We have audited the accompanying Standalone Quarterly /Annual Ind AS Financial Statements of BEML LAND ASSETS LTD ("the Company -BLAL"), which comprise the standalone Balance Sheet as at March 31,2026, Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to the Indian Accounting Standards ("Ind AS") Financial Statements, including a summary of significant accounting policies and other explanatory information for the Quarter/year ended March 31 2026.
In our opinion and to the best of our information and according to the explanations given to us, subject to the significance of the matter discussed in the Emphasis of Matter the aforesaid Ind AS 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 Ind AS prescribed under section 133 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2026 and its Loss and its cash flows for the year ended on that date.
Emphasis of Matter:Fair Valuation of Investment Property
We draw attention to Land & Buildings where they have been carried as Investment property as per Ind AS-40. Cost model has been adopted for valuation of Investment properties under Ind AS 40. The fair value of the property is Rs. 2,32,537 Lakhs as per the report of a certified valuer Dt 22 Oct 2022.
In line with the disclosure requirements under Ind AS-40 Standard and as per the Accounting Policy no 2.2 requires all entities to measure the fair value of investment property for the purpose of disclosure even though they are required to follow the cost model. Flowever, as per para 53 of Ind AS 40, in exceptional cases, if the fair value of the investment property is not reliably measurable on a continuing basis, the entity shall make the disclosures required by paragraph 79(e) that the reason why the fair value cannot be measured reliably.
Company has initiated the valuation of assets during the Financial Year 2026-27 as the registration of ownership titles for the majority of properties is currently in progress from BEMLLtd toBLAL.
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified u/s 143 (10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Ind AS 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 Ind AS Financial Statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code and of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters.
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements for the financial year ended March 31,2026. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the Ind AS financial statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Ind AS financial statements.
We draw attention to the following points:Non-Compliance with Provision of the Companies Act, 2013 and SEBI (LODR), Regulations 2015:
1. As per 2nd proviso to Sec 149(1) of the Companies Act 2013 and Rule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014, the Company was required to appoint One Women Director. The Company being a Government Company, appointments of Women or Independent Directors are made based on the Orders issued by the Government of India through the Ministry of Defence. The Company has requested Government of India to issue necessary order for appointment of Women Independent Director and response from the Government of India is awaited.
2. As per Sec 149 (4) of the Companies Act 2013 read with Regulations 17(1)(a) and 17(1 )(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, every Listed Public Company, whose Chairperson is an executive Chairperson, shall consist of 50% of the total strength of the Board as Independent Directors/Non-Executive Directors. The aforesaid requirement has not been met by the Company during the financial year 2025-26.
3. During the Financial Year 2025-26, the Company has not constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee as per Regulation 18, 19 & 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 and Sec 177 & 178 of the Companies Act 2013. An Audit Committee, Nomination and Remuneration Committee and Shareholders Relationship Committee were constituted during the FY 2025-26 but requirement of two independent directors on the audit committee is not met as per the Companies Act, 2013 and SEBI listing regulation. One independent director was ceased to be the director with effect from 17.04.2026 and consequently all the set committees ceased to exist
4. Penalty for Non-compliance Stock Exchange
The Company has been in non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial years 2023-24 and 2024-25. For the financial year 2023-24, the Company was non-compliant with Regulations 17 to 20 and 33, and for the financial year 2024-25, the Company continued to be non-compliant with Regulations 17 to 20.and for the financial year 2025-26, the Company continued to be non-compliant with Regulations 17 to 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015
In respect of the above non-compliances. Stock Exchanges have imposed penalties amounting to Rs. 95.77 lakhs (including GST) for FY 2023-24 and Rs. 95.70 lakhs (including GST) for FY 2024-25, and Rs. 78.99 lakhs (including GST) for the FY 2025-26 aggregating to Rs. 270.46 lakhs as on March 31, 2026 (including an estimate for the fourth quarter of FY 2025-26).
