BCL FORGINGS LIMITED
ANNUAL REPORT 2010-2011
To the Members,
BCL Forgings Limited
1. We have audited the attached Balance Sheet of BCL FORGINGS LIMITED as of
31st March, 2011, the Profit and 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 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 misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures
in die financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the management
as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion. .
3. Attention of the members is drawn to Note C1 of Schedule is of the
audited accounts regarding the reasons for preparing the accounts by
applying the principal of going concern assumption,
4. In our opinion, after taking into consideration the effect of unprovided
liability/losses/expenses referred to in Para 6(g) here below, the Company
has become a 'Sick Industrial Company' within the meaning of Section
3(l)(o) of the Sick Industrial Companies(Special Provisions) Act, 1985.
5. As required by the Companies (Auditor's Report) Order, 2003 issued by
the Company Law Board in terms of Section 227(4A) of the Companies Act,
1956 and on the basis of such checks as considered necessary and as per the
information and explanations given to us, we
* enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order:
6. Further to our comments in the Annexure referred to in' paragraph 5
above, 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 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 except that the Company has not provided for tire estimated gratuity
liability of Rs.2,13,31,769/- and estimated leave salary of Rs.1,019,514/-
as of 31st March 2007 as also the incremental liability of leave salary
thereafter as the amount whereof is not ascertainable in view of the
actuarial valuation of the liability of leave salary as of 31st March 2011
having not been done. (Refer Note No. 18.C 3(a)&(b)J;
c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are, in agreement with the books of
d) In our opinion, the Balance Sheet, the Profit and Loss Account and the
Cash Flow-Statement dealt with by this report comply with the Accounting
Standards referred to in Section 211 (3C) of the Companies Act, 1956,
except for non provision of retirement benefits in respect of gratuity and
leave salary as also non-disclosure of information in respect thereof as
required by Accounting Standard 15> (AS -15) 'Employee Benefits' [Refer
Note No. 18.C.2(a) & (b)J and computing Earnings Per Share 'without
considering un-provided liabilities/losses/expenses though required by
Accounting Standard 20 'Earnings Per Share' (AS -20) (Refer Note No. 18.
e) We have not received any representation from the Directors of the
Company confirmation that they are not disqualified from being appointed as
directors of the Company under clause (g) of sub-section (1) of section 274
of the Companies Act, 1956. In view of the same, we are Unable to express
our opinion in respect thereof.
f) Attention of the Members of the Company is drawn to Note N0.I8.C 7
regarding non-payment of the Cumulative Dividend of Rs. 14,297,918 in
respect of 6% Cumulative Convertible Preference Shares up to the date of
their conversion into equity shares, as the management is of the view that
the same is not payable as not declared.
g) Attention of the Members is drawn to the following Notes as referred to
in Part C of Schedule 18:
(i) Note No. 2(g) regarding contingent liability for saving of custom duty
of Rs. 1,07,65,944/- which can devolve on the Company in the event of non
fulfillment of export obligation as we are unable to express our opinion on
account in absence of export orders.
(ii) Note No. 3(a) and 3(b) regarding non-provision of the estimated
gratuity of Rs.2,13,31,769 as of 31st March 2011 and estimated leave salary
of Rs. 10,19,514/- as of 31st March 2007 as also the incremental liability
of leave salary there after, as the amount whereof is not ascertainable in
the view of the actuarial valuation of the liability of leave salary as on
31st March 2011 having not been done;
(Hi) Note No. 10 regarding pending ascertainment by the management of the
Company whether there is any need to provide for obsolescence/ impairment
in respect of unmoved inventory of stores, spare parts and dye blocks.
