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Auditor Report of BCL Industries Ltd.

Mar 31, 2023

Independent Auditor’s Report

TO THE MEMBERS OF
BCL INDUSTRIES LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of BCL Industries Limited (hereinafter referred to as “the Company”),
which comprise the Standalone Balance Sheet as at March 31st 2023, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statements for the year ended
March 31st 2023 , and notes to the standalone financial statements 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 (“the Act”) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act as amended, and other accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31st, 2023, its profits and total comprehensive income, changes in equity and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10)
of the Act (SAs). Our responsibilities under those SAs are further described in the Auditor''s 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters (‘KAM'') are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31st, 2023. 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.

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 audit procedures performed by us including those procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report but does not include the standalone financial statements and our auditor''s report thereon. The
Company''s annual report is expected to be made available to us after the date of this auditor''s 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 during the course of our audit or otherwise appears to be materially misstated.

When we read the Company''s annual report, if based on the work we have performed, we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under
the relevant rules and regulations.

Management and Board of Director’s Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive
income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s
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 cease operations or has no realistic alternative but
to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s 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 auditor''s 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 skepticism 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 Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to the standalone financial statements 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 the Management and Board of Directors.

• Conclude on the appropriateness of Management''s use of the going concern basis of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s 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 auditor''s 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 financial statements may be influenced. We consider quantitative
materiality and qualitative factors in:

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

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 auditor''s 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 (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11)

of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 purposes 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, 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 dealt with by this Report are in agreement
with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2)
of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

3. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and

Auditor''s) Rules, 2014, as ¬¬amended in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its Standalone
Financial Statements - (Refer Note-35) to the Standalone Financials Statements for the year ended March 31, 2023.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses.

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the
Company.

d. (i.) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned

or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in
any other persons or entities, (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”)
by or on behalf of the Company or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii.) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company
from any persons or entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall:

(a) . directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”)

by or on behalf of the Funding Party or

(b) . provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

iii. Based on such audit procedures as 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 d(i) and d(ii) contain any material mis-statement.

e. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with
Section 123 of the Act to the extent it applies to payment of dividend. As stated in Note no. 44 in the standalone Ind AS financial
statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of
the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.

f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1st April, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable

4. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors
during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not
in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
Section 197(16) of the Act which are required to be commented upon by us.

FOR AMRG & Associates

Chartered Accountants
FRN: 004453N

CA Madhu Mohan
(Partner)

Place: Bathinda, Punjab M. No. 082938

Date: May 29, 2023 UDIN: 23082938BGUISL3179


Mar 31, 2018

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone financial statements of BCL INDUSTRIES LIMITED (“the Company”),which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS financial statements”)

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and the statement of changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Actand the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the Statement of changes in equity for the year ended on that date.

OTHER MATTERS

The comparative financial information of the Company for the year ended March 31, 2017 prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements, have been audited by the predecessor auditors. The report of the predecessor auditors on the comparative financial information dated 29/05/2017 expressed an unmodified opinion.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and 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 Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act read with Companies (Indian Accounting Standards) Rules,2015, as amended;

e) On the basis of the written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11of 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 Ind AS financial statements. Refer note 33 to the standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any,on long-term contracts including derivative contracts;

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

i. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Company has a regular programme for physical verification in a phased periodic manner, which, in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to information and explanations given by the management, the title deeds/lease deeds of immovable properties included in Property, Plant and Equipment are held in the name of the Company.

ii. The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

iii. a) The Company has granted loans to parties covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations provided to us, the terms and conditions of the grant of such loans are prima facie not prejudicial to the Company’s interest.

b) The schedule of repayment of principal and payment of interest has been stipulated for the loans granted and the repayment/ receipts are regular.

c) The Principal and interest are not overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

iv. In our opinion and according to the information and explanations provided to us, provisions of section 185 and 186 of the Companies Act 2013 and in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

v. In our opinion, and according to the information and explanations provided to us, the Company has complied with the provisions of Sections 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed there under to the extent notified, with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacturing activities, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

vii. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-Tax, Sales-Tax, Goods and Services Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and Other Statutory Dues applicable to it.

