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BGIL Films & Technologies Ltd.

BSE: 511664 Sector: Media
NSE: N.A. ISIN Code: INE443D01018
BSE 00:00 | 26 Oct BGIL Films & Technologies Ltd
NSE 05:30 | 01 Jan BGIL Films & Technologies Ltd
OPEN 1.26
PREVIOUS CLOSE 1.26
VOLUME 50
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P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.14
Buy Qty 1000.00
Sell Price 1.32
Sell Qty 4.00
OPEN 1.26
CLOSE 1.26
VOLUME 50
52-Week high 1.26
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.14
Buy Qty 1000.00
Sell Price 1.32
Sell Qty 4.00

BGIL Films & Technologies Ltd. (BGILFILMSTEC) - Auditors Report

Company auditors report

To the Members of BGIL Films & Technologies Limited

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of BGIL FILMS & TECHNOLOGIESLIMITED ("the Company") which comprise the Balance Sheet as at 31st March2022 the Statement of Profit and Loss and Statement of Cash Flow for the year then endedand notes to the financial statements including a summary of the significant accountingpolicies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the India Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting

Standards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in

India subject to confirmation and reconciliation of some of the accounts as furtherdetailed in note no. 33 of the notes on account and note on non-recognition of profit fromjoint venture as further detailed in note no. 39 of the notes on account of the state ofaffairs of the Company as at March 31 2022 its profit and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters:

(i) We draw your attention to Note 41 to the standalone financial statements whichexplain the uncertainties and the management's assessment of the financial impact due torestrictions and other conditions related to the Covid-19 pandemic; for which a definitiveassessment of the impact in the subsequent period is dependent upon circumstances as theyevolve.

(ii) The company is not regular in payment of statutory dues.

(iii) The company has not filed TDS Returns for the current financial year as yet.

(iv) Debtors and Creditors of the company are subject to confirmation andreconciliation that may have an impact on Net Profits.

(v) The company has entered into a joint venture in an earlier year for which noprofit/loss has been recognized as yet which may impact its revenue as further explainedin Note No. 39 of the standalone financial statements.

(vi) The Company has not paid for penalty imposed by SEBI amounting to Rs. 5 Lakhs videits adjudication order dated 29.11.2019 further explained in Note 40 to the standalonefinancial statements.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Key Audit Matters How the matter was addressed in our audit
Revenue recognition Our audit procedures on revenue recognition included the following:
Recognition of revenue at a point in time based on satisfaction of performance obligation requires estimates and judgments regarding timing of satisfaction of performance obligation allocation of cost incurred to segment/units and the estimated cost for completion of some final pending works. We verified performance obligations satisfied by the Company;
We tested sale proceeds received from customers to test transfer of controls;
Due to judgment and estimates involved revenue recognition is considered as key audit matter We verified calculation of revenue to be recognised and matching of related cost;
Deferred Tax Liability (DTL) Our audit procedures included:
The Company has recognised deferred tax Liability (DTL) on unabsorbed depreciation (refer to note 17 to the financial statements) Since recognition of DTL involves significant judgments and estimates it has been considered as key audit matter. We have discussions with management to understand process over recording and review of deferred tax Liability (DTL);
We had discussion at separate audit committee meeting with independent directors;
We tested the computation of the amount and the tax rate used for recognition of DTL; We also verified the disclosures made by the Company in Note to the financial statements.
Statutory Dues Our audit procedures included:
The Company is facing tight liquidity situation. As a result there have been delays/defaults in statutory liabilities Defaults in payment of statutory dues and borrowings involves calculation of interest penal interest and other penalties on delayed payments and recording of liabilities. It requires significant estimates hence considered as key audit matter. We had discussion with management and understood management process for provision of interest and penalties for delays/defaults in payment of statutory dues and repayment of borrowings and interest thereon;
For statutory dues we have verified the schedule of statutory liabilities and due date of payments. We verified calculation of interest on delayed payments;
Defaults in payment of statutory dues is reported in Annexure A to our audit report.
Related party transaction and balances Our audit procedures included:
The Company has transaction with related parties. These include transaction in nature of Purchases of Goods and services and loans and advances given to its subsidiaries. Understood Company's policies and procedures for identification of related parties and transactions;
These transactions are in ordinary course of business on arm length basis. Due to significance of these transactions considered as key audit matter Read minutes of the audit committee and board of directors for recording/approval of related party transactions;
Tested Company's assessment regarding related party transactions are being ordinary course of business and at arm's length;
Tested transaction with underlying contracts and supporting documents;
Obtained confirmation for outstanding balances if any;
Verified disclosures made in the financial statements in respect of related party transactions and outstanding balances.

Information other than the financial statements and auditors' report thereon

The Company's board of directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexure to Board's Report Business Responsibility Report but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon. In connection with our audit of thefinancial statements our responsibility is to read the other information and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained during the course of our audit or otherwiseappears to be materially misstated. If based on the work we have performed we concludethat there is a material misstatement of this other information; we are required to reportthat fact. We have nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from

Fraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to financial statements inplace and the operating effectiveness of such controls

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

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013. we give in the Annexure -A a statement on the matters specifiedin paragraphs 3 and 4 of the Order to the extent applicable.

