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|
|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|
TO THE MEMBERS OF THE BARODA RAYON CORPORATION LIMITED Report on the Audit of theStandalone Financial Statements
We have audited the accompanying standalone financial statements of The Baroda RayonCorporation Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2020 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 2020 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Qualified Opinion
(i) Attention is drawn to Note 29 to the Standalone financial statements regarding nonprovision of interest for ` 4918948116/- of overdue debts availed under theModified Draft Restructuring Scheme (MDRS) till March 2020. No provision for interest hasbeen made in the statement of profit & loss for overdue loans availed in ModifiedDraft Rehabilitation Scheme (MDRS) for ` 2284818175/- hence there isunderstatement of reported loss and accumulated losses. Owing to the pending legal casesthe Company could not liquidate the asset and repay the mentioned loan amount as perstipulation which has become overdue.
(ii) Employee Union had filed the litigation for recovery of their total dues againstthe Company at Gujarat High Court. The Company had referred the said matter with Hon'bleBIFR for 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 18 ofthe Sick Industrial Companies (Special Provisions) Act 1985 shall be deemed to be anapproved resolution plan under sub-section (1) 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.
(iii) According to Ind AS-19 related to employees benefits the company has not givenany effect of gratuity liabilities as per actuarial valuation hence the effect ofgratuity expenses as per Ind AS-19 is not reported in other comprehensive income. As perinformation provided by the company its operational activities are standstill sinceAug'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. However the Company has started the process of settlement ofemployee dues and out of the total employee's dues most of the retired employees claimshas been settled.
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 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') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the 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.
Emphasis of matter
i) The balances for Sundry Debtors Sundry creditors loans & advances bankbalances statutory and other liabilities as on 31st March 2020 are subject toconfirmation. The figures reported in the financial statement are as per the ledgeraccount.
ii) The Company has applied the rate of depreciation on the basis of residual value ofthe fixed assets as contemplated in Schedule II of Companies Act' 2013 as the entirefixed assets register have been updated with physical verification. As all the plants arevery old the useful life of assets are completed as per the years mentioned in theSchedule II of the Companies Act' 2013.
iii) We draw attention to Note 32 of the accompanying standalone financial results asregards the management's evaluation of uncertainties related to COVID-19 and itsconsequential effects on the carrying value of the assets as at March 31 2020 andoperations of the Company. Our opinion is not modified in respect of this matter.
iv) We draw attention to Note 33 of the accompanying standalone financial results asregards to the exceptional item of ` 205764926/- comprises of `68727273/- towards waiver of interest and penalty of excise duty which was waived bythe government vide order dated 29th February 2020 under Sabka Vishwas Scheme 2019 and `137037653/- towards waiver of interest and penalty of Gujarat Sales tax which waswaived by the government vide order dated 15th February 2020 under Vera Samadhan Yojana2019.
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 August' 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.
Information Other than the Standalone Financial Statements and Auditors' Report Thereon
The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises of Management Reports such as Board's ReportManagement Discussion and Analysis Corporate Governance Report and BusinessResponsibility Report (but does not include the Standalone Financial Statements and ourAuditors' Report thereon) which we obtained prior to the date of this Auditor's Reportand the remaining section of the Company's Annual Report which are expected to be madeavailable to us after that date.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.
If based on the work we have performed on the other information that we obtained priorto the date of this Auditor's Report we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.
When we read the other sections of Annual Report (other than those mentioned above) ifwe conclude that there is a material misstatement therein we are required to communicatethe matter to those charged with governance and take necessary actions as applicableunder the applicable laws and regulations.
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 judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standaloneInd AS financial statements whether due to fraud or error design and perform auditprocedures 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 materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany'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 therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.
Evaluate the overall presentation structure and content of thestandalone Ind AS financial statements including the disclosures and whether thestandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves 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 2020 and are therefore the key auditmatters.
We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("theOrder'') issued by the Central Government of India in exercise of powers conferred bysub-section 11 of section 143 of the Act and on the basis of such checks of books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us we give in the "Annexure-A" attached hereto ourcomments on the matters 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 2020 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2020 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 23 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.
Annexure A to the Independent Auditors' Report on Ind AS Financial Statements for theyear ended 31st March 2020.
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 2020 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 hasrecognized discrepancies/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 aftersuspension of manufacturing activity there are no records required to be maintained asthere were no activity accordingly there is no question of any discrepancies to bereported. However the Company has not considered the impairment aspect for the carryingvalue of stock which 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 ` 195000/- which isunder litigation 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 August' 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 Custom dutycess and other statutory dues with appropriate authorities for a period more than sixmonths from the date they became payable which are as under;
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.
1. Company have requested to BIFR for waiver of duty Interest penalty and fine andalso refund of ` 70 lakhs along with case law related to above Item number 1. It isalso mentioned in MDRS circulated dated 13th October 2015.
2. In the matter of Item No. 1 CESTAT has ordered to deposit the amount of ` 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 the balance 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.
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 2020 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.
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.
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 2020 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.
We also have audited in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India as specified under Section 143(10