b) According to the information and explanations provided to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-Tax, Service Tax, Sales-Tax, Goods and Services Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and Other Statutory Dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

viii. In our opinion and according to the information and explanations provided by the management, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks or Government.

ix. In our opinion and according to the information and explanations provided by the management, the Company has utilized the monies raised by way of debt instruments and term loans for the purposes for which they were raised

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements and according to the information and explanations provided by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

xi. According to the information and explanations provided by the management, the managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations provided by the management, the transactions with the related party are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of related party transactions have been disclosed in the financial statements ,as required by the applicable accounting standards.

xiv. According to the information and explanations provided to us, during the year company has made preferential allotment &Company has complied with the provisions of Sections 42 of Companies Act, 2013, with regard to the preferential allotment.

xv. According to the information and explanations provided by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

xvi. According to the information and explanations provided to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

We have audited the internal financial controls over financial reporting of BCL INDUSTRIES LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 the Company’s 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 Company’s internal financial controls over financial 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 as specified under Section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

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

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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 company’s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of chartered Accountants of India.

For AMRG & Associates

Chartered Accountants

FRN: 004453N

CA Rajat Mohan

Place: Bathinda (Partner)

Date: 30th May, 2018 M.No. 513103


Mar 31, 2016

To

The Members of

M/s BtL Industries & Infrastructures Limited, Bsthlnda

Report on the Financial Statements

We have audited the accompanying financial statements of BCL Industries 4 Infrastructures Umited. Bathinda ["the Company"), which comprise the balance sheet as at 31st March 2016,the statement of Profit and Loss and Cash Flow Statement for the y ear ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''The Act’) with respect to the preparation of these financial statements that give a true and f sir view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including Accounting Standards. specified U/s 133 of the Act read with Rule 7 of the Companies (Accounts) rules 2014,This responsibility includes maintenance of adequate accounting records in accordance with the provisions 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 ad equate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor^ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified U/s 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform t he audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair vie w in order to design audit procedure that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1, As required by the Companies {Auditor’s Report) Order, 2016 ("the Order") as amended, issued by the Central Government of India in terms of subsection (11) of Section 143 of the Companies Act, we give in the Annexure “A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2, As required by Section 143(3) of the Act, and companies {Audit & Auditors} Rules 2014, 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 hooks:

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report arc in agreement with the books of account;

d} In our opinionative aforesaid Financial Statements comply with the Accounting Standards specified U/s 133 of the Act, read with Rule 7 of the Companies {Accounts} Rule,2014.

e) on the basis of the written representations received from the directors as on 31st March 2016, and taken on record by the Board of Directors, none of the directors Is disqualified as on 31st March 20 >6, from being appointed as a director in terms of sub section {2] of section 164 of the Companies Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our Separate report in "Annexure S*

g) With respect to the other matters to be included in the Auditor''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 t he explanations given to us;

i) The Company does not have any pending litigations which would impact its financial position.

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

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Referred to in paragraph 1 under the heading "Report on other Legal & Regulatory Requirement'' of our report of even date to the financial statements of the Company for the year ended March 31,2016:

1)(a) The Company has maintained proper records showing full particulars including quantitative detail s and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

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

2)(a) The management has conducted the physical verification of Inventory at reasonable intervals during the year and at the year end.

(b) I n our o pi n ion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business

(c) I n our o pi n ion an d according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records

3) The company has not granted any Ions, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii(a) to iii(c) of the order are not applicable to the Company hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has compiled with the provisions of 185 and 136 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5) In our opinion and according to the information and explanation given to us, the company has accepted the deposits from the public as per directives issued by The Reserve Bank of India and the provisions of section 73 to 76 and other relevant provisions of the Companies Act and the Companies (Acceptance of Deposit) Rules, 3015 with regard to the deposits accepted from the public.

6) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under section 143(lXd1 of the Companies Act,20T3 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete

7)(a) According to the information and explanations given to us and on the basis of our examination of books of accounts and records, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value added tax,, cess to the extent applicable and any other statutory with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2016 for a period of more than six m on this from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited on account of any disputes.

