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BWL Ltd.

BSE: 504643 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
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BWL Ltd. (BWL) - Auditors Report

Company auditors report

To the Members of BWL Limited

Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the standalone financial statements of BWL Limited ("theCompany") which comprise the balance sheet as at March 31 2020 and thestatement of Profit and Loss statement of changes in equity and the statement ofcash flows for the year then ended and notes to the financial statements including asummary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion section of our report the aforesaid financial statements give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31st 2020 and profit/ loss changesin equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion i) Treatments of gratuity and leave salary are not inconformity with IND-AS–19 impacts thereof are not readily ascertainable. ii)Depreciation on components as laid down in foot note – 4 Schedule II of CompaniesAct 2013 for implementation from financial results of 31st March 2016 has not beenaccounted for.

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. Inaddition to the matter described in the Basis for Qualified Opinion section we havedetermined the matters described below:

Sr. No. Key Audit Matter How our audit addressed the key audit matters
1 The accounts of the company have been drawn up on going concern assumption not with standing continuous erosion of net worth and suspension of work in the fluctuate over a number of period Principal Audit Procedures We are unable to comment on extent of adjustments that may be necessitated against assets and liabilities of the company if company ceases to continue as a going concern following adverse predicament.
2. Litigations and claims –provisions and contingent liabilities As Our key procedures included the following:
• Assessed the appropriates of the company
disclosed in Notes detailing contingent liability and provision for contingencies the company is involved in direct indirect tax and other litigations (‘litigations') that are pending with different statutory authorities. accounting policies including those relating to provision and contingent liability by comparing with the applicable accounting standards;
• Assessed the company process for identification of the pending litigations and completeness for financial reporting and also for monitoring of significant developments in relation to such pending litigations;
Whether a liability is recognized or disclosed as a contingent liability in the financial statements is inherently
judgmental and dependent on a number of significant assumptions and assessments. The amounts involved are potentially significant and determining the amount if any to be recognized or disclosed in the Standalone financial statements is inherently subjective. • Engaged subject matter specialists to gain an understanding of the current status of litigations and monitored changes in the disputes if any through discussions with the management and by reading external advice received by the company where relevant to establish that the provisions had been appropriately recognized or disclosed as required;
• Assessed the company assumptions and estimates in respect of litigations including the liabilities or provisions recognized or contingent liabilities disclosed in the financial statements. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts;
• Performed substantive procedures on the underlying calculations supporting the provisions recorded; Assessed the management's conclusions through understanding precedents set in similar cases; and considering the appropriateness of the company's description of the disclosures related to litigations and whether these adequately presented in the Standalone financial statements.
3. A number of claims totaling Rs.7.27 crores approximately has been lodged by the company against BSNL on various issues • Necessary papers including the order of Honble' Supreme Court and Honble' arbitrator have been verified by us in order to ensure the correctness of accounting of the said claim.

Management's Responsibility 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 ("theAct") 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 accountingpolicies; making judgments and estimates that are reasonable and prudent; and 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 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.

Those 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.

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 financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such 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 financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

• We communicate with those charged with governance regarding among othermatters 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 we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

• From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("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 statement on the matters specified inparagraphs 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 [and proper returnsadequate for the purposes of our audit have been received from the branches not visited byus.]

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account [and with thereturns received from the branches not visited by us9].

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

(e) On the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 from being appointed as a director in terms ofSection 164 (2) of the Act. (f) With respect to the adequacy of the internal financialcontrols over financial reporting of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure A".

(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: i. TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements – Refer Note 21 to the financial statements.

ii. The Company does not has any material foreseeable loss arising out of derivativecontract iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company.

For BASU CHANCHANI & DEB
CHARTERED ACCOUNTANTS
RN - 304049E
(ARABINDA SINHA)
Partner
(M.No. 010713)
Place : Kolkata
Date : 26th June 2020
UDIN: 20010713AAAAAJ1020

ANNEXURE-1

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 BWL Limited("the Company") as of 31st March 2020 in conjunction with our audit ofthe standalone Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor's judgment including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the Company's internal financial controlssystem over financial reporting.

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 that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial 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.

Besides since the productive activities are under suspension application of IFC forfinancial reporting applied in limited context for the company.

