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Baroda Rayon Corporation Ltd.

BSE: 500270 Sector: Industrials
NSE: BARODARAYN ISIN Code: INE461A01024
BSE 05:30 | 01 Jan Baroda Rayon Corporation Ltd
NSE 05:30 | 01 Jan Baroda Rayon Corporation Ltd

Baroda Rayon Corporation Ltd. (BARODARAYN) - Auditors Report

Company auditors report

TO THE MEMBERS OF THE BARODA RAYON CORPORATION LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of The Baroda RayonCorporation Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2019 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 onthat date notes to financial statements and the significant accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2019 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ('ICAI') together withthe ethical requirements that are relevant to our audit of the financial statements underthe provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Material Uncertainty Related to Going Concern

The net worth of the Company had been fully eroded due to the continued losses theCompany's entire operations have become standstill since AugustRs. 2008 and there are manylegal cases pending against the Company which may affect the future functioning of theCompany. The Company is planning to overcome from this financial constraint and restartthe operation subject to clearance from Labour Union litigation in near future.

The above factors cast a significant uncertainty on the Company's ability to continueas a going concern. Pending the resolution of the above uncertainties the Company hasprepared the aforesaid statement on a going concern basis.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

The Key Audit Matter How the matter was addressed in our audit
Refer Note 23 24 & 26 to the accompanying standalone financial statements: Our audit procedures included the following:
Our procedures included but were not limited to the following:
As on 31st March 2019 the Company has recognised liabilities relating pending litigation employees gratuities wage settlement to the extent it is crystallised. However the liabilities which are in the nature of contingent are disclosed by way of notes. (i) Obtained an understanding of management's process and evaluated design and tested operating effectiveness of controls around identification of indicators of various crystallized and contingent liabilities under Ind AS.
The principal of Going Concern is also depended on pending verdict from the court of law. (ii) Financial liabilities at fair value through profit or loss include financial liabilities held for trading and designated upon initial recognition as at fair value through profit or loss.
Considering the materiality of the amounts involved the significant management judgement required in estimating various liabilities being inherently subjective this matter has been identified as a key audit matter for the current year audit. Based on our procedures we also considered the adequacy of disclosures in respect of Liabilities related to Employees in the notes to the standalone financial statements. Please also refer to our paragraph of qualified opinion of our report for basis.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting 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 ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign 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 hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements for the financial year ended March 31 2019 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Opinion

a. Employee Union had filed the litigation for recovery of their total dues against theCompany at Gujarat High Court. The Company had referred the said matter with Hon'ble BIFRfor making necessary modification in Modified Draft Rehabilitation Scheme (MDRS). Inpursuant to Government Notification S.O. No 3568(E) dated 25.11.2016 and S.O. 3569(E)dated 25.11.2016 BIFR has been wound up w.e.f. 01.12.2016. In pursuant to Insolvency andBankruptcy Code (Removal of Difficulties) Order 2017 vide notification dated 24/05/2017issued by Ministry of Corporate Affairs relating to amendment to the Sick IndustrialCompanies (Special Provisions) Repeal Act 2003 provided that any scheme sanctioned undersub-section (4) or any scheme under implementation under sub-section (12) of section 8 ofthe Sick Industrial Companies (Special Provisions) Act 1985 shall be deemed to be anapproved resolution plan under sub-section (l) of section 31 of the Insolvency andBankruptcy Code 2016 and the same shall be dealt with in accordance with the provisionsof Part II of the said Code. Subject to the final verdict we are unable to express anyopinion on probable liabilities which may arise in future.

b. The balances for Sundry Debtors Sundry creditors loans & advances bankbalances statutory and other liabilities as on March 31 2019 are subject toconfirmation. The figures reported in the standalone Ind AS financial statement are as perthe ledger account.

c. No provision for interest has been made in the statement of profit & loss foroverdue loans availed in Modified Draft Rehabilitation Scheme (MDRS) forRs.2242053762/- hence there is understatement of reported loss and accumulated losses.

d. According to Ind AS-19 related to employee benefit the company has not given anyeffect of gratuity liabilities as per actuarial valuation hence the effect of gratuityexpenses as per standalone Ind AS-19 is not reported in other comprehensive income. As perinformation provided by the company its operational activities are standstill sinceAugust 2008 and due to non-availability of key personnel there is no detail available foractuarial valuation. Further the matter related to employee's dues is pending beforeHon'ble Gujarat High Court.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs (financial position) of the Company as at March 31 2019 and its Losses(financial performance including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order'')issued by the Central Government of India in exercise of powers conferred by sub-section11 of section 143 of the Act and on the basis of such checks of books and records of theCompany as we considered appropriate and according to the information and explanationsgiven to us we give in the "Annexure-A" attached hereto our comments on thematters specified in the paragraphs 3 and 4 of the said Order.

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 bestof 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 theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss Statement of Changes in Equityand the Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.

(d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Companies (Indian Accounting Standards) Rules2015 as amended.

(e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2019 from being appointed as a director in terms section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure-B".

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements (Refer Note 24 to the financial statements).

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses; and

(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Kansariwala & Chevli
Chartered Accountants
(FRN 123689W)
Date: 30th May 2019 A. H. Chevli
Place: Surat Partner
Membership No. 038259

Annexure A to the Independent Auditors' Report on Ind AS Financial Statements for theyear ended 31st March 2019.