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank Or debenture holders,

9)

{i) Based upon the audit procedures performed and information and explanations given to the management, the company has not raised moneys by way of initial public offer or further public offer Including debt instruments and term Loans. Accordingly the provisions of clause 3(ix) of the order are not applicable to the company and hence not commented upon,

10) Based on the audit procedures performed and the information and explanations given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

11) Based on the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4[xii} of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based on the audit procedures performed and the information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3{xiv) of the Order are not applicable to the Company hence not commented upon.

15) Based on the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with them, Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the company, hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable to the company hence not commented upon Referred to in paragraph 2, under ''Report on Other Legal and Regularity Requirement of our report of even date to the financial statements of the Company for the year ended March 31 “2016

We have audited the internal financial controls over financial reporting of SCL Industries & Infrastructures Limited as of March 31,2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over financial Reporting (the "Guidance Note"} issued by the Institute of Chartered Accountants of India. 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 Company''s 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.

AU DITOR S'' RESPO NSIBILIT Y

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. W/e conducted our audit in accordance w it h the Guidance Note and the Standards on Auditing prescribed under Section 143(10} of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of Internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained Is sufficient and appropriate to provide a basis for our audit opinion on the Company''s Internal financial controls system over financial reporting,

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes In accordance with generally accepted accounting principles, A company''s internal financial control over financial reporting includes those policies and procedures that (T-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 ate recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and payments of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not he detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our Information and according to the explanations given to us, the Company ha s, in a 11 material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 3l,20l6,based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated In the guidance Note.

For P. Mittal &Co.,

Chartered Accountants

Firm Registration No. 002564N

(Pramod Mittal) FCA

Plan: Bathinda (Pb) Proprietor

Date: 30“ May, 2016 Membership No. 081456


Mar 31, 2015

We have audited the accompanying financial statements of BCL Industries & Infrastructures Limited, Bathinda ("the Company"), which comprise the balance sheet as at 31st March 2015, the statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("The Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including Accounting Standards specified U/s 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions 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 controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

This responsibility y includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedure that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143of the Companies Act 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, and companies (Audit & Auditors) Rules 2014, 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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified U/s 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014.

e. In our opinion, there are no adverse observations and comments on the financial transactions of the matters which have adverse effect on the functioning of the Company.

f. on the basis of the written representations received from the directors as on 31st March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013.

g. In our opinion, there are no qualifications, reservation or adverse remark relating to maintenance of accounts and other matter connected therewith.

h. With respect to the other matters to be included in the Auditor'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 the explanations given to us:

i) The Company does not have any pending litigations which would impact its financial position.

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

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in our Audit Report of even date

1)(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets; (b) As explained to us all the assets have been physically verified by the management at regular interval. As informed to us no material discrepancies were noticed on such verification.

2)(a) The inventory has been physically verified during the year by management. In our opinion, the frequency of verification is reasonable

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) The company has not granted unsecured loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013 during the year and in our opinion, hence para (a) and (b) are not applicable.

4) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses has been noticed or reported.

5) In our opinion and according to the information and explanation given to us, the company has accepted deposits from public in the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under, where applicable, have been complied with.

6) We have broadly reviewed the cost records maintained by the Company prescribed under sub section (1) of section 148 of the Companies Act, 2013 for the products of the company.

7)(a) In our opinion the company is regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,

Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other Statutory Dues with the appropriate authorities. There is no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to information and explanation given to us, there are no dues on account of Income Tax or Sales Tax or Wealth Tax or Service Tax or Duty of Customs or Duty of Excise or Value Added Tax or Cess, which have not been deposited on account of any dispute.

(c) According to information and explanation given to us, there is no amount which is required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

8) The Company does not have any accumulated losses at the end of the financial year. The Company does not incurred cash losses during the financial year covered by the audit and there was no cash loss in the immediately preceding financial year.

9) According to information and explanations given to us, the company has not defaulted in repayment of any dues to a financial institution or bank or debenture holders during the year of audit.

10) In our opinion and according to information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

11) In our opinion and according to information and explanations given to us, the term loan accepted during the year has been prima facie applied for the purpose for which they have taken.