Opinion

In our opinion the Company has an adequate internal financial controls system overfinancial reporting in limited context of its functionary and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2020 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 BASU CHANCHANI & DEB
CHARTERED ACCOUNTANTS
RN - 304049E
(ARABINDA SINHA)
Partner
(M.No. 010713)
Place : Kolkata
Date : 26th June 2020
UDIN: 20010713AAAAAJ1020

Annexure-2

Annexure to the Auditor's Report as per Companies (Auditor's Report) Order 2016

1. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. b. The fixed assets have beenphysically verified by the management at reasonable intervals. As informed no materialdiscrepancies between book records and the physical inventories have been noticed on suchverification. c. The title deeds of immovable properties are held in the name of thecompany.

2. a. The inventories have been physically verified during the year by management andas reported no material discrepancies were noticed. However in our opinion the exerciseverification needs to be more elaborative including technical evaluation of each item inthe context of utility for the purpose of due identification of unusable stock for thepurpose of assessment of realizable value in genuine prospective.

3. The Company has not granted any loans secured or unsecured to companies firmslimited liabilities partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

4. The company has not given any loans guartees securities or make investments undersection 185 and 186 of the companies Act 2013.

5. The Company has not accepted any deposits from public.

6. Maintenance of cost records and accounts has not been prescribed by the CentralGovernment under sub section (1) of Section148 of the Companies Act 2013.

7. a. According to information and explanations given to us ‘the company' isregular in depositing with appropriate authorities undisputed statutory dues includingProvident Fund Employees State Insurance Income Tax Sales Tax Service Tax CustomDuty Excise Duty Value Added Tax Cess and other statutory dues to the extent applicableto it. According to the information and explanations given to us no undisputed amountspayable in respect of the aforesaid dues were outstanding as at 31st March 2019 for aperiod of more than six months from the date of becoming payable.

b. The dues on account on sales tax Excise Duty and Customs duty disputed by thecompany and not being paid vis--vis forums where such disputes are pending arementioned below:-

Particulars Forum where Dispute is pending Amount(Rs.) Year of demand Nature of dues
Sales Tax High Court Chattisgarh 214382/- 1987-88 Levy of sales tax on sale of wires manufacture out of tax paid wire rod
Board of Revenue 22202424/- 1997-981999-2000 & 2001-2002 -do -
Addl. Commissioner 40919597 1983-84 1986-87 1995-96 -do-
1996-97 1998-99 2000-01
Deputy Commissioner 2159019 1984-851992-93 & 2002-03 -do-
Excise Duty High Court Chattisgarh 873013/- 1987-88 Levy of Excise duty on sales of Zinc ash & dross
Customs Duty Commissioner 246756/- 1980-81 Levy of addl custom duty on import of wire rod
Appellate Tribunal 333963/- 1980-81 -do-
BSE Same directored 266680/- 2015-162018-19 & 2019-20 Late filing of F.Stament forF.Y. 14-15 For non appointment of Company Secretary as Compliance Officer
E.S.I. High Court 13242753/- 1991-98 ESI dues for the period when the Medical facility company provided to the workers as per order of SC.

8. There are no dues towards any financial institution bank or debenture holder.

9. The Company' has not given any guarantee for loans taken by others from banks orfinancial institutions 10. Company has raised no money by way of Public offer. Thecompany has obtained noninterest bearing long term loan from promoters sources payable /usable in terms of Rehabilitation package after same being approved by BIFR. The proceedsof relevant Loan were used for the purpose they were obtained.

11. No fraud has been noticed or reported on or by ‘the company' during the year.

12. Managerial Remuneration has been paid or provided in accordance with requisiteapprovals mandated by the provision of section 197 read with schedule V of the companiesAct 2013. 13. The Company is not a Nidhi Company accordingly paragraph 3(xxii) of theorder is not applicable. 14. All transactions with the related parties are in compliancewith section 177 and 188 of the companies Act 2013 where applicable and the details havebeen disclosed in the Financial Statements as required by the applicable accountingstandards.

15. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review.

16. The Company has not entered in to any non-cash transactions with directors.

17. The Company is not required to be registered under section 45-I A of the ReserveBank of India Act

For BASU CHANCHANI & DEB
CHARTERED ACCOUNTANTS
RN - 304049E
Place : Kolkata (ARABINDA SINHA)
Date : 26th June 2020 Partner
UDIN: 20010713AAAAAJ1020 (M.No. 010713)

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