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Bengal Tea & Fabrics Ltd.

BSE: 532230 Sector: Industrials
NSE: BENGALTEA ISIN Code: INE665D01016
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NSE 05:30 | 01 Jan Bengal Tea & Fabrics Ltd
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OPEN 75.60
CLOSE 76.90
VOLUME 5925
52-Week high 94.00
52-Week low 58.10
P/E
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bengal Tea & Fabrics Ltd. (BENGALTEA) - Auditors Report

Company auditors report

To the members of Bengal Tea & Fabrics Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Bengal Tea& Fabrics Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2022 the Statement of Profit and Loss (including other comprehensive income)the Cash Flow Statement and the Statement of Changes in Equity for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information (hereinafter referred to as the "financialstatement").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2022 its profit including other comprehensiveincome its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Rs.AuditorRs.sResponsibilities for the Audit of the Financial StatementsRs. section of our report. Weare independent of the Company in accordance with the Rs.Code of EthicsRs. issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules there under and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAIRs.s Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Emphasis of Matter

Material Uncertainty related to Going Concern for Textile Division

We draw your attention to note 40 of the financial statements whichexplains the managementRs.s decision to close / sale / transfer / dispose of the TextileDivision. Accordingly all assets and liabilities of the Division are disclosed inaccordance with the requirements of IND AS 105 - "Non-Current Assets Held for Saleand Discontinued Operations".

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements for the financial yearended March 31 2022. These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. For each matter below our description of how our auditaddressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the AuditorRs.s responsibilities for the audit of the financial statements section ofour report including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the financial statements. The results of our audit procedures includingthe procedures performed to address the matters below provide the basis for our auditopinion on the accompanying financial statements.

Sr. No. Key Audit Matter AuditorRs.s Response
1 Disclosure of Contingency litigation & Taxation Principal Audit Procedures
The Company has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes. ? Understanding and assessing the internal control environment relating to the identification recognition and measurement of provisions for disputes potential claims and litigation and contingent liabilities;
The Company is exposed to different laws regulations and interpretations thereof. The company is also subject to number of significant claims litigations regulatory including Income tax {refer note no. 41} and various matters require legal interpretation that arises from time to time in the ordinary course of business. The assessment of the likelihood and quantum of any liability in respect of these matters can be judgmental due to the uncertainty inherent in their nature. The Company is required to assess the need to make provision or disclose a contingency on a case-to-case basis considering the underlying facts of each litigation ? Analysed significant changes/update from previous periods and obtained a detailed understanding of such items. Assessed recent judgments passed by the court authorities affecting such change;
? Discussed the status of significant known actual and potential litigations with the management & noted that information placed before the board for such cases and
We have considered this to be a key audit matter since the accounting and disclosure of claims and litigations is complex and judgmental and the amounts involved are or can be material to the financial statements. ? Assessment of the managementRs.s assumptions and estimates related to the recognized provisions for disputes and disclosures of contingent liabilities in the financial statements.

Information other than the financial statements and AuditorRs.s Reportthereon

The CompanyRs.s Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport for example BoardRs.s Report Report on Corporate Governance ManagementDiscussion and Analysis Report etc. but does not include financial statements and ourauditorsRs. report thereon.

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

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and those charged with governance forthe Financial Statements

The CompanyRs.s Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements management is responsible forassessing the CompanyRs.s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors are also responsible for overseeing the CompanyRs.sfinancial reporting process.

AuditorRs.s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditorsRs. report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements. As part of an audit inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

a. Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

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

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

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

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

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements for the financial year ended March 31 2022 and are therefore the key auditmatters. We describe these matters in our auditorRs.s report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Other Matters

We did not audit total revenue of Rs. 4501 Lakhs and Rs. NIL and totalcomprehensive income of Rs. (13) Lakhs and Rs. NIL of Textile Division & Real EstateDivision for the year ended March 31 2022 respectively and the total assets of Rs. 1543Lakhs and Rs. 2032 Lakhs of Textile Division & Real Estate Division as at March 312022 respectively (including Revenue amounting to Rs. 4501 Lakhs profit before tax ofRs.858 Lakhs and assets of Rs. 1543 Lakhs for the discontinued operations of TextileDivision as disclosed in the Financial Statement) whose financial information have beenaudited by the other auditor and whose report has been furnished to us and our opinion inso far as it relates to the affairs of these divisions is based solely on the report ofthe other auditor.