12) According to information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For P. Mittal & Co.,

Chartered Accountants

(Firm's Registration No. 002564N)



(Pramod Mittal) FCA

Place : Bathinda (Pb.) Proprietor

Date : 30th May, 2015 Membership No. 081456


Mar 31, 2014

We have audited the accompanying financial statements of BCL Industries & Infrastructure Limited, Bathinda ("the Company"), which comprise the balance sheet as at 31st March 2014, and the statement of profit and loss and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th Sept., 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India.

This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 31st March 2014;

b) In the case of the statement of profit and loss, of the profit for the year ended on that date; and

c) In the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Act, we report that:

a) we have 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 appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act, read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e) on the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub- section (I) of section 274 of the Act.

ANNEXURETO AUDITOR''S REPORT

(Referred to in Para / of the report on even date of the auditors to the members of BCL Industries & Infrastructures Limited, Bathinda on the accounts for the year ended on 31st March 2014)

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 per information and explanations given to us, the Company has a system of physical verification of all fixed assets every year and no serious discrepancy has been noticed.

c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposal during the year and the going concern status of the Company is not affected.

ii In respect of its inventories:

a) The inventory has 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 procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii a) According to the information and explanations given to us, as at the year end the company has not granted loans to persons covered under the register maintained u/s 301 of the Companies Act 1956, hence the clause b, c & d given below are not applicable to the company.

b) In our opinion, the rate of interest and other terms and conditions on which advances have been granted to the companies, firms or other parties listed in the register maintained under section 301 of the companies Act 1956 are not prima facie, prejudicial to the interest of the company.

c) The parties have repaid the principal amount as stipulated and have been regular in the payment of interest thereon.

d) There is no overdue amount of loans granted to companies, firms or any other parties covered in the register maintained under section 301 of the companies Act, 1956.

e) According to the information and explanation given to us, the company has not taken loan from companies, firms or any other parties covered in the register maintained under section 301 of the companies Act, 1956 hence the clause f & g given below are not applicable to the company.

f) In our opinion, the rate of interest and other terms & conditions on which loans have been taken from companies, firm or other parties listed in the register maintained under section 301 of the companies Act, 1956 are not, prima facie prejudicial to the interest of the company.

g) The company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest.

iv In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v a) According to the information and explanations given to us, there are no contracts and arrangements referred in Section 301 of the Companies Act, 1956 that need to be entered in the register required to be maintained under that section, hence the clause b given below are not applicable to the company.

b) In our opinion and according to the information and explanations given to us, the transactions made under pursuance of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi According to the information and explanations given to us, the Company has not accepted any deposits from public during the year.

vii In our opinion the Company has Internal Audit System, commensurate with the size and nature of its business.

viii We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209( I )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

ix a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Excise Duty, Sales Tax and Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Excise Duty, Sales Tax and Cess were in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty & Cess which have not been deposited on account of any dispute.

x The Company neither has accumulated losses at the end of the year nor has incurred any cash losses during the current year covered under the audit and in immediately preceding financial year.

xi Based on our audit procedures and according to the information and explanation given to us the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

xii According to the information and explanation given to us and based on the information available the Company has not given any loan or advances on the basis of security by the way of pledge of shares, debentures and other securities.

xiii In our opinion, the Company is not a chit fund/ nidhi/mutual benefit fund/society. Therefore, the provisions of Clause (xiii) of the paragraph 4 of the Order, 2003 are not applicable to the company.

xiv The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause of the paragraph 4 of the Order, 2003 are not applicable to the company.

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 Institutions.

xvi The Term Loans accepted during the year have been prima facie applied for the purpose for which they have been taken.

xvii According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

xviii During the year, no preferential allotment of shares has been made by the Company.

xix No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

xx During the period, the Company has not raised any money by way of public issue.

xxi According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year.