It has also been informed that the penalty is expected to continue for upcoming quarters until three Independent Directors, including one Woman Director, are appointed by the Ministry on the Board of BEML Land Assets Limited. In respect of penalty so imposed, the Company has been submitting applications periodically to BSE & NSE seeking wavier of fines and reply is awaited. Further, Company has written letters to Ministry of Defence to take necessary action for the appointment of requisite number of Executive Directors and Independent Directors including woman director on Board for ensuring compliance. Regulation 102 of SEBI (LODR) provides for relaxation of penalty charges if SEBI is satisfied that the non-compliance is caused due to factors affecting a class of entities but being beyond the control of these entities.
5. Land registration:
It has been reported that out of Land Parcels 401.356 acres at Mysore as per schedule 1 of the Scheme of arrangement identified for Demerger, the unused portion of the Township has been taken back by KIADB and 302.284 acres have been transferred to BLAL. Further registration of property with respect to Bhopal and Delhi and Chennai Building - Flats at Supriya Estate and Goa Flats - Victor Building - 3 Flats and 2 shops, Kochi-Land with building is completed as on 21.3.2025 and 8.4.2025 and 21.05.2025 and 31.12.2025 and 28.04.2026 respectively. Further other properties registration is under progress.
6. Status of transfer of title of properties to BEML LAND ASSETS LTD from BEML Ltd
The transfer of title from BEML Ltd to BLAL Land Assets Ltd is under progress. As per amended Indian Stamp Act (Section 8G). Stamp duty charges are exempted. All State Governments have granted exemption from stamp duty. However, The Commerce & Industries department that the cabinet has advised to restrict to 50% stamp duty and 100% registration fees exemption, as already granted vide notification dated 12.02.2025. however, company has taken up the matter with Govt of Karnataka for 100% exemption on stamp duty.
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Relevant Line item in the Balance Sheet
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Description of item of Property
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Carrying value (Rs in lakhs) Gross value before depreciation
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Title deeds held in the name of
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Whether title deed holder is a promoter director or relatives of director or promoter or employee of the promoter / director
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Property held since which date
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Investment property
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Land Assets at Bengaluru, Mysuru, Ranchi, Asansol & Bilaspur
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371.72
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BEML Limited
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No
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25th August, 2022
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Investment property
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Building Assets at Bengaluru, Mysuru,, Kolkata, Mumbai and Kochi
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305.96
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BEML Limited
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No
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25th August, 2022
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Investment property
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Bhopal, MP Nagar - 7 flats
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12.20
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BLAL (title transfer regd on 21.03.2025)
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No
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25th August, 2022
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Investment property
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New Delhi, Greater Kailash, Guest House
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289.40
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BLAL (tide transfer regd on 08.04.2025)
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No
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25th August, 2022
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Investment property
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Chennai, Sterling Road, Nungambakkam
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6.81
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BLAL (title transfer regd on 21.05.2025)
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No
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25th August, 2022
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Investment property
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Goa, Victor Building Flats, Panaji Goa
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15.14
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BLAL (title transfer regd on 31.12.2025)
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No
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25th August, 2022
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Total
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1001.23
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7. Rental Income is recognised for only certain properties utilized by BEML Ltd.
As a part of strategic disinvestment of BEML and the scheme of arrangement approved by Ministry of Corporate Affairs, the identified surplus/ non-core assets of BEML have been demerged from BEML to BEML Land Assets Limited (BEML LAND ASSETS LTD). The properties have already been transferred in the Books from BEML Ltd. to BEML Land Assets Ltd. However, transfer of title of property is under process. The title transfer of the Bhopal property and Delhi Property and Chennai Building - Flats at Supriya Estate - building assets and Goa Flats - Victor Building - 3 Flats and 2 Shops, Kochi-Land with building in favour of BLAL was completed on 21.03.2025, 08.04.2025, 21.05.2025, 31.12.2025 and on 28.04.2026 respectively.
BEML Limited has taken in-principle approval for utilizing the BEML LAND ASSETS LTD properties by BEML in its 394th Board Meeting held on 23rd March 2023 which was approved by 17th Board Meeting of BEML Land Assets Ltd. Presently, the above said properties are maintained by BEML Ltd. It was proposed to continue utilization of the above properties by BEML Ltd instead of keeping the properties vacant.