Our conclusion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (AuditorRs.s Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. Further to our comments in the annexure referred to in the paragraphabove as required by Section 143(3) of the Act we report that:

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

b) In our opinion proper books of account as required by law have beenkept by the Company so far as appears from our examination of those books and properreturns adequate for the purpose of our audit have been received from the branch notvisited by us;

c) The balance sheet the statement of profit and loss (including OtherComprehensive Income) the cash flow statement and statement of changes in equity dealtwith by this Report are in agreement with the books of account and with the returnsreceived from the branch not visited by us;

d) In our opinion the aforesaid financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act;

e) On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director interms of section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls withreference to financial reporting of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the CompanyRs.s internalfinancial controls with reference to financial reporting;

g) With respect to the other matters to be included in the AuditorRs.sReport in accordance with the requirements of the section 197(16) of the Act as amendedin our opinion and to the best of our information and according to the explanation givento us the remuneration paid by the company to its directors for the year ended March 312022 is in accordance with the provisions of section 197 of the Act read with Schedule Vof the Act.

h) With respect to the other matters to be included in the AuditorRs.sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements - Refer note 41 to the financialstatements;

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

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

(a) The management has represented that to the best of its knowledgeand belief as disclosed in Note 55 to the financial statements no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other person(s) or entity(ies)including foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the intermediary shall directly or indirectly lendor invest in other persons or entities identified in any manner whatsoever by or on behalfof the Company ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that to the best of its knowledgeand belief as disclosed in Note 55 to the financial statements no funds have beenreceived by the Company from any person(s) or entity(ies) including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)as provided under (a) and (b) above contain any material misstatement.

(d) The dividend declared and paid during the year by the Company is incompliance with Section 123 of the Act.

(e) As stated in Note 18.12 to the financial statements the Board ofDirectors of the Company has proposed final dividend for the year which is subject to theapproval of the members at the ensuing Annual General Meeting the dividend proposed is inaccordance with section 123 of the Act as applicable.

(Referred to in paragraph 1 under Rs.Report on Other Legal andRegulatory RequirementsRs. section of our report to the Members of Bengal Tea &Fabrics Limited of even date)

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

(B) The Company has maintained proper records showing full particularsof intangibles assets.

b. Property Plant and Equipment are physically verified by themanagement according to a phased programme designed to cover all the items over a periodof three years which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on suchverification.

c. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the company.

d. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not revalued itsProperty Plant and Equipment or intangible assets or both during the year.

e. According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 (as amended in 2016) (formerly the BenamiTransactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder)

ii. a. As informed to us the inventories of the Company except formaterials in transit and finished goods lying with third parties have been physicallyverified by the management and/or by an independent agency at the reasonable intervals.The year-end physical verification of inventories was carried out a firm of CharteredAccountants in textile division and by the management in tea division at the Balance sheetdate. For stocks lying with third parties at the year-end written confirmations have beenobtained and in respect of goods-in-transit subsequent goods receipts have been verifiedor confirmations have been obtained from the parties. The discrepancies noticed onverification between the physical stocks and the book records were not material.

b. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has been sanctionedworking capital limits in excess of five crore rupees in aggregate from banks orfinancial institutions on the basis of security of Stock and Debtors. In our opinion thequarterly returns or statements filed by the Com- pany with such banks or financialinstitutions are not in agreement with the unaudited books of accounts of the Company andthe detail are as follows (Refer note - 23.3 to the financial statements):-

(Rs. In Lakhs)

Quarter Ending Value as per Variance Reasons for Variances
Punjab National Bank Books Quarterly Statement
June 30 2021 1035.33 1152.36 (117.03) The variances are mainly on account of valuation basis considered in the Stock Statement and Books of Accounts.
September 30 2021 1288.19 1343.13 (54.94)
December 31 2021 635.90 639.78 (3.88)
March 312022 454.16 587.86 (133.70)

iii. a. During the year the Company has not granted secured/unsecuredloans/advances in nature of loans or stood guarantee or provided security to anyparties. Accordingly the reporting under clauses 3(iii)(a) 3(iii)(c) 3(iii)(d)3(iii)(e) and 3(iii)(f) of the Order are not applicable to the Company.