For P. Mittal & Co. Chartered Accountants

Place : Bathinda (Parmod Mittal) F.C.A. Dated : 30th May, 2014 Prop. (Membership No. 081456)


Mar 31, 2013

1. We have audited the attached Balance Sheet of M/s BCL INDUSTRIES & INFRASTRUCTURES LTD., Bathinda as at 31st March, 2013, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 mis-statement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes accessing 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 forouropinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the infHMftfJMrwMnfti explanations, which to the best of our knowledge and belief were necessary for the P''Bjfl|iytfifJ(H) 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, Statement of Profit ft Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3Q of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on March 31,2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31,2013 from being appointed as a Director in terms of clause (g) of sub section (I) 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 read together with Significant Accounting Policies and notes thereon 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 principle generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31" March 2013;

(b) in the case of Statement of Profit and Loss, of the profit for the year ended oh that date; and

(c) in the case of Cash flow Statement, of the Cash the year ended on that date.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in Para 3 of the report on even date of the auditors to the members of BCL Industries & Infrastructures Limited, Bathindo on the accounts for the year ended on 31" March.2013)

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 per information and explanations given to us, the Company has a system of physical verification of all fixed assets every year and no serious discrepancy has been noticed.

(c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposal during the year and the going concern status of the Company is not affected.

ii. In respect of its inventories:

(a) The inventory has 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 procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii.

(a) According to the information and explanations given to us, as at the year end the company has not granted loans to persons covered under the register maintained u/s 301 of the Companies Act, 1956, hence the clause b, c & d given below are not applicable to the company.

(b) In our opinion, the rate of interest and other terms and conditions on which advances have been granted to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act. 1956 are not prima facie, prejudicial to the interest of the company.

(c) The parties have repaid the principal amount as stipulated and have been regular in the payment of interest thereon.

(d) There is no overdue amount of loans granted to companies, firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(e) According to the information and explanation given to us, the company has not taken loan from companies, firms or any other parties covered in the register maintained under section 301 of the Companies Act. 1956 hence the dause f & g given below are not applicable to the company.

(f) In our opinion, the rate of interest andotherterms & conditions on which loans have been taken from companies, firm or other parties listed in the register maintained under section 301 of the companies Act, 1956 are not, prima facie prejudicial to the interest of the company.

(g) The company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest.

iv. In our opinion and according to the information i and explanations given to us, there are adequate internal control procedures commensurate with the size of die Company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v (a) According to the information and explanations given to us, there are no contracts and arrangements referred in Section 301 of the Companies Act, 1956 that need to be entered in the register required to be maintained under that section, hence the clause b given below are not applicable to the company.

(b) In our opinion and according to the information and explanations given to us, the transactions made under pursuance of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from public during the year.

vii. In our opinion the Company has Internal Audit System, commensurate with the size and nature of its business.

viii. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

ix. (a) The Company is regular in depositing. «*|ft .^ appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income Tax. Wealth Tax. Service Tax. Excise Duty, Sales Tax and Cess and other material statutory dues applicable to it

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Excise Duty, Sates Tax and Cess were in arrears, as at 31° March, 2013 for a period of more dian six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty & Cess which have not been deposited on account of any dispute.

x. The Company neither has accumulated losses at the end of the year nor has incurred any cash losses during the current year covered under the audit and in immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanation given to us the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

xii. According to the information and explanation given to us and based on the information available the Company has not given any loan or advances on the basis of security by the way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund/ nidhi/mutual benefit fund/society.

xiv. The Company is not dealing in or trading in shares, securities, debentures and other investments.

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 Institutions.

xvi. The Term Loans accepted during the year have been prima facie applied for the purpose for which they have been taken.

xvii. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment No long term funds have been used to finance short term assets except permanent working capital.

xviii. During the year, no preferential allotment of shares has been made by the Company.

xix. No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

xx. During die period, the Company has not raised any money by way of public issue.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year.

for P. Mittal & Co.,

Chartered Accountants

Place: Bathlnda, (Parmod Mittal) FCA

Dated: 30* May, 2013 Prop.

(Membership No. 08145)


Mar 31, 2012

1 We have audited the attached Balance Sheet of M/s BCL INDUSTRIES & INFRASTRUCTURES LTD., Bathinda as at 31st March, 2012, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2 We have 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 mis-statement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes accessing 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 (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1 956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4 Further to our comments in the Annexure referred to in paragraph 3 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 purpose 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, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of section 2 1 1 of the Companies Act, 1 956.