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal andRegulatory Requirements of the Independent Auditors' Report to the members of the Companyon the standalone Ind AS financial statements for the year ended March 31 2019 we reportthat:

i. (a) The Company has generally maintained proper records showing full particularsincluding quantitative details and situation of its fixed asset.

(b) According to the information given to us the management has physically verifiedthe Fixed Assets of the Company in current financial year. The Company has recognizeddiscrepancies/differences in the verification of Fixed Assets.

(c) The title deeds of immovable properties as disclosed in Note 4 on fixed assets tothe financial statements are held in the name of the Company

ii. The Company was maintaining proper records of inventory however after closure ofmanufacturing activity there are no records required to be maintained as there were noactivity accordingly there is no question of any discrepancies to be reported. Howeverthe Company has not considered the impairment aspect for the carrying value of stockwhich are old and obsolete.

iii. The Company has not granted any loans to parties covered in the registermaintained under Section 189 of the Act. There are no firms /LLPs/ other parties coveredin the register maintained under Section 189 of the Act hence para 3(iii) of the order isnot applicable to the company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified. The old deposits have been paid except deposits of Rs. 195000/-which is underlitigation since long.

vi. Pursuant to the rules made by the Central Government of India the Company is notrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products. Since there are no manufacturing activities since AugustRs. 2008 theCompany has not maintained the same.

vii. (a) The statutory liabilities are restructured and deferred as per thecomprehensive rehabilitation scheme approved by the BIFR however various statutoryagencies are in process of granting their sanction as per said scheme for deferment andsettlement of said liabilities. Hence we are reporting the Undisputed Statutory dueswhich is subject to confirmation from respective departments and shown as per the ledgeraccount including provident fund Employee's State Insurance Income tax Sales taxCustom duty Excise duty cess and other statutory dues with appropriate authorities fora period more than six months from the date they became payable which are as under;

SR. NO. STATUTORY DUES AMOUNT (in Rs. )
a. Sales Tax/VAT & interest thereon 189340497.00
b. Custom Duty 68596547.00
c. Interest on excise duty 68727273.00
d. Income Tax/TDS/Wealth Tax/FBT 354277.00
e. Provident Fund interest 17073812.00
f. Employee's State Insurance interest 15218488.00
g. Water Tax & interest thereon 161145144.00
h. Textile Committee Cess 636223.00
i. Water Cess (Gujarat Pollution Control Board) 834775.00
j. Electricity Duty (Power plant) 167801202.00
k. BSE Listing fees 759796.00
l. Surat Municipal Corporation 19452011.00
m. Revenue Tax - Mamlatdar Surat 13059558.00

Note:

The said statutory dues are given as per the information and records produced beforeus. The company has received various notices from E.S.I. Provident fund offices etcclaiming penal interest damages and penalty for delay in deposit of their dues which isnot ascertainable hence it is not provided in the books.

(b) According to the information and explanation given to us the company has disputeddues of Excise duties which are given below.

SR. NO. NAME OF STATUE NATURE OF DUES AMOUNT (') PERIOD TO WHICH THE AMOUNT RELATES FORUM WHERE DISPUTE IS PENDING
1. Central Excise Act 1944 Excise Duty 1397249/- 1994-1995 Tribunal (CESTAT)
2. Central Excise Act 1944 Excise Duty 2189465/- 1996-1997 Tribunal (CESTAT)
3. Central Excise Act 1944 Excise Duty 101467/- 1998-1999 Tribunal (CESTAT)
4. Central Excise Act 1944 Excise Duty 181248/- 2006-2008 Asst. Commissioner Central Excise
8500/- 2008-2009
5. Central Excise Act 1944 Excise Duty 442428525/- 2006-2008 Tribunal (CESTAT)
6. Central Excise Act 1944 Service Tax 1045703/- 2005-2006 CERA Audit

Note:

1. Company have requested to BIFR for waiver of duty Interest penalty and fine andalso refund of Rs. 70 lakhs along with case law related to above Item number 4 & 5. Itis also mentioned in MDRS circulated dated 13th October 2015.

2. In the matter of Item No. 5 CESTAT has ordered to deposit the amount of Rs. 25lakhs and company had deposited the same amount and final order is awaited.

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government or dues to debenture holders as at thebalance sheet date.

ix. In our opinion and according to the information and explanations given to us thelong term & short term loan taken from the investor have been applied for the purposesfor which they were obtained.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. There is no managerial remuneration payable during the year.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has not entered into transactions with related parties in compliancewith the provisions of Sections 177 and 188 of the Act. Hence the details of such relatedparty transactions are not required to be disclosed in the financial statements asrequired by the applicable Ind AS.

xiv. According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partiallyconvertible debentures during the year. Accordingly reporting under this clause is notapplicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Kansariwala & Chevli
Chartered Accountants
(FRN 123689W)
Date: 30th May 2019 A. H. Chevli
Place: Surat Partner
Membership No. 038259

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

Report on the internal financial controls under clause (i) of subsection 3 of section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of The BarodaRayon Corporation Limited ("the Company") as of March 31 2019 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone Ind AS financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing as specified under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting with reference to these standalone Ind AS financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone Ind AS financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standaloneInd AS financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

(1) Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

Subject to our qualification & other comments of our main report & variouscomments regarding closure of operation & loss of key personnel in our opinion theCompany has in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2019 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

For Kansariwala & Chevli
Chartered Accountants
(FRN 123689W)
Date: 30th May 2019 A. H. Chevli
Place: Surat Partner
Membership No. 038259