(b) In our opinion and according to the information and explanationgiven to us the investments made during the year are prima facie not prejudicial to theCompanyRs.s interest.

iv. In our opinion and according to the information and explanationsprovided to us the Company has not granted any loans or provided any guarantees orsecurity to the parties covered under Section 185 of the Act. The Company has compliedwith the provisions of Section 186 of the Act in respect of investments made as coveredunder Section 186 of the Act.

v. The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public within the meaning of Sections 73 to 76 of the Actand the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordingly theprovisions of clause 3(v) of the Order are not applicable to the Company.

vi. We have broadly reviewed the books of account maintained by thecompany pursuant to the Rules made by the Central Government for the maintenance of costrecords under Section 148 (1) of the Act in respect of the CompanyRs.s products to whichthe said rules are made applicable and are of the opinion that prima facie the prescribedrecords have been maintained. We have however not made a detailed examination of the saidrecords with a view to determine whether they are accurate or complete.

vii. a. According to the information and explanations given to usduring the year the Company has generally been regular in depositing with appropriateauthorities undisputed statutory dues including Provident Fund EmployeesRs. StateInsurance Income Tax Goods & Service Tax Custom duty Cess and other materialstatutory dues as applicable to it with the appropriate authorities. No undisputedstatutory dues as above were outstanding as at March 31 2022 for a period of more thansix months from the date they became payable except as mentioned below:

Name of the Statute Nature of the Dues Amount (Rs. in lakhs) Period to which the amount relates Date of Payment
Gujarat Industrial Development Act 1962 Water cess 0.46 MarchRs.19 Unpaid

b. According to the information and explanations given to us thedetails of disputed dues of sales tax income tax customs duty excise duty service taxand Cess if any which have not been deposited as at March 31 2022 are as follows:

Name of the Statute Nature of Dues Amount (Rs. in lakhs) Period to which the Amount relates Forum where dispute is pending
Employee State Insurance E.S.I Contribution 1.86 1.04 2004-2005 2010-2011 High Court Gujarat
Central Excise Excise Duty 26.93 2014-2015 The Commissioner of Central Excise (Appeal) Ahmedabad
Central Excise Excise Duty 9.19 2016- 2017 2017- 2018 The Commissioner of Central GST-Audit Ahmedabad

viii. According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 (43 of 1961) as incomeduring the year.

ix. a. According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not defaultedin repayment of loans and borrowings or in the payment of interest thereon to any lender.

b. According to the information and explanations given to us and on thebasis of our audit procedures we report that the Company has not been declared WilfulDefaulter by any bank or financial institution or government or government authority.

c. In our opinion and according to the information and explanationsgiven to us by the management no term loans were obtained by the company during thefinancial year.

d. According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

e. According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of any company to meet theobligations as defined under the Act.

f. According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities as defined under the Act.

x a. In our opinion and according to the information and explanationsgiven to us the Company has not raised any moneys by way of initial public offer orfurther public offer (including debt instruments) during the year. Accordinglyclause3(x)(a) of the Order is not applicable to the Company.

b. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or convertible debentures (fullypartially or optionally convertible) during the year. Accordingly clause 3(x)(b) of theOrder is not applicable.

xi. a. During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanation given to us we have neither comeacross any instance of material fraud by the Company or on the Company noticed orreported during the year nor have we been informed of any such case by the management.

b. During the year no report under sub-section (12) of section 143 ofthe Companies Act 2013 has been filed by cost auditor/ secretarial auditor or by us inForm ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government.

c. As represented to us by the management there are no whistle blowercomplaints received by the Company during the year

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly clause3(xii) of the Order isnot applicable to the Company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable Indian accounting standards - 24 "Related PartyDisclosures".

xiv. a. Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

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

xv. According to the information and explanations given to us and asrepresented to us by the management and based on our examination of the records of theCompany the Company has not entered into non-cash transactions with directors or personsconnected with him. Accordingly paragraph 3(xv) of the Order is not applicable.