(v) On the basis of written representations received from the Directors, as on March 31,2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1 956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and notes thereon 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 principle generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 3 1sl March 2012;

b) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of Cash flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Para 3 of the report on even date of the auditors to the members of BCL Industries & Infrastructures Limited, Bathinda on the accounts for the year ended on 3 V March, 2012}

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 per information and explanations given to us, the Company has a system of physical verification of all fixed assets every year and no serious discrepancy has been noticed.

(c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposal during the year and the going concern status of the Company is not affected.

ii In respect of its inventories:

(a) The inventory has 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 procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii (a) According to the information and explanations given to us, as at the year end the company has not granted loans to persons covered under the register maintained u/s 301 of the Companies Act 1956, hence the clause b, c & d given below are not applicable to the company.

(b) In our opinion, the rate of interest and other terms and conditions on which advances have been granted to the companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 are not prima facie, prejudicial to the interest of the company.

(c) The parties have repaid the principal amount as stipulated and have been regular in the payment of interest thereon.

(d) There is no overdue amount of loans granted to companies, firms or any other parties covered in the register maintained under section 301 of the companies Act, 1956.

(e) According to the information and explanation given to us, the company has not taken loan from companies, firms or any other parties covered in the register maintained under section 301 of the companies Act, 1956 hence the clause f & g given below are not applicable to the company.

(f) In our opinion, the rate of interest and other terms & conditions on which loans have been taken from companies, firm or other parties listed in the register maintained under section 301 of the companies Act, 1956 are not, prima facie prejudicial to the interest of the company.

(g) The company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest.

iv In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v(a) According to the information and explanations given to us, there are no contracts and arrangements referred in Section 301 of the Companies Act, 1 956 that need to be entered in the register required to be maintained under that section, hence the clause b given below are not applicable to the company.

(b) In our opinion and according to the information and explanations given to us, the transactions made under pursuance of contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1 956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi According to the information and explanations given to us, the Company has not accepted any deposits from public during the year.

vii In our opinion the Company has Internal Audit System, commensurate with the size and nature of its business.

viii We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the 'e-'-al Government under Section 209(1 j(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

ix (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Excise Duty, Sales Tax and Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Excise Duty, Sales Tax and Cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty & Cess which have not been deposited on account of any dispute.

x The Company neither has accumulated losses at the end of the year nor has incurred any cash losses during the current year covered under the audit and in immediately preceding financial year.

xi Based on our audit procedures and according to the information and explanation given to us the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

xii According to the information and explanation given to us and based on the information available the Company has not given any loan or advances on the basis of security by the way of pledge of shares, debentures and other securities.

xiii In our opinion, the Company is not a chit fund/ nidhi/mutual benefit fund/society.

xiv The Company is not dealing in or trading in shares, securities, debentures and other investments.

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 Institutions.

xvi The Term Loans accepted during the year have been prima facie applied for the purpose for which they have been taken.

xvii According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

xviii During the year, no preferential allotment of shares has been made by the Company.

xix No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

xx During the period, the Company has not raised any money by way of public issue.

xxi According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year.

for P. Mittal & Co.

Chartered Accountants

Place :Bathinda, (Parmod Mittal) FCA

Dated : 14th Aug., 2012 Prop.


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. BCL Industries & Infrasture Limited, as at 31st March 2011 and the Profit & Loss Account and the Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility its to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standers generally accepted in India. Those standers require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 Companies(Auditors' Report) order 2003 issued by the Central Government of India in terms of Section 227(4-A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 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 purpose of the audit.

ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of the books.

iii) The Balance Sheet and Profit & Loss Account and Cash Flow Statement referred to in this report are in accordance with the Books of Accounts.

iv) In our opinion, the Profit and Loss Account and Cash Flow Statement and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Compan.es Act, 1956.

v) In our opinion and based on information and explanations given to us, none of the Directors is disqualified as on 31st March 2011 from being appointed as 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 gives 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 31st March, 2011;

b) In the case of Profit & Loss Account, the profit for the year ended on that date.

c)In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

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.

(b) The management of the company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of the fixed assets a reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year and the going concern status of the company is not affected.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information & explanation given to us, during the year, the Company has not granted any loan secured /unsecured to Companies, Firms or any other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion, the rate of interest & other Terms & Conditions on which advances have been granted to the Companies, Firms or other parties listed in the register maintained U/s 301 of the Compames Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) The parties have repaid the principal amount as stipulated and have been regular in the payment of interest thereon.

