To The Members of B. P. CAPITAL LIMITED
29thMay, 2023
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of B. P. CAPITAL LIMITED
("the Company"), which comprise the Balance Sheet as at March 31, 2023, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to
the financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as "the financial statements").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the
Companies Act, 2013 ("the Act") in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2023, and its LOSS including other
comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditors Responsibilities for the Audit of
the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules made there under, and
we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Emphasis of Matters
We draw attention to:
(i) The company had recorded the cost of Investment of Rs.267.49 lac at the face value
of the equity shares issued and had not determined the fair value as required by IND AS-
109.
(ii) The company has no revenue from Operations during the current financial year and
last financial year. Our opinion is not modified in respect of the above stated matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Annual
Report, but does not include the financial statements and our auditors report thereon.
The Annual Report is expected to be made available to us after the date of this auditors
report.
Our opinion on the financial statements does not cover the other information and we
will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other information identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our audit, or otherwise appears
to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these financial statements that give
a true and fair view of the financial position, financial performance (including other
comprehensive income), changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian accounting
Standards (Ind AS) specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risk of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in
order to design 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 has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the 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 auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
• Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order")
issued by the Central Government in terms of Section 143(11) of the Act, we give in
"Annexure A" a statement on the matters specified in 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 best
of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by
this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on March
31, 2023 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the
Act.
f) With respect to the adequacy of the internal financial controls with reference to
the financial statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in "Annexure B" to this report.
g) In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in
our opinion and to the best of our information and according to the explanations given to
us:
i. The Company has disclosed pending litigations if any on its financial position in
its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There was no delay in transferring the amounts, which was required to be
transferred to the investor education and protection fund by the company.
iv. (a) The Management has represented that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person or entity, including foreign
entity ("Intermediaries"), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received by
the Company from any person or entity, including foreign entity ("Funding
Parties"), with the understanding, whether recorded in writing or other wise, that
the Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reason ableand appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that
there presentations under sub-clause (i) and (ii) of Rule11(e), as provided under (a) and
(b) above, contain any material misstatement.
v. The company has not declared or proposed dividend during the year.
|
For Nemani Garg Agarwal & Co. |
|
Chartered Accountants |
|
Firms Registration Number: 010192N |
|
Sd/- |
|
(J.M. Khandelwal) |
|
Partner |
|
Membership Number: 074267 |
|
UDIN: 23074267BGWKNK1224 |
| Place of Signature: New Delhi |
|
| Date: 29th May, 2023 |
|
ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under‘ Report on Other Legal and Regulatory
Requirements section of our STANDALONE AUDIT Report to the Members of B. P. CAPITAL
LIMITED of even date)
To the best of our information and according to the explanations provided to us by the
Company and the books of account and records examined by us in the normal course of audit,
we state that:
i. In respect of the Companys Property, Plant and Equipment and IntangibleAssets:
(a) The company had no Property, plant and Equipments and Intangible Assets during the
year hence provisions of clause 3 (i) (a) to (d) of the above order are not applicable to
the company.
(b) No Proceedings under Benami Property Transactions (Prohibition) Act, 1988 have been
initiated against the company.
ii. (a) The company had no inventory during the year, hence clause 3(ii) (a) of above
order are not applicable to the company.
(b) The Company has no sanction of working capital limits in excess of Rs. 5
crore, in aggregate, during the year, from banks or financial institutions on the basis of
security of current assets0,hence no requirement of filing quarterly returns or statements
with banks
iii. The Company has made no investments in companies, Limited Liability, Partnerships,
and has not granted unsecured loans to other parties, duringtheyear, hence reporting under
clause 3(iii) (a)to (f)of the order are not applicable to the company.
iv. The Company has complied with the provisions of Sections185 and 186 of the
Companies Act, 2013 in respect of loans granted, investments made and guarantees and
securities provided, as applicable.
v. The Company has not accepted any deposit or amounts which are deemed to be deposits.
Hence, reporting under clause 3(v) of the Order is notapplicable.
vi. The maintenance of cost records has not been specified by the Central Government
under sub- section (1) of section 148 of the Companies Act, 2013 for the business
activities carried out by theCompany.
vii. In respect of statutorydues:
(a) In our opinion, the Company has generally been regular in depositing undisputed
statutory dues, including Goods and Services tax, Provident Fund, Employees State
Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added
Tax, Cess and other material statutory dues applicable to it with the appropriate
authorities. There were no undisputed amounts payable in respect of Goods and Service tax,
Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of
Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears
as at March 31, 2023 for a period of more than six months from the date they became
payable.
(b) Details of statutory dues referred to insub-clause (a)above which have not been
deposited as on March 31, 2023 on account of disputes are NIL.
viii. There were no transactions relating to previously unrecorded income that have
been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (43 of 1961).
ix. (a) The Company has not defaulted in repayment of loans or other borrowings
or in the payment of interest from any lender.
(b) The Company has not been declared willful defaulter by any bank or financial
institution or government or any government authority.
(c) The Company has not received the term loan during the year.
(d) On an overall examination of the financial statements of the Company, funds raised
on short- term basis have, prima facie, not been used during the year for long-term
purposes by the Company.