(iv) Note No. 11 regarding non-provision of debts considered doubtful for
recovery aggregating to Rs.2,36,49,749/- in view of the Company's efforts
to recover them by taking appropriate legal steps and/or personal follow up
(v) Note No. 12 regarding the opinion expressed by the management of the
Company as regards the recoverability of the amount of Rs.63,266,282/- due
from Messers. Investwell in respect of Which 'we are unable to express our
opinion in absence of confirmation from Hie said party and other
(vi) Note No. 13 regarding non-provision of fees payable by the Company
to Prathamesh Investments & Trading Private Limited in connection with the
services rendered by it in relation to the preferential issue of shares and
warrants by the Company in earlier period(s) in view of the Management's
decision to charge the fees as and when determined to the Share Premium
Account in accordance with the provisions of Section 79 of the Companies
(vii) Note No. 14 regarding tire following transactions with Business
Combine Limited (BCL) which are subject to reconciliation & confirmation.
(a) Interest of Rs.1,86,57,778/- for tin: previous financial year covered
by our report charged to B CI, in respect of the outstanding balances
recoverable from it ;
(b) Labour charges of Rs. 62,94,400/- credited by the Company to BCL
towards products manufactured by them; and
(c) Debit notes issued by the Company for rejection(s) as well as
reimbursement of expenses for and up to years ended 31s' March, 2011.
Consequently, the above transactions on account of subject to being
disputed are subject to adjustment, finalisation/settlement in the year in
which, the same are concluded.
Further, we are unable to express our opinion regarding the opinion
expressed by the management of the Company as regards the recoverability of
dues of Rs. 7,04,68,215/-from BCL.
(viii) Note No. 15 regarding advances of Rs.1,07,87,214 paid to suppliers
which are subject to reconciliation and necessary adjustment entries upon
(ix) , Note No.' 16 regarding reconciliation /confirmation of balances of
Sundry Debtors, Loans and Advances and Sundry Creditors. .
(x) Note No. 17 regarding rion disclosure of vendors status under the
Micro, Small and Medium Enterprises Act, 2006 as also tire non-provision of
interest payable ,if any, to tire said vendors in accordance with the
provisions of the said Act;
(xi) Note No.18 regarding non-provision of disputed income tax demand of
earlier years ' Rs.64,96,611/-.
(xii) Note No. 19 regarding audit committee constituted under section 292.A
of the Companies Act,1956.
(xiii) The consequential effects on loss for tire year and on the provision
as well as on the balance in the Profit and Loss Account as stated in the
accounts to the extent of Rs.2,88,47,894/- on account of Para Nos. (ii) and
(xiv) The consequential effects on loss for tire year and on tire assets
and liabilities as well as on tire balance in tire Profit and Loss Account
and tire Share Premium Account as stated in the accounts on account of Para
Nos (i), (ii) to (x), the effects 'whereof are not possible to be
h) In our opinion and to the best of our information and according to the
explanations given to us, the said accounts, subject to Para Nos (i) to
(xii) of (g) and their consequential effects as stated in Para Nos (xiii) &
(xiv) of (g), read alongwith Significant Accounting Policies and Other
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 principles generally accepted in India:
(i) In the case of the Balance Sheet, of the State of Affairs of the
Company as at 31st March, 2011;
(ii) In the case of the Profit and Loss Account, of the Loss for the year
ended on that date; and
(iii) In the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
For M.A. Parikh & Co.
Registration No. 107556W
Name: Ajit C Shah
Membership No. 13097
Date : 24th Nov. 2011
Annexure to Auditors' Report
Referred to in Paragraph 1 of our report of even date
1. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets except for
furniture, fixtures and equipments.
b. The management had decided to carry out physical verification of certain
fixed assets during the year in accordance with the phased programme of
verification, so as to verify all the material fixed assets over a period
of three years. However, during the year, no physical verification was
carried out by the Management and hence, we are not able to comment on the
discrepancies, if any.
c. The Company has not disposed off substantial fixed assets during the
year and therefore, the question of going concern assumption getting
affected does not arise.
2. In respect of its inventories:
a. As explained to us, the inventories have been physically verified by the
management at the year end. In our opinion, the frequency of such
verification is reasonable.
b. In our opinion and according to the information and explanations given
to us, the procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of the
Company and the nature of its business, except that the instructions for
physical verification of inventory were issued orally and not documented as
well as the documentation of physical verification carried out is not
c. The Company has maintained proper records of inventories. As explained
to us, the discrepancies noticed on physical verification of inventories
were not-material as compared to the book records and have been properly
dealt with in the books of account.