(d) There is no overdue amount of loans granted to Companies, Firms or any other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(e) According to the information and explanation given to us, the Company has not taken loan from Companies, Firms or any other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest & other Terms & Conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) The Company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest.

(iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements referred in Section 301 of the Companies Act, 1956 that need to be entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in presence of such contracts or arrangements have been made at prices, which are reasonable having regards to the prevailing market at the relevant time.

(vi) The Company has not accepted any deposits from the public during the year, under the provisions of Section : xA and 58AA of the Act and the Rules framed there under.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Employees Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty were in arrears, as at 31 March, 2011 for a period of more than six months from the date they became payable.

(x) The Company neither have accumulated losses at the end of the year, nor incurred cash losses during the current and the immediately proceeding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

(xii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and 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 Institutions.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the Company were prima facie applied by the Company for the purposes for which the loan was obtained.

(xvii) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) During the year under review, the company has made allotment 8000000 (Eighty Lacs) Warrants at Rs.31/- (Thirty One only) Nominal value of Rs.10/- (Ten only) each fully paid up at a premium of Rs.21/- (Twenty One only) per Warrant, on a preferential basis with a right to subscribe equal number of equity shares on conversion within a period of 18 months from the date of allotment, to the promoters and the Bodies Corporate other than promote.

(xix) No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

(xx) During the period, the Company has not raised money by Public Issue.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year.

For P. Mittal & Co,

Place: Bathinda, Chartered Accountants

Date : 24th August,2011 FCA

Prop,


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. BCL Industries & Infrastructures Limited, as at 3 1 st March, 2010 and the Profit & Loss Account and the Cash Flow statement of the company 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.

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 far our opinion.

3. As required by Companies (Auditors Report) order 2003 issued by the Central Government of India in terms of Section 227 (4-A) of the Companies Act, 1 956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 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 purpose of the audit.

ii.) In our opinion, proper books of accounts as required by law have been kept by the

company so far as it appears from our examination of the books.

iii) The Balance Sheet and Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the Books of Accounts.

iv) In our opinion, the Profit and Loss Account and Cash Flow Statement and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of Section 2 1 1 of the Companies Act, 1956.

v) In our opinion, and based on information and explanations given to us, none of the Directors is disqualified as on 3 1st March, 2010 from being appointed as Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1 956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts gives 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 31 st March, 2010

b) In the case of Profit & Loss Account, the profit for the year ended on that date.

c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

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.

(b) The management of the company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposals during the year and the going concern status of the company is not affected.

(ii) In respect of its inventories :

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(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 were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information & explanation given to us, during the year, the company has not granted any loan secured / unsecured to Companies, Firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion, the rate of interest & other Terms & Conditions on which advances have been granted to the Companies, Firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The parties have repaid the principal amount as stipulated and have been regular in the payment of interest thereon.

(d) There is no overdue amount of loans granted to Companies, Firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(e) According to the information and explanation given to us, the company has not taken loan from Companies, Firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest & other Terms & Conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) The company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v)(a) To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements referred in section 301 of the Companies Act, 1956 that need to be entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in presence of such contracts or arrangements have been made at prices, which are reasonable having regards to the prevailing market at the relevant time.

(vi) The company has not accepted any deposits from the public during the year, under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

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

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a)The company is regular in depositing with appropriate authorities undisputed statutory dues including Employees Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable.

(x) The company neither have accumulated losses at the end of the year, nor incurred cash losses during the current and the immediately proceeding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions and banks.

(xii) According to the information and explanations given to us, the company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) In our opinion and 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 Institutions.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the company were prima facie applied by the company for the purposes for which the loan was obtained.

(xvii) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii)The company has not made any preferential allotment during the year.

(xix) No debentures have been issued by the company and hence the question of creating securities in respect thereof does not arise.

(xx) During the period, the company has not raised money by Public Issue.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.



For P. Mittal & Co. Chartered Accountants

(Parmod Mittal) FCA Prop. Place : Bathinda, Date : 29th June, 2010

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