financial statements.

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

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

iv. (a) The management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever ("Ultimate

Beneficiaries") by or on behalf of the

Company or provide any guarantee security or the like on behalf of theUltimate Beneficiaries. b) T he management has represented that to the best of itsknowledge and belief no funds have been received by the Company from any persons orentities including foreign entities ("Funding Parties") with theunderstanding whether recorded in writing or otherwise that the Company shall directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever ("Ultimate

Beneficiaries") by or on behalf of the Funding Party or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries

(c) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the management representations received under subclause (iv)(a) and (iv)(b)contain any material misstatement.

v. The dividend proposed declared and paid by the Company during theyear is in accordance with provisions of Section 123 of the Act.

3. With respect to the matter to be included in the Auditors?report under Section 197(16): In our opinion and to the best of our information andaccording to the explanations given to us the remuneration paid by the Company to itsdirectors during the year is in accordance with the provisions of section 197 of the Act.The remuneration paid to directors is not in excess of the limit laid down under section197(16) which are required to be commented upon by us.

For Brahmayya & Co.
Chartered Accountants
FRN: 000511S
N Sri Krishna
Partner
Place: Chennai Membership No: 026575
Date: May 24 2022 UDIN: 22026575AJNFTL7360

ANNEXURE ‘A? TO THE INDEPENDENT AUDITORS? REPORT

The Annexure referred to in Independent Auditors? Report to theMembers of Manali Petrochemicals Limited on the

Standalone Financial Statements for the year ended March 31 2022 i. Inrespect of company?s Property Plant and Equipment and Intangible Assets:

a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company does not have any Intangible Assets for the year ended31.03.2022.

b) According to the information and explanations given to us and on thebasis of our examination of records of the company the Company has a regular programme ofphysical verification of its property Plant and Equipment by which all Property Plantand Equipment are verified in a phased manner over a period of three years. In accordancewith the programme certain Property Plant and Equipment were physically the Managementduring the year and this periodicity of physical verification is reasonable having regardto the size of the Company and the nature of its assets. In our opinion and according tothe information and explanations given to us no material discrepancies were noticed onsuch verification.

c) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records of the Company the titledeeds of immovable properties (other than immovable properties where the Company is thelessee and the lease agreements are duly executed in favour of the lessee) as disclosed inthe standalone financial statements are held in the name of the Company.

d) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not revalued itsProperty Plant and Equipment (including Right of Use assets) or intangible assets or bothduring the year.

e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

ii. (a) According to information and explanations given to us and onthe basis of our examination of the records of the Company the inventories werephysically verified during the year. In our opinion the frequency of such verification isreasonable and procedures and coverage as followed by management were appropriate. Nodiscrepancies were noticed on verification between the physical stocks and the bookrecords that were more than 10% in the aggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has beensanctioned working capital limits in excess of five crore rupees in aggregate from banksor financial institutions on the basis of security of current assets. In our opinion thequarterly returns or statements filed by the Company with such banks or financialinstitutions are in agreement with the books of account of the Company. iii. a) (A) TheCompany has not granted any loans or provided advances in the nature of loans or stoodguarantee or provided security to its subsidiaries and associates during the year.Accordingly reporting under clause 3(iii)(a)(A) of the Order is not applicable.

(B) The Company has only granted unsecured loans or advances in thenature of staff advances as specified below:

Loans to employees Amount (` in lakh)
Aggregate amount granted during the year 6.83
Balance outstanding as on March 31 2022 (includes balances 6.76
of loans given in the earlier years)

b) The terms and conditions of the grant of loans or advances in thenature of loans as referred to a(B) above are not prima facie prejudicial to theinterest of the Company.

c) In respect of loans or advances in the nature of loans granted bythe Company the schedule of repayment of principal has been stipulated and the repaymentsare generally regular.

d) According to the information and explanations given to us and on thebasis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given as reported in para iii a(B) above.

e) According to the information and explanations given to us and on thebasis of our examination of the records of the Company there is no loan or advance in thenature of loan granted falling due during the year which has been renewed or extended orfresh loans granted to settle the over dues of existing loans given to same parties.

f) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not granted anyloans or advances in the nature of loans either repayable on demand or without specifyingany terms or period of repayment.

iv. In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records of the Company in respectof grant of loans making investments and providing guarantees and securities the Companyhas complied with the provisions of Sections 185 and 186 of the Companies Act 2013 asapplicable.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits or amounts which are deemed to bedeposits from the public during the year in terms of the provisions of Sections 73 to 76or any other relevant provisions of the Act and the rules framed there under. According tothe information and explanations given to us no order has been passed by the Company LawBoard or National Company Law Tribunal or Reserve Bank of India or any Court or any otherTribunal.

vi. We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for maintenance of costrecords under Section 148(1) of the Act in respect of its manufactured goods and servicesprovided by it and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. However we have not carried out a detailedexamination of the records with a view to determine whether these are accurate orcomplete.

vii. According to the information and explanations given to us inrespect of statutory dues:

a) on the basis of our examination of the records of the Company inrespect of undisputed statutory dues including Provident Fund Employees? StateInsurance Income-Tax Sales-Tax Service Tax Duty of Custom Duty of Excise Value AddedTax Goods and Services Tax Cess and other material statutory dues have generally beenregularly deposited with the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of Provident FundEmployees? State Insurance Income-Tax Sales-Tax Service Tax Duty of Customs Dutyof Excise Value Added Tax Goods and Services Tax Cess and other material statutory dueswere in arrears as at 31 March 2022 for a period of more than six months from the datethey became payable.

b) According to the information and explanations given to us and on thebasis of our examination of the records of the Company details of dues of Provident FundEmployees? State Insurance Income-Tax Sales-Tax Service Tax Duty of Customs Dutyof Excise Value Added Tax Goods and Services Tax Cess and other material statutory dueswhich have not been deposited as on 31 March 2022 on account of disputes are given below:

Name of the Statute Nature of dues Forum where the dispute is pending Period to which the amount relates Amount Involved Amount Unpaid
Central Excise Act 1944 Excise Duty High Court of Madras 2007-08 53.39
Customs Tariff Act 1962 Customs Duty Customs Excise and Service Tax Appellate Tribunal Various Years 383.08 354.35
Finance Act1994 Service Tax Customs Excise and Service Tax Various Years 6.80 6.80
Appellate Tribunal
TN Sales Tax Appellate Tribunal 2000-01 10.74 10.74
TN Sales Tax Appellate Tribunal 2007-08 6.06 6.06
TNVAT & CST Acts Sales Tax Chennai
TN Sales Tax Appellate Tribunal Chennai 2008-09 10.76 10.76
Commissioner of Income Tax Assessment Year
(Appeals) 2008-09 518.45 488.45
2009-10 3.12 -
Income Tax Act1961 Income Tax Deputy Commissioner of Income Tax (LTU) 2010-11 176.88 106.88
Commissioner of Income Tax (Appeals) 2010-11 29.13 29.13
Commissioner of Income Tax (Appeals) 2011-12 344.84 -
Commissioner of Income Tax (Appeals) 2012-13 476.90 381.10
ITAT 2013-14 30.46 30.46
Commissioner of Income Tax 2014-15 78.08 66.37
Income Tax Act1961 Income Tax (Appeals)
Commissioner of Income Tax (Appeals) 2015-16 108.22 86.58
Commissioner of Income Tax (Appeals) 2016-17 232.14 232.14
Commissioner of Income Tax (Appeals) 2017-18 42.35 42.35
Total 2511.40 1852.17

viii. According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.ix. (a) According to the information and explanation given to us the company does nothave any inter-corporate deposits / loans. In respect of other loans according to theinformation and explanations given to us and on the basis of our examination of therecords of the Company the Company has not defaulted in repayment of borrowings or in thepayment of interest thereon to any lender.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a wilful defaulter by any bank or financial institution or government orgovernment authority

(c) In our opinion and according to the information and explanationsgiven to us by the management the company has not availed any term loans during the year.

(d) According to the information and explanations given to us and on anoverall examination of the Balance sheet of the company as at 31.03.2022 we report thatno funds raised on short-term basis have been used for long-term purposes.