(e) On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiaries, associates or joint ventures.
(f) The Company has not raised any loans on the pledge of securities held in its
subsidiary, joint ventures or associates companies.
x. a) The Company has not raised moneys by way of initial public offer or further
public offer (including debt instruments) during the year and hence reporting under clause
3(x)(a) of the Order is not applicable.
(b) During the year, the Company has not not made any preferential allotment of and
made no private placement of shares or convertible debentures (fully or partly or
optionally)
xi. (a) No fraud by the Company and no material fraud on the Company has been noticed
or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed
in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government, during the year and upto the date of thisreport.
(c) As per information provided to us no whistle blower complaints was received by the
Company during the year (and upto the date of this report).
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the
Order is not applicable.
xiii. In our opinion, the Company is incompliance with Section 177 and 188 of the
Companies Act, 2013 with respect to applicable transactions with the related parties and
the details of related party transactions have been disclosed in the standalone financial
statements as required by the applicable accounting standards.
xiv. (a) In our opinion the Company has an adequate internal audit system
commensurate with the size and the nature of itsbusiness.
(b) We have considered, the internal audit reports for the year under audit, issued to
the Company during the year and till date, in determining the nature, timing and extent of
our audit procedures.
xv. In our opinion during the year the Company has not entered into any non-cash
transactions with its Directors or persons connected with its directors and hence
provisions of section192 of the Companies Act, 2013 are not applicable to the Company.
xvi. a) In our opinion, the Company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934.Hence ,reporting under clause 3(xvi)(a),(b)
and (c) of the Order is notapplicable.
(b) In our opinion, there is no core investment company within the Group (as defined in
the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting
under clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has incurred cash loss of Rs.14,05 lac during the financial year
covered by our audit and incurred cash loss of Rs. 20.86 lac during the immediately
preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company during
the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the
financial statements and our knowledge of the Board of Directors and Management plans and
based on our examination of the evidence supporting the assumptions, nothing has come to
our attention, which causesus to believe that any material uncertainty exists as on the
date of the audit report indicating that Company is not capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period of one
year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the Company. We further state that our reporting is based on the
facts up to the date of the audit report and we neither give any guarantee nor any
assurance that all liabilities falling due within a period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due.
xx. (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on
other than on going projects requiring at transfer to a Fund specified in Schedule VII to
the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of
the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable
for the year.
xxi. (b) No amount unspent under sub section (5) of section 135 of Companies Act
pursuant to any ongoing project for CSR amount was outstanding for transfer to special
Account in compliance with the provision of sub section (6) of section 135 of Companies
Act at the end of the Financial Year.
xxii. (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on
other than on going projects requiring a transfer to a Fund specified in Schedule VII to
theCompanies Act in compliance with second proviso to sub-section (5) of Section 135 of
the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable
for theyear.
(b) No amount unspent under sub section (5) of section 135 of Companies Act pursuant to
any ongoing project for CSR amount was outstanding for transfer to special Account in
compliance with the provision of sub section (6) of section 135 of Companies Act at the
end of the Financial Year.
|
For Nemani Garg Agarwal & Co. |
|
Chartered Accountants |
|
Firms Registration Number: 010192N |
|
Sd/- |
|
(J.M. Khandelwal) |
|
Partner |
| Place of Signature: New Delhi |
Membership Number: 074267 |
| Date: 28th May, 2022 |
UDIN: 23074267BGWKNK1224 |
Annexure B To the Independent Auditors Report
(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory
Requirements section of our report of even date to the Members of B. P. CAPITAL LIMITED)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
Opinion
We have audited the internal financial controls with reference to financial statements
of B. P. CAPITAL LIMITED ("the Company") as of March 31, 2023 in conjunction
with our audit of the financial statements of the Company for the year ended on that date.
In our opinion, to the best of our information and according to the explanations given
to us, the Company has, in all material respects, an adequate internal financial controls
system with reference to financial statements and such internal financial controls with
reference to financial statements were operating effectively as at March 31, 2023, based
on the internal control with reference to financial statements criteria established by the
Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal controls with reference to financial statements
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India (ICAl). These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to Companys policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls with reference to financial statements based on our audit. We conducted our audit
in accordance with the Guidance Note on audit of Internal Financial Controls over
Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued
by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to
the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to financial statements was
established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system with reference to financial statements and their
operating effectiveness. Our audit of internal financial controls with reference to
financial statements included obtaining an understanding of internal financial controls
with reference to financial statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditors
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
with reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A companys internal financial control with reference to financial statements is a
process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal financial control with
reference to financial statements includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial
Statements
Because of the inherent limitations of internal financial controls with reference to
financial statements, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with
reference to financial statements to future periods are subject to the risk that the
internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
For Nemani Garg Agarwal & Co.
Chartered Accountants
Firms Registration Number:-010192N
Sd/-
(J.M.Khandelwal)
Partner
Membership Number: 074267
UDIN: 23074267BGWKNK1224
Place of Signature: New Delhi
Date: 29th May, 2023
+91-9892691696