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 bestof 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 theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet Profit and Loss and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols with reference to financial statements.

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its standalone financial statements. ii) The Company has made provision asrequired under the applicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivative contracts.

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

iv) The management has represented that to the best of its knowledge and belief otherthan as disclosed in the notes to the accounts no funds have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind offunds) by the company to or in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of thecompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledge and belief otherthan as disclosed in the notes to the accounts no funds have been received by the companyfrom any persons or entities including foreign entities ("Funding Parties")with the understanding whether recorded in writing or otherwise that the company shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries; and

c) Based on such audit procedures that we have considered reasonable and appropriate inthe circumstances; nothing has come to our notice that has caused us to believe that therepresentations under sub-clause iv(a) and iv(b) contain any material misstatement.

v) The company has not declared or paid dividend during the year.

For Singh Ray Mishra & Co.
Chartered Accountants
Firm Registration number: 318121E
Sd/-
(CA Vinay Kumar)
Membership Number: 402996
Place: Noida
Dated: 30/05/2022
UDI NO: 22402996AJWZKJ3418

Annexure - A to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of BGIL Films& Technologies Limited ("the Company") as of 31st March 2022 in conjunctionwith our audit of the 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 internalfinancial controls based on the internal control over financial reporting 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 (‘ICAI').

These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system withreference to financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

According to the information and explanations given to us and based on our audit wehave identified following material weaknesses that has not been identified as a materialweakness in Management's assessment:

a) The Company did not have an appropriate internal control system for preparingdebtors ageing and making provision for bad debts. This could potentially result innon-booking of bad debts.

b) The Company did not have an appropriate internal control system for obtainingexternal balance confirmation on periodic basis. This could potentially result ininaccurate assets & liabilities disclosed in the books of accounts.

c) The Company did not have an appropriate internal control system for reviewingcomputation of Work in Progress (WIP) Cost to Completion and estimated profitability ofall projects regularly. This could potentially result in inaccurate disclosure of WIP andconsequent profitability.

Our opinion is not modified in respect of these matters.

Opinion

In our opinion the Company has an internal financial controls system over financialreporting and such internal financial controls over financial reporting were operatingeffectively as at 31 March 2022 subject to material weaknesses as described above basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Singh Ray Mishra & Co.
Chartered Accountants
Firm Regn No.: 318121E
Sd/-
(CA Vinay Kumar)
Place: Noida Partner
Date : 30.05.2022 M. No.: 402996
UDIN: 22402996AJWZKJ3418

Annexure - B to the Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the financial statements for the year ended 31st March 2022 we report that: (i) (a)The Company has maintained proper records showing full particulars including quantitativedetails and situation of property plant and equipment. (b) The Company has a regularprogramme of physical verification of its fixed assets by which fixed assets are verifiedin a phased manner over a period of two years. In accordance with this programme certainfixed assets were verified during the year and no material discrepancies were noticed onsuch verification. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. (c) According tothe information and explanations given to us and on the basis of our examination of therecords of the Company there is no immoveable property in the name of the Company. Hencethe sub clause (c) is not applicable.

(d) According to the information and explanations given to us the company has notrevalued it's Property Plant and Equipment (including Right of Use Assets) or IntangibleAssets or both during the year.

(e) According to the information and explanations given to us no proceedings have beeninitiated or are pending against the company for holding any Benami Property under theBenami Transactions (Prohibition) Act 1988 (45 of 1988) and Rules made thereunder. (ii)(a) The management has conducted the physical verification of inventory at reasonableintervals.

b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.

(iii) As informed the Company has not made any investments in provided any guaranteeor security or granted any loans or advances in the nature of loans secured or unsecuredto companies firms Limited Liability Partnerships or other parties. Accordingly all thesub-clauses under this clause are not applicable.

(iv) (a) In our opinion and according to the information and explanations given to usthe company has not given any loan made any investment given any guarantee and providedany security which is covered by Section 185 and 186 of the Companies Act 2013.Accordingly the provisions of clause

3(iv) of the Companies (Auditor's Report) Order 2020 are not applicable to theCompany.

(b) In our opinion and according to the information and explanations given to us theCompany has not made any loan investments guarantees and security as per the provisionsof section 185 and 186 of the Companies Act 2013 (‘the Act') with respect to theloans and investments made. Hence the sub clause (iv) of the order is not applicable.

(v) The Company has not accepted any deposits from the public within the meaning ofsection 73 to 76 of the company act 2013 and rule framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.

(vii) (a) There have been significant delays in deposit of undisputed statutory dues inrespect of Tax deducted at Source and delays in deposit of Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax Value Added Tax Goods and ServiceTax (GST) Cess and other material statutory dues applicable to it to the appropriateauthorities. We are informed that the Company's operations during the year did not giverise to any liability for Customs Duty and Excise Duty.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax value added tax duty ofcustoms service tax cess and other material statutory dues were in arrears as at 31stMarch 2022 for a period of more than six months from the date they became payable.

Name of the Statute Nature of Dues Amount (in Rs.) Period to which amount relates
Income Tax Act 1961 Tax Deducted at Source 1732057 01.04.2015 to 31.03.2022
Income Tax Act 1961 Interest on late payment of TDS 407294 01.04.2009 to 31.03.2020 Liability has not been provided
Income Tax Act 1961 Late filing of TDS Returns 394205 01.07.2012 to 31.03.2020 - Liability has not been provided
Service Tax Act Service Tax 23999 01.04.2016 to 31.03.2017
Maharashtra VAT VAT 9430 01.04.2016 to 31.03.2017

Note: Company is not regular in filing of GST returns. There is no outward liability asper books of accounts after the adjustment of input as per books. However the non-filingof return on due date may arise ineligibility of input.

(c) According to the information and explanations given to us there are no materialdues of duty of customs excise sales tax service tax and value added tax which have notbeen deposited with the appropriate authorities on account of any dispute. Details of duesof Income Tax which have not been deposited as on March 31 2021 on account of disputesare given below:

Name of the Statute Nature of Dues Forum where disputes are pending Amount (Rs.) Period to which amount relates
Income Tax Act 1961 Income Tax DCIT Circle 4(1) New Delhi 224002 AY 2013-14
Income Tax Act 1961 Income Tax DCIT Circle 4(1) New Delhi 109705 AY 2014-15

(viii) In our opinion and according to the information and explanations given to usthe company has not surrendered or disclosed as income during the year in tax assessmentsunder the Income Tax Act 1961 (43 of 1961) any transactions not recorded in the books ofaccounts. Also there are no previously unrecorded income which has been now recorded inbooks of accounts.

(ix) The Company has not taken any loan or borrowing from a financial institution bankand government. The company has not issued any debenture. Accordingly the provisions ofclause 3(viii) of the Companies (Auditor's Report) Order 2020 are not applicable to theCompany.

(x) The Company has not raised by way of initial public offer or further public offer(including debt instruments) or preferential allotment or private placement of shares orconvertible debentures (fully partially or optionally convertible) during the year Accordingly the provisions of clause of the Companies (Auditor's Report) Order 2020 arenot applicable to the Company.

(xi) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven by the management we report that no fraud by the company or any fraud on theCompany by its officers or employees has been noticed or reported during the course of ouraudit.

(xii) In our opinion the Company is not a Nidhi Company. Accordingly the provisionsof clause

3(xii) of the Companies (Auditor's Report) Order 2020 are not applicable to theCompany.

(xiii) Based on information and explanations given to us by the management alltransactions with the related parties are in compliance with section 177 and 188 of theCompanies Act2013 where applicable and the details have been disclosed in the financialStatements as required by the applicable accounting standards. (xiv) (a) In our opinionthe company has internal audit system. However the internal controls are commensuratewith the size and nature of its business. (b) Report of internal auditor for the periodunder audit was considered by us.

(xv) In our opinion and according to the information and explanations given to us thecompany has not entered into any non-cash transaction with directors or person connectedwith him which is covered by Section 192 of the Companies Act 2013. Accordingly theprovisions of this clause of the Companies (Auditor's Report) Order 2020 are notapplicable to the Company.

(xvi) (a) In our opinion and according to the information and explanations given to usthe company is not required to be registered under section 45 IA of the Reserve Bank ofIndia Act 1934 (2 of 1934). Accordingly the provisions of clause 3(xvi) of the Companies(Auditor's Report) Order 2016 are not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us thecompany has not conducted any Non-Banking Financial or Housing Finance activities withouta valid certificate of registration (CoR) from the Reserve Bank of India as per theReserve Bank of India Act 1934.

(c) In our opinion and according to the information and explanations given to us thecompany is not a Core Investment Company (CIC) as defined in the regulations made by theReserve Bank of India. (d) In our opinion and according to the information andexplanations given to us the company is not part of a Group which has more than one CICas part of the Group.

(xvii) In our opinion and according to the information and explanations given to usthe company has not incurred cash losses in the current financial year and immediatelypreceding financial year. (xviii) There is resignation of Statutory Auditors related tothe reporting year. Moreover we have taken into consideration of the issue objection orconcern raised by the outgoing Auditor. (xix) On the basis of the financial ratios ageingand expected dates of realization of financial assets and payment of financialliabilities other information accompanying the financial statements and our knowledge ofthe Board 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 indicating thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due. (xx) The provisions of Section 135 of the CompaniesAct 2013 are not applicable to the Company during the current year. (xxi) In our opinionand according to the information and explanations given to us there is no requirement ofconsolidation of financial statements of other entities applicable on the company andtherefore this clause is not applicable to the company.

For Singh Ray Mishra & Co.
Chartered Accountants
Firm Regn No.: 318121E
Sd/-
(CA Vinay Kumar)
Place: Noida Partner
Date : 30.05.2022 M. No.: 402996
UDIN: 22402996AJWZKJ3418

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