(e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries as defined under the Act. The company does not have anyassociate or joint venture.

(f) According to the information and explanations given to us andprocedures performed by us the Company has not raised any loans during the year on thepledge of securities held in its subsidiary companies. The company does not have anyassociate or joint venture. x. (a) According to the information and explanations given tous and on the basis of our examination of the records of the Company the Company has notraised moneys by way of initial public offer or further public offer (including debtinstruments). Accordingly clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable xi.(a) On the basis of books and records of the Company examined by us and according to theinformation and explanations given to us we report that no material fraud by the Companyor any fraud on the Company has been noticed or reported during the year in the course ofour audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Act has been filed by the auditors inForm ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014with the Central Government.

(c) As represented to us by the management there are no whistle blowercomplaints received by the company during the year. xii. According to the information andexplanations given to us the Company is not a Nidhi company. Accordingly clause 3(xii)of the Order is not applicable to the Company. xiii. According to the information andexplanations given to us and based on our examination of the records of the

Company transactions with the related parties are in compliance withSections 177 and 188 of the Act where applicable and details of such transactions havebeen disclosed as related party transactions in the Standalone Financial Statements asrequired by the applicable Accounting Standards. xiv. (a) Based on information andexplanations provided to us and our audit procedures in our opinion the Company has aninternal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

xv. In our opinion and according to the information and explanationsgiven to us the Company has not entered into non-cash transactions with directors orpersons connected with them and hence the provisions of the section 192 of the Act are notapplicable to the company.

xvi. (a) The Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Orderis not applicable to the Company

(b) The Company has not conducted any Non-banking Financial or HousingFinance activities during the year. Accordingly clause 3(xvi)(b) of the Order is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) According to the information and explanations provided to us theGroup (as per the provisions of the Core Investment Companies (Reserve Bank) Directions2016) does not have any CIC as part of the Group. Accordingly clause 3(xvi)(d) of theOrder is not applicable. xvii. The Company has not incurred cash losses in the currentfinancial year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable. xix. According tothe information and explanations given to us and on the basis of the financial ratiosageing and expected dates of realization of financial assets and payment of financial thestandalone financial statements our knowledge of the Board of Directors and managementplans and based on our examination of the evidence supporting the assumptions nothing hascome to our attention which causes us to believe that any material uncertainty exists ason the date of the audit report that the Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

xx. (a) According to the information and explanations given to usthere is no unspent amount in respect of "other than ongoing projects" that hasto be transferred to a Fund specified in Schedule VII to the Companies Act within a periodof six months of the expiry of the financial year in compliance sub-section (5) of section135 of the Act.

(b) According to the information and explanations given to us thecompany has transferred unspent amount in respect of ongoing projects to a special accountwithin a period of thirty daysfromtheendofthefinancial year in compliance with section135(6) of the Act.

For Brahmayya & Co.
Chartered Accountants
FRN: 000511S
N Sri Krishna
Partner
Place: Chennai Membership No: 026575
Date: May 24 2022 UDIN: 22026575AJNFTL7360

ANNEXURE - B TO THE INDEPENDENT AUDITORS? REPORT

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

In conjunction with our audit of the Standalone Financial

Statements of the Company as of and for the year ended

March 31 2022 we have audited the internal financial controls overfinancial reporting of Manali Petrochemicals Limited ("the Company") as of thatdate.

Management?s Responsibility for Internal Financial Controls

The Company?s Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the

Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI?).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company?s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company?sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting were established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor?s judgement including the assessment of the risks of materialmisstatement of the Standalone Financial Statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company?s internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of Financial Statements for external purposes in accordancewith generally accepted accounting principles. A company?s internal financial controlover financial reporting includes those policies and procedures that (1) Pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) Provide reasonableassurance that transactions are recorded as necessary to permit preparation of FinancialStatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) Provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany?s assets that could have a material effect on the

Financial Statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to theexplanation given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Brahmayya & Co.
Chartered Accountants
FRN: 000511S
N Sri Krishna
Partner
Place: Chennai Membership No: 026575
Date: May 24 2022 UDIN: 22026575AJNFTL7360

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