3. The Company has not. granted/ taken any loans, secured or unsecured
to/from companies, firms or other parties covered in the register
maintained under Section 301 of the Companies Act, 1956. Therefore, the
requirements of Clause 4(iii) of the Order are not applicable.
4. In our opinion and according to the information and explanations 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
inventories and fixed assets and for the sale . of goods and services.
During the course of our audit, we have not observed any major weaknesses
in the internal control system and hence, the question of continuing
failure on the part of the Company to correct the major weaknesses in the
internal control system does not arise.
5. During the year, there were no particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 that were needed to
be entered into the register required to be maintained under that section.
Therefore, the requirements of Clause 4(v) of the Order are not applicable.
6. During the year, the Company has not accepted any deposits from the
public and consequently, the directives issued, by the Reserve Bank of
India and the provisions of Section 58A, 58AA or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under are
7. The Company does not have an internal audit system.
8. The Central Government has not prescribed the maintenance of 'cost
records' under section 209(1) (d) of the Companies Act, 1956 in respect of
the products dealt with by the Company.
9. In respect of statutory dues:-
a. The Company is generally regular in depositing the undisputed statutory
dues including Provident Fund, Employees' State Insurance, Income-tax,
Sales-tax, Wealth-lax, Service tax, Custom Duty, Excise Duty, Cess and
other applicable statutory dues with the appropriate authorities except for
non payment of tax deducted at source of Rs. 7,54,844/- as on 31s' March,
b. According to the information and explanations given to us, except for
the above ' Unpaid undisputed statutory dues,-there are no other
undisputed amounts payable in respect of the aforesaid dues were in arrears
as at 31st March, 2011 for a period of more than six months from the date
they became payable.
c. According to the information and explanations given to us and according
to the records of the Company, the outstanding dues of Income-tax of
Rs.9,39,397/-and Rs. 55,57,214/-, for the assessment years 2006-2007 and
2008-2009 respectively have not been deposited on account of disputes which
are. pending before Commissioner of Income Tax (Appeals). Except for the
same, there are no other disputed dues of Sales-tax, Wealth-tax, Custom
Duty, Excise Duty and Cess.
10. The Company's accumulated losses are more than 50 % of its net worth.
The Company has incurred cash losses during the financial year covered by
our report as well as in the immediately preceding financial year.
11. In our opinion and according to the information and explanations given
to us, the Company was generally regular in repayment of dues to its bank.
The Company has not , borrowed from any financial institutions and has not
issued any debentures.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares,, debentures and other securities.
Therefore, the requirements of Clause 4(xii) of die Order are not
13. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund / society. Therefore, the requirements of Clause 4(xiii) of
the Order are not applicable.
14. During the year, the Company has not dealt in or traded in shares,
securities, debentures and other investments. Therefore, the requirements
of Clause 4(xiv) of the Order are not applicable.
15. According to the information and explanations given to us, the Company
has not given any guarantee for loans taken by others from banks or
financial institutions. Therefore, the requirements of Clause 4(xv) of the
Order are not applicable.
16. In our opinion and according to the information and explanations given
to us and on the basis of examination of die books of account, no new term
loans have been obtained during the year.
17. According to the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we report that no
funds have been raised on short term basis and hence, the question of using
the same for long term investment does not arise.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section 301
of the Companies Act, 1956. Therefore, the requirements of Clause 4(xviii)
of the Order are not applicable.
19. The Company has not issued debentures and hence, the creation of
security or charge in respect thereof as contemplated in Clause 4(xix) of
the Order does not arise.
20. The Company has not raised any money by way of public issue during the
financial year covered by our report and hence, the question of disclosure
by the Management on the end use of money raised therefrom and the
verification of the same by us does not arise.
21. Based upon the audit procedures performed by us and as per the
information and explanations given by the Management, no fraud on or, by
the Company has been noticed or reported during the course of our audit.
For M.A. Parikh & Co.
Registration No. 107556W
Name: Ajit C Shah
Membership No. 13097
Date : 24th Nov. 2011