xvi. a. According to the information and explanations given to us theprovisions of section 45-IA of the Reserve Bank of India Act 1934 are not applicable tothe Company. Accordingly the requirement to report on clause (xvi) (a) & (b) of theorder is not applicable to the Company

b. The Company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India. Accordingly reporting under clause3(xvi)(c) of the Order is not applicable to the Company.

c. Based on the information and explanations provided by the managementof the Company the Group does not have any CICRs.s which are part of the Group. We havenot however separately evaluated whether the information provided by the management isaccurate and complete. Accordingly reporting under clause 3(xvi)(d) of the Order is notapplicable to the Company.

xvii. The Company has not incurred any cash losses in the currentfinancial year 2021-22 and in the immediately preceding financial year 2020-21.

xviii. There has been no resignation of the statutory auditors duringthe year. Accordingly reporting under clause 3(xviii) of the Order is not applicable.

xix. According to the information and explanations given to us and onthe basis of the financial ratios (refer note - 54 to the financial statements) ageingand expected dates of realization of financial assets and payment of financialliabilities other information accompanying the financial statements our knowledge of theBoard of Directors and management plans and based on our examination of the evidencesupporting the assumptions nothing has come to our attention which causes us to believethat any material uncertainty exists as on the date of the audit report that the Companyis not capable of meeting its liabilities existing at the date of balance sheet as andwhen they fall due within a period of one year from the balance sheet date. We howeverstate that this is not an assurance as to the future viability of the Company. We furtherstate that our reporting is based on the facts up to the date of the audit report and weneither give any guarantee nor any assurance that all liabilities falling due within aperiod of one year from the balance sheet date will get discharged by the Company as andwhen they fall due.

xx. In our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of Section 135 of the Actpursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

(Referred to in paragraph (h) under Rs.Report on Other Legal andRegulatory RequirementsRs. of our report of even date)

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

We have audited the internal financial controls with reference tofinancial reporting of Bengal Tea & Fabrics Limited ("the Company") as ofMarch 31 2022 in conjunction with our audit of the financial statements of the Companyfor the year ended on that date.

ManagementRs.s Responsibility for Internal Financial Controls

The CompanyRs.s management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to companyRs.s policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

AuditorRs.s Responsibility

Our responsibility is to express an opinion on the CompanyRs.s internalfinancial controls with reference to financial reporting based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal Financial Controlswith reference to Financial Reporting (the "Guidance Note") issued by theInstitute of Chartered Accountants of India and the Standards on Auditing prescribed underSection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial reportingwas established and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to financialreporting and their operating effectiveness. Our audit of internal financial controls withreference to financial reporting included obtaining an understanding of internal financialcontrols with reference to financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditorRs.s judgement including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the CompanyRs.s internal financialcontrols system with reference to financial reporting.

Meaning of Internal Financial Controls with reference to FinancialReporting

A companyRs.s internal financial control with reference to financialreporting is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A companyRs.s internalfinancial control with reference to financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;(2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and(3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companyRs.s assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference toFinancial Reporting

Because of the inherent limitations of internal financial controls withreference to financial reporting including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial reporting to future periods are subject to the riskthat the internal financial control over financial reporting may become inadequate becauseof changes in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system with reference to financial reporting and such internalfinancial controls with reference to financial reporting were operating effectively as atMarch 31 2022 based on the internal control with reference to financial reporting

Annexure "B" to the Indepedent AuditorsRs. Report criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India.

Other Matter

Our aforesaid reports under section 143(3)(i) of the Act on theadequacy and operating effectiveness of the Internal financial controls with reference tofinancial reporting in so far as it relates to Textile Division & Real Estate Division(including discontinued operations as disclosed in the Financial Statements - Refer note40) is based on the corresponding reports of the other auditors of the branches notvisited by us. Our opinion is not modified in respect of this matter.

For Singhi & Co.
Chartered Accountants
Firm Registration No.302049E
Sd/-
(Aditya Singhi)
Partner
Place: Kolkata Membership No. 305161
Dated: 14th May 2022 UDIN:22305161AJAQNY1787

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