BWL Ltd Directors 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 ("the Company"), which comprise the balance sheet as at March 31, 2020, and the statement of Profit and Loss, 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.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements 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 31st, 2020 and profit/ loss, changes in 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 in conformity with IND-AS–19 impacts thereof are not readily ascertainable. ii) Depreciation on components as laid down in foot note – 4 Schedule II of Companies Act, 2013 for implementation from financial results of 31st March, 2016 has not been accounted for.

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. In addition to the matter described in the Basis for Qualified Opinion section we have determined 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 managements conclusions through understanding precedents set in similar cases; and considering the appropriateness of the companys 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.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("theAct") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows 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 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 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 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 risks 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 control relevant to the audit in order to design 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 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, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure 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 [and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.]

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards 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 31st March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(g) 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: i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 21 to the financial statements.

ii. The Company does not has any material foreseeable loss arising out of derivative contract iii. There has been no delay in transferring amounts, required to be transferred, to 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 Section 143 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 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 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 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 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 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 system 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 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 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.

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

Opinion

In our opinion, the Company has, an adequate internal financial controls system over financial reporting in limited context of its functionary and such internal financial controls over financial reporting were operating effectively as at 31st March 2020, 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 issued by the Institute of Chartered 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 Auditors Report as per Companies (Auditors Report) Order, 2016

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b. The fixed assets have been physically verified by the management at reasonable intervals. As informed no material discrepancies between book records and the physical inventories have been noticed on such verification. c. The title deeds of immovable properties are held in the name of the company.

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

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

4. The company has not given any loans, guartees, securities or make investments under section 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 Central Government under sub section (1) of Section148 of the Companies Act, 2013.

7. a. According to information and explanations given to us, ‘the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2019 for a period 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 the company and not being paid, vis--vis forums where such disputes are pending are mentioned below:-

Particulars Forum where Dispute is pending Amount(Rs.) Year of demand Nature of dues
Sales Tax High Court Chattisgarh 214,382/- 1987-88 Levy of sales tax on sale of wires manufacture out of tax paid wire rod
Board of Revenue 22,202,424/- 1997-98,1999-2000 & 2001-2002 -do -
Addl. Commissioner 40,919,597 1983-84, 1986-87, 1995-96, -do-
1996-97, 1998-99, 2000-01
Deputy Commissioner 2,159,019 1984-85,1992-93 & 2002-03 -do-
Excise Duty High Court Chattisgarh 873,013/- 1987-88 Levy of Excise duty on sales of Zinc ash & dross
Customs Duty Commissioner 246,756/- 1980-81 Levy of addl custom duty on import of wire rod
Appellate Tribunal 333,963/- 1980-81 -do-
BSE Same directored 266,680/- 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 13,242,753/- 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 or financial institutions, 10. Company has raised no money by way of Public offer. The company has obtained noninterest bearing long term loan from promoters sources payable / usable in terms of Rehabilitation package after same being approved by BIFR. The proceeds of 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 requisite approvals mandated by the provision of section 197 read with schedule V of the companies Act, 2013. 13. The Company is not a Nidhi Company, accordingly paragraph 3(xxii) of the order is not applicable. 14. All transactions with the related parties are in compliance with section 177 and 188 of the companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards.

15. The company has not made any preferential allotment or private placement of shares or 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 Reserve Bank 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)