We have audited the accompanying Financial Statements of Bhagawati Gas Limited (“the Company”), which comprise
the 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 summary
of the 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, except for the possible
effects of the matters described in the 'Basis for Qualified Opinion' section of our report, 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 Indian Accounting Standards prescribed under section 133 of the Act, (“Ind
AS”) 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.
Basis for Qualified Opinion
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 and
appropriate audit evidence. The effects of matters described in said Annexure A which could be reasonably
determined 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 the
Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in Auditor's
Responsibilities for Audit of the Financial Statements for the year ended March 31, 2025, 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 ("the ICAI") together with the ethical requirements that are relevant to our audit of the
Financial 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 of
Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
qualified opinion on Financial Statements.
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 to be the key audit matters to be communicated in our report:
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No.
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Key audit matter
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How our audit addressed the key audit matter?
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The Company had recognized Minimum Alternate Tax
(MAT) credit under current tax assets in last year. This
MAT credit is eligible to be carried forward for set-off
against future income-tax liabilities in accordance with
Section 115JB of the Income-tax Act, 1961.
During the current year, the Company had opted to shift
to the concessional tax regime under Section 115BAA of
the Income-tax Act, which does not allow for the
utilization of previously accumulated MAT credit. As a
result, the entire MAT credit balance had been written off
in the books during the year.
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Our audit procedures to address this key audit
mater, included but were not limited to the
following:
•Verifying the computation of MAT credit
with reference to tax returns and relevant
provisions of the Income-tax Act, 1961.
• Obtaining reasoning from management for
opting out of the MAT regime.
•Reviewing management's evaluation of both
tax regimes and their rationale for opting for
taxation under Section 115BAA.
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Other Information
The Company's Management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company's annual report, but does not include the financial statements
and auditor's report thereon. The Company's annual report is expected to be made available to us after the date of
this auditor's report.
Our opinion on the standalone 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 standalone 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 standalone financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
When we read the Company's annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and take necessary actions, as applicable
under the relevant laws and regulations.
Emphasis of Matter- Other Income
We draw attention to Note 21 of the accompanying financial statements, which describes that the Company has
recognized income on account of a claim receivable arising from arbitration order covered under Vivad Se Vishwas II
Scheme. Based on legal opinions obtained, a review by legal expert and management's assessment thereof, the
management is of the view that the entire amount is receivable and that no uncertainty exists regarding its
recoverability.
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 & Professional
Fees paid during the year.
3. The Company has failed to discharge Goods and Service Tax under reverse charge mechanism on Legal services
received 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 cannot
comment 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 financial
express newspaper dated 12.05.2018.
Responsibilities of Management and Those Charged with Governance for the
Financial Statements
The accompanying financial statements have been approved by the Company's Board of Directors. The Company's
Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation
and presentation 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 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 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, management is responsible for assessing the Company's 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.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's 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 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 with
Standards 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 influence
the 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 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 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 management's 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 Company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's 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 auditor's 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.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the statements of our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.
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 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 (if
any). We describe these matters in our auditor's 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 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 read
with 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 in
paragraphs 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 in
the 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 of
Qualified 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 Flow
Statement 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 being
appointed 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 an
unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls
with reference to financial statements subject to the possible effect of matters stated in the Basis for Qualified
Opinion 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 the
Companies (Audit and Auditor's) 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 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 the
order 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 condoning
the delay but an appeal for condonation of delay was rejected and dismissed by SAT by passing the order
dated November 11, 2019. Subsequently, the company filed a civil appeal against SAT's order before the
Supreme Court. Further, during the period under review, the Company received an order from the Honorable
Supreme 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, the
Company submitted an undertaking on March 7, 2024, committing to comply with all required norms within
90 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 complete
pending formalities for the revocation of suspension by June 17, 2024, within the 90-day from the date of
order. The Company diligently submitted an application with most of the required information, annexures
along with fees and fines on and before June 17, 2024. Subsequently, the Company's request for an extension
to BSE on June 18, 2024, was declined by BSE. However, in a communication dated June 24, 2024, BSE
highlighted several outstanding compliances, incomplete shareholding patterns, and website stating the due
to the Company's non-compliance with the Supreme Court order, its securities will remain compulsorily
delisted 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-compliance
relating to non-dematerialization of promoter shareholding still persists, as it can only be resolved after
revocation of the delisting. With respect to filing of the shareholding pattern in XBRL format, the Company
explained that, due to delisting, it does not have valid login credentials. Accordingly, the shareholding pattern
was submitted through an alternative mode.
• The Company therefore believes it has complied with all terms and conditions prescribed by BSE and has
filed this civil appeal seeking Waiver/extension of the compliance period from 17th June 2024 to 11th
January 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 or
loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by
the Company to or in any person(s) or entity(ies), including foreign entities ('the 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 ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate
Beneficiaries;
(b). The management has represented that, to the best of its knowledge and belief, no funds have been received by
the Company from any person(s) or entity(ies), including foreign entities ('the Funding Parties'), with the
understanding, 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; and
based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing
has 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 for
the 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 under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements 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 not
having minimum no of independent directors required and accordingly Composition of Audit Committee and
Nomination and Remuneration Committee is not as per the Provisions of Companies Act, 2013 and as per the
regulation 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 SEBI
Guidelines during the financial year.
10. The Company has not complied with the requirement of appointing a Whole-Time Company Secretary during the
year as mandated under the applicable provisions of the Companies Act, 2013.
For JAIN PARAS BILALA & CO.
Chartered Accountants
Firm Registration No.: 011046C
Sd/-
(CA. Piyush Goyal)
Partner
Membership No.:466010
Place: Jaipur
Date: 04/07/2025
UDIN: 25466010BMGYGK5253
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