Bharatiya Global Infomedia Ltd Directors Report.

To the Members of M/s. BHARATIYA GLOBAL INFOMEDIA LIMITED

Report on the Financial Statements

Opinion

We have audited the accompanying standalone financial statements of M/s. BHARATIYA GLOBAL INFOMEDIA LIMITED which comprises the Balance Sheet as at March 31, 2019 and the standalone Statement of Profit and Loss (including comprehensive income), standalone statement of change in equityandstandalonestatementofcashflowfor the year ended and notes to the financial statements, including a summary of significant other explanatory information.

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 Act in the manner so required and give a adverse view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and Profit other comprehensive Income, change in equity and cash flow for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, 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.

Basis for Adverse Opinion

According to the information and explanations given to us and based on our audit, the following observations have been identified as at March 31, 2019:

1. Subject to non-provision of amount recoverable from inter-corporate deposits amounting to principal amount of Rs 5.40 crores alongwith accrued interest, thereby, increasing the profit by the same amount as further detailed in note no. 35 of notes to accounts, non-provision of penalty imposed by SEBI of Rs. 6 crores as further detailed in note no 34 and confirmation and reconciliation of some of accounts as further detailed in note no. 29.

2. Chief financial officer of the Company has resigned from the company w.e.f. 30 th May 2018. The company has not file the required information till date as required under section 203 the act read with Rule 8 and Rule 8A of the companies (appointments & remuneration of Managerial Personnel) Rules, 2014. And also not informed to the Ministry of Corporate Affairs for appointment of new Chief Financial officer w.e.f 12th June 2018.

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 statements as a whole, and in forming inthecontextofourauditofthefinancial our opinion thereon, and we do not provide a separate opinion on these matters.

Reporting of key audit matters as per SA 701, Key Audit Matters are applicable to the Company.

Key Audit Matters Addressed the same in our Audit Report
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 cost incurred to segment/unit 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;

Responsibility of Management for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards 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 implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone financial statements, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the companys financial reporting process

Auditors Responsibility 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 Standalone financial statements.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraph 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 but could not 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 not been kept by the Company so far as it appears from our examination of those books

c. Except for the matter described in the Basis for Adverse Opinion paragraph above, the Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income) , the standalone statement of change in equity and the standalone statement Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. Including for the matter described in the Basis for Adverse Opinion paragraph above, in our opinion, the aforesaid financial statements not comply with the IND AS specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. The matter described in the Basis for Adverse Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

f. On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act. g. With respect to adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B. 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, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company is not having any pending litigations except as qualified above which would impact its financial position.

2. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

There has not been any occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure - A to the Auditors Report

The Annexure referred to in Independent Auditors Report to the members of the Company on the financial statements for the year ended 31st March 2019, we report that: I. In respect of the Companys fixed assets: a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b. The fixed assets of the Company were physically verified in full by the management during the year. According to the information and explanations given to us and as examined by us, no material discrepancies were noticed on such verification. c. The Company have its own immovable property as per the standalone financial statement.

II. The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. According to the information and explanations given to us and as examined by us, no material discrepancies were noticed on such verification.

III. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions stated in paragraph 3 (iii) of the order are applicable to the Company.

IV. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has granted any loans, investments, guarantees, and security under the provisions of section 185 and 186 of the Act. Accordingly, the provisions stated in paragraph 3 (iv) of the order are applicable to the Company. V. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not accepted deposits within the meaning of section 73 to 76 of the act. Accordingly, the provisions stated in paragraph 3 (v) of the order are not applicable to the Company.

VI. According to the information and explanations give to us and based on our examination of the records of the Company, the Central Government has prescribed the maintenance of cost records under section 148(1) of the Act but these accounts and records were not applicable to the Company for the period ended 31st March 2019.

VII. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, Company has not been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, tds, sales-tax, value added tax, service tax, duty of excise, duty of customs. cess and any other statutory dues to the appropriate authorities. According to the information and explanations given to us, the undisputed amounts payable in respect of provident fund, employees state insurance, income tax, tds, sales tax, value added tax, service tax, duty of excise, duty of customs, cess and other statutory dues were in arrears as at 31st March 2019 for a period of more than six months from the date they became payable, cannot be ascertained due to unavailability of the records except the amount of VAT of Rs . 23, 01,517/- and TDS of Rs. 8,65,950/-

(b) According to the information and explanations given to us, there are no material dues of income tax, tds, sales tax, value added tax, service tax, duty of customs, duty of excise which have not been deposited with the appropriate authorities on account of any dispute.

Income Tax:-

Name of the Statute Nature of dues Amount (In Rupees) Period to which the amount relates Remarks, if any
Income Tax Act, 1961 Demand u/s 115_WE 1,27,167 2009-10 Application for Rectification u/s 154 has already been submitted
Income Tax Act, 1961 Demand u/s 220(2) 1,19,522 2011-12 Adjusted against refund of AY 2013-14 and 2014-15
Income Tax Act, 1961 Demand u/s 143(3) 1,25,620 2012-13 Adjusted against refund of AY 2013-14 and 2014-15
Income Tax Act, 1961 Demand u/s 143 (1)a 2,64,76,140 2017-18 The management has informed us that there is a mistake in the intimation issued u/s 143(1)(a) the company will follow the matter and move application for rectification u/s 154 of the Income Tax Act 1961 and the actual demand will be nearly Rs 8 lakh instead of Rs 264.76 lakh.
Income Tax Act, 1961 Demand u/s 234 E 26400 2017-18
21400 2016-17
67,468 2015-16
2,00,206 2014-15
38,400 2013-14
42,600 2012-13

VIII. In our opinion and according to the information and explanations given to us, the company has no outstanding dues to any financial institutions or banks or any government or any debenture holders during the year. Accordingly, paragraph 3 (viii) of the order is not applicable.

IX. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. X. According to the information and explanations given to us, we are unable to comment whether any material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

XI. According to the records of the Company examined by us and as per the information and explanations given to us, managerial remuneration has been paid during the year. XII. According to the records of the Company examined by us and as per the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3 (xii) of the Order is not applicable.

XIII. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties with sections 177 and 188 of the Act where applicable as required by the applicable IND AS

XIV. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

XV. According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the order is not applicable.

The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable.

Annexure-B to the Independent Auditors Report

Report on the Internal Financial Controls

We have audited the internal financial controls over financial reporting of BHARATIYA GLOBAL INFOMEDIA LIMITED (CIN No. L74999DL1994PLC062967) ("the Company") as of March 31, 2019 in conjunction with our audit of the standalone IND AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India. 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 the 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 over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent 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 over financial reporting 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 over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judgement, 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 internal financial controls over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting 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 over financial reporting 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 authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys 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 financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For SAMPRK & ASSOCIATES
Chartered Accountants
Firm Regn.No. 013022N
CA. Pankaj Sharma
Partner
Place: New Delhi M. No.093446
Date: 30/05/2019