The 'day to day expenses' viz., repairs and maintenance, security charges, electricity, water charges etc. is borne by BEML Ltd. A Memorandum of Understanding (MoU) had been signed with BEML Limited on 20.01.2026 which is effective from 01.01.2026 and leasing out 302.26 acres of land in Mysuru and 36 Acres of land in Bengaluru at 3.93 Crs per annum payable at ?.98.25 lakhs on quarterly basis and ^.81,25,000 (^.95,87,500 with GST) invoice raised on 20th jan 2026 of Bengaluru property and ?.17,00,000 (?.20,06,000 inclusive GST) raised on 17th Feb 2026 of Mysuru property. Valuation of rent has arrived as per the Property valuation has been carried out by Housing and Urban Development Corporation Ltd (Hudco), The same has been relied for the purpose of the audit. During the tenure of usage, BEML will pay the property taxon behalf of BEML Land Assets Limited and account the same as a loan to BEML Land Assets Limited. However, the following discrepancies exist -
1. The Lease arrangement with BEML Ltd is executed by way of Unregistered MoU dated 20.01.2026 and not a formal registered Lease Agreement.
2. There is no clause related to payment of Rent Deposit in the aforesaid MoU which raises concerns on Default Risk. However, terms of payment of lease rent is quarterly in advance on or before 7th day of each quarter.
Information Other than the Standalone Ind AS Financial Statements and Auditor's Report There on
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board's
Report including Annexures to Board's Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone Ind AS financial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements
The Company's 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 Ind AS 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 Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 (as amended).
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosure, as applicable, matters relating to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the company or cease operations or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 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 Ind AS financial statements.
Auditor's responsibilities for the audit of the standalone financial statements
Our responsibility is to express an opinion on these financial statements based on our audit. We have considered the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
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 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 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.
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 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 the Companies (Auditor's 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.
2. As required bySection143(3)oftheAct, based on our audit 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 Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Indian Accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;
e) As per notification No.GSR 463(F) dated 5th June 2015 issued by MCA, Government of India, provisions of section 164(2) of the Companies Act, 2013 relating to disqualification of directors are applicable to the Company, being a Government Company.
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 Reporting "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor's 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 following pending litigations with respect to the assets transferred from BEML as confirmed by the Legal Team:
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SI No
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Reference Number
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Issue
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Pending Before
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1
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RFA 1117/2013 Ramaiah vs. Bayyamma & Others
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Title dispute
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High Court of Karnataka
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2
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WP.58481/2015 Vijayaraj K.B vs State of Karnataka & Ors
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Sought relief from the State Government
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High Court of Karnataka
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3
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WP. 8279/2018 Jayaram vs State of Karnataka & Ors
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Sought relief from the State Government
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High Court of Karnataka
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4
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MA 28/2006 BEML vs BCC Asst. Revenue Officer
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Excess property tax levied by BCC and challenged by BEML.
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City Civil Court Bengaluru
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5
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OS 275/25
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Sought relief from the State Government
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City Civil Court - Civil Judge Senior Division Ranchi
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Impact on financial position- we do not have legal opinion to assess the impact on financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any materials for useable losses.
iii. There were no amounts which were 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(s) or entity (ies), including foreign entities (the "Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 of funds advanced, loaned or investment") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries of funds advanced, loaned or invested.
(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(s) or entity (ies),including foreign entities (the "Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that their presentations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not proposed, declared or paid any interim or final dividend during the year.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11 (g) of Companies (Audit and Auditors) Rules, 2014 is applicable for the financial year ended March 31,2026.
For N. Tatia & Associates
Chartered Accountants
Firm Registration Number: 011067S
Nidhi Tatia Partner
Membership No.: FCA 061355 Peer Review No. 016257 UDIN No- 26061355BSVFCA2526
Date: 01-06-2026 Place- Bangalore
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