We have audited the accompanying Financial Statements of Bhagawati Gas Limited (“the Company”), which comprisethe Balance Sheet as at March 31, 2025, 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 ended on that date, and a summaryof the significant accounting policies and other explanatory information (hereinafter referred to as “the FinancialStatements”).
In our opinion and to the best of our information and according to the explanations given to us, except for the possibleeffects of the matters described in the 'Basis for Qualified Opinion' section of our report, the aforesaid financialstatements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give atrue and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, (“IndAS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
We draw attention to the matters described in Annexure A the possible effects of which, individually or in aggregate,are material but not pervasive to the Financial Statements and matters where we are unable to obtain sufficient andappropriate audit evidence. The effects of matters described in said Annexure A which could be reasonablydetermined are quantified and given therein. Our opinion is qualified in respect of these matters as per Annexure-A.
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of theCompanies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in Auditor'sResponsibilities for Audit of the Financial Statements for the year ended March 31, 2025, section of our report. Weare independent of the Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of theFinancial Statements for the year ended March 31, 2025 under the provisions of the Act and the Rules thereunder,and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for ourqualified opinion on Financial Statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thefinancial statements of the current period. These matters were addressed in the context of our audit of the financialstatements 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 mattersdescribed below to be the key audit matters to be communicated in our report:
No.
Key audit matter
How our audit addressed the key audit matter?
The Company had recognized Minimum Alternate Tax(MAT) credit under current tax assets in last year. ThisMAT credit is eligible to be carried forward for set-offagainst future income-tax liabilities in accordance withSection 115JB of the Income-tax Act, 1961.
During the current year, the Company had opted to shiftto the concessional tax regime under Section 115BAA ofthe Income-tax Act, which does not allow for theutilization of previously accumulated MAT credit. As aresult, the entire MAT credit balance had been written offin the books during the year.
Our audit procedures to address this key auditmater, included but were not limited to thefollowing:
•Verifying the computation of MAT creditwith reference to tax returns and relevantprovisions of the Income-tax Act, 1961.
• Obtaining reasoning from management foropting out of the MAT regime.
•Reviewing management's evaluation of bothtax regimes and their rationale for opting fortaxation under Section 115BAA.
The Company's Management and Board of Directors are responsible for the other information. The other informationcomprises the information included in the Company's annual report, but does not include the financial statementsand auditor's report thereon. The Company's annual report is expected to be made available to us after the date ofthis auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation identified above when it becomes available and, in doing so, consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtained in the audit, orotherwise appears to be materially misstated.
When we read the Company's annual report, if we conclude that there is a material misstatement therein, we arerequired to communicate the matter to those charged with governance and take necessary actions, as applicableunder the relevant laws and regulations.
We draw attention to Note 21 of the accompanying financial statements, which describes that the Company hasrecognized income on account of a claim receivable arising from arbitration order covered under Vivad Se Vishwas IIScheme. Based on legal opinions obtained, a review by legal expert and management's assessment thereof, themanagement is of the view that the entire amount is receivable and that no uncertainty exists regarding itsrecoverability.
Our opinion is not modified in respect of this matter.
1. Company has following Statutory dues unpaid as on 31.03.2025:
- Service Tax Payable Rs. 1,96,853/¬- Income Tax Demand as per Traces Portal Rs. 2,46,300/-
2. The Company has not deducted Tax under Income Tax Act on Loan repayment to NBFC and Legal & ProfessionalFees paid during the year.
3. The Company has failed to discharge Goods and Service Tax under reverse charge mechanism on Legal servicesreceived from advocates during the year which is a non-compliance of section 9(3) of CGST Act, 2017.
4. Company is not classifying its creditors under classification as prescribed under the MSME Act. So, we cannotcomment upon the liability if any may arise in future on the company under the said act.
5. The trading of the company's shares was suspended on exchange and equity shares of the company has been delisted
from platform of the exchange of BSE Limited w.e.f. May 11, 2018 as per public notice of BSE as published in financialexpress newspaper dated 12.05.2018.
The accompanying financial statements have been approved by the Company's Board of Directors. The Company'sBoard of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparationand presentation of these financial statements that give a true and fair view of the financial position, financialperformance including other comprehensive income, changes in equity and cash flows of the Company in accordancewith the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of theAct 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 andprudent; and design, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation 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, management is responsible for assessing the Company's ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance withStandards on Auditing 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 influencethe economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintainprofessional 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 andappropriate to provide a basis 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 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 areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company's ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor's report. However, future events or conditions maycause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, andwhether the financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work andin evaluating the statements of our work; and (ii) to evaluate the effect of any identified misstatements in the financialstatements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timingof the audit and significant audit findings, including any significant deficiencies in internal control that we identifyduring our audit.
We also provide those with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably bethought 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 mostsignificance in the audit of the Financial Statements of the current period and are therefore the key audit matters (ifany). We describe these matters in our auditor's report unless law or regulation precludes public disclosure about thematter 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 interestbenefits of such communication.
1. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to
its directors during the year in accordance with the provisions of and limits laid down under section 197 readwith Schedule V to the Act.
2. As required by the Companies (Auditor's Report) Order, 2020 (the 'Order') issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in the Annexure B, a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.
3. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
i. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit of the accompanying financial statements except matters stated inthe Basis of Qualified Opinion section of our report.
ii. 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 except for the matters stated in the Basis ofQualified Opinion Section of our report.
iii. Except matters stated in the Basis of Qualified Opinion section of our report the Balance Sheet, the Statement of
Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash FlowStatement dealt with by this Report are in agreement with the books of account.
iv. In our opinion, the aforesaid financial statements comply with the IND AS specified under Section 133 of the Act,
except for the matters stated in the Basis of Qualified Opinion Section of our report.
v. On the basis of the written representations received from the directors of the Company as on March 31, 2025, taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from beingappointed as a director in terms of Section 164(2) of the Act.
vi. 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 C”. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controlswith reference to financial statements subject to the possible effect of matters stated in the Basis for QualifiedOpinion section of our main audit report.
4. With respect to the other matters to be included in the Auditor's report in accordance with Rule 11 of theCompanies (Audit and Auditor's) Rules, 2014, (as amended), in our opinion and to the best of our information andaccording to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position except the following:Delisting matter:
• The Company has filed an appeal before the Securities Appellate Tribunal ("SAT"), Mumbai, against theorder dated 11th May, 2018 by which the appellant Company has been delisted under Regulation 22(2)of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, for condoningthe delay but an appeal for condonation of delay was rejected and dismissed by SAT by passing the orderdated November 11, 2019. Subsequently, the company filed a civil appeal against SAT's order before theSupreme Court. Further, during the period under review, the Company received an order from the HonorableSupreme Court directing the submission of an undertaking by the authorized officer by March 18, 2024.
• In response to the Supreme Court order dated February 19, 2024, in Civil Appeal No. 335-336 of 2020, theCompany submitted an undertaking on March 7, 2024, committing to comply with all required norms within90 days to BSE Limited. Upon meeting these compliances, the Company's status will change from "Delisted"to "Listed”.
• In accordance with communication to BSE dated May 29, 2024, the Company was required to completepending formalities for the revocation of suspension by June 17, 2024, within the 90-day from the date oforder. The Company diligently submitted an application with most of the required information, annexuresalong with fees and fines on and before June 17, 2024. Subsequently, the Company's request for an extensionto BSE on June 18, 2024, was declined by BSE. However, in a communication dated June 24, 2024, BSEhighlighted several outstanding compliances, incomplete shareholding patterns, and website stating the dueto the Company's non-compliance with the Supreme Court order, its securities will remain compulsorilydelisted from the Exchange platform.
• The Company filed a civil appeal on 30th April 2025 (Appeal No. 335-336 of 2020) stating that the non¬compliances highlighted by BSE were duly rectified by 11th January 2025. However, the non-compliancerelating to non-dematerialization of promoter shareholding still persists, as it can only be resolved afterrevocation of the delisting. With respect to filing of the shareholding pattern in XBRL format, the Companyexplained that, due to delisting, it does not have valid login credentials. Accordingly, the shareholding patternwas submitted through an alternative mode.
• The Company therefore believes it has complied with all terms and conditions prescribed by BSE and hasfiled this civil appeal seeking Waiver/extension of the compliance period from 17th June 2024 to 11thJanuary 2025, and Directions to BSE for revocation of the Company's delisting.
ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company.
5. (a). The management has represented that, to the best of its knowledge and belief, no funds have been advanced orloaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) bythe Company to or in any person(s) or entity(ies), including foreign entities ('the intermediaries'), with theunderstanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly orindirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the UltimateBeneficiaries;
(b). The management has represented that, to the best of its knowledge and belief, no funds have been received bythe Company from any person(s) or entity(ies), including foreign entities ('the Funding Parties'), with theunderstanding, whether recorded in writing or otherwise, 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; andbased on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothinghas come to our notice that has caused us to believe that the management representations under sub-clauses (a)and (b) above contain any material misstatement.
6. Based on our examination, the Company has used accounting software's for maintaining its books of account forthe financial year ended March 31, 2025 which does not has a feature of recording audit trail (edit log) facility.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting underRule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutoryrequirements for record retention. Company has not preserved audit trail for the financial year ended March 31,2025.
7. The Company has not declared or paid any dividend during the year ended 31st March 2025.
8. During the period under audit the composition of Board of the Company was not duly constituted due to nothaving minimum no of independent directors required and accordingly Composition of Audit Committee andNomination and Remuneration Committee is not as per the Provisions of Companies Act, 2013 and as per theregulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
9. Company has its functional website but the same was not maintained as per the requirement of the SEBIGuidelines during the financial year.
10. The Company has not complied with the requirement of appointing a Whole-Time Company Secretary during theyear as mandated under the applicable provisions of the Companies Act, 2013.
Chartered Accountants
Firm Registration No.: 011046C
(CA. Piyush Goyal)
Partner
Membership No.:466010Place: JaipurDate: 04/07/2025UDIN: 25466010BMGYGK5253