To the Members of M/s. BPL LIMITED
Report on the standalone Financial Statements
We have audited the accompanying Standalone financial statements of M/s BPL Limited(the Company) which comprises the Balance Sheet as at March 31 2019 theStatement of Profit and Loss (including other comprehensive income) statement of changesin equity and statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2019 and profit/loss (including other comprehensive income) changes inequity and its cash flows for the year ended 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 Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements for the financialyear ended March 31 2019. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether suchother 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.
Responsibility of Management for the Standalone 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 standalone financial statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under Section 133 of the Act. 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 implementationand maintenance of accounting policies; making judgments and estimates that are reasonableand prudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
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 Responsibility 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 high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.
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 standalone Ind ASfinancial 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.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting 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 standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
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.
Attention is invited to matters specified in Note no: 2.9 regarding non redemption ofpreference shares on due dates and the company's plan to set right the same. As thefinancial impact if any is unascertainable our report is not qualified thereon.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 (the Order)issued by the Central Government of India in terms of Subsection (11) of Section 143 ofthe Companies Act 2013 we give in the Annexure A a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.
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 the Statement of Profit and Loss (including other comprehensiveincome) and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.
d. In our opinion the aforesaid Ind AS 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 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure B.
g. With respect to the other matters to be included in 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:
1. The Company has disclosed the impact of pending litigations if any on itsfinancial position in its standalone Ind AS financial statements.
2. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
3. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
| ||for MKUK & ASSOCIATES |
| ||Chartered Accountants |
| ||Firm's registration number: 050113S |
| ||Anto Joseph |
|Bengaluru ||Proprietor |
|21st May 2019 ||Membership Number: 203958 |
Annexure - A to the Auditors' Report
The Annexure referred to in Independent Auditors' Report to the members of the Companyon the Ind AS financial statements for the year ended 31 March 2019 we report that:
1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The company has conducted physical verification of any of its fixed assets at it'sfactory as part of system of periodic physical verification of assets in a phased manner.No differences were reported on such verification.
(c) According to the information and explanations given to us and on the basis of ourexamination of records of the Company the title deeds of immovable properties are held inthe name of the Company.
2. (a) Physical verification at reasonable periods in respect of finished goodsstores spare parts and raw materials are reported to have been made by the management andcertified by them accordingly. In our opinion the frequency of verification isreasonable.
(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventory followed by the management are reasonableand adequate in relation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us and onthe basis of our examination of the records of inventory the Company is maintainingproper records of inventory. The discrepancies between physical stock and book stockwhich were not material have been properly dealt with in the books of account.
3. The company has granted an advance in the nature of loan to parties covered in theregister maintained under Section 189 of the Companies Act 2013 based on information andexplanation given to us by the management the terms and conditions where of are notprejudicial to the interests of the Company. Schedule of repayment of principal orinterest are stipulated. No instalment of principal or interest has fallen due forrepayment during the year. No amounts are overdue.
4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act with respectto the loans and investments made by it after the commencement of the Companies Act 2013.
5. In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from the public and therefore the directives issued bythe Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevantprovisions of the Companies Act 2013 and the rules framed there under are not applicableto the company.
6. According to the information and explanations provided by the management in respectof Printed Circuit Boards manufactured by the company the Central Government has notprescribed the maintenance of cost records under Sub-section (1) of Section 148 of theCompanies Act 2013. We have broadly reviewed the books of account and records maintainedby the Company in this connection and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination of the records with a view to determining whether they are accurate orcomplete.
7. (a) According to the records of the Company and information and explanation given tous the Company is generally regular in remittance of undisputed statutory dues includingIncome Tax Deducted at Source Provident Fund Employees State Insurance Sales TaxService Tax Goods And Service Tax (GST) excise Duty Cess and other statutory dues withthe appropriate authorities during the year. According to the information and explanationsgiven to us undisputed amounts payable in respect of customs duty amounting to Rs. 116.11Lakhs were outstanding as at 31st March 2019 for a period of more than six months fromthe dateson which they became payable.
(b) The following dues towards sales tax GST customs duty excise duty and servicetax have not been deposited on account of dispute/appeals:
|Name of Dues ||Nature of Dispute ||(Rs. in Lakhs) ||Forum where pending |
|Central Excise ||Demand against Exemption availed from Payment of duty on DC Defibrillator ||271.48 ||Tribunal |
|Central Excise ||Demand of duty at Higher rate for clearance of CENVAT availed inputs ||19.87 ||Commissioner Appeals |
|Central Excise ||Penalty due to Non inclusion of Amortised Cost in value of Plastic parts ||34.73 ||Tribunal |
|Service Tax ||Demand of Service Tax & Penalty on manpower services provided by BPL to SBPL ||98.48 ||Tribunal |
|Customs duty ||Entitlement to exemption of spare parts. ||17.06 ||Commissioner Appeals |
|Customs duty ||Demand of duty on clearance of bonded goods ||33.33 ||Tribunal |
|Sales Tax ||Demand due to various disallowances ||145.16 ||DCCT Appeals |
|Sales Tax ||Demand due to various disallowances ||709.97 ||Revision Board |
|Sales Tax ||Demand due to various disallowances ||160.54 ||Additional Commissioner |
|Sales Tax ||Assessment Demand ||0.24 ||Joint Commissioner |
|Sales Tax ||Demand due to various disallowances ||379.93 ||Tribunal |
|Sales Tax ||Demand due to various disallowances ||229.65 ||Appellate Board |
|Sales Tax ||Demand due to various disallowances ||1064.83 ||High Court |
|FEMA ||Demand u/s. 10(6) & 7 ||140.00 ||Special Director (A) Chennai |
|FEMA ||Demand for non submission of Bill of Entry to Banks ||50.00 ||Tribunal |
|Gift Tax ||Demand for gift tax on trasfer of shares ||1170.00 ||Supreme Court |
8. As per information given to us by the management and based on verification of booksand records the company has not defaulted in repayment of principal and interest to anybank/financial institution or debenture holder during the year.
9. According to the records of the company and the information and explanationsprovided by the management the company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) and term loans during the year.Accordingly paragraph 3 (ix) of the Order is not applicable.
10. According to the information and explanations given to us no fraud by the companyor any fraud on the company by its officers or employees has been noticed or reportedduring the year.
11. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act to the extent applicable to it.
12. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.
13. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.
14. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.
15. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
| ||for MKUK & ASSOCIATES |
| ||Chartered Accountants |
| ||Firm's registration number: 050113S |
| ||Anto Joseph |
|Bengaluru ||Proprietor |
|21st May 2019 ||Membership Number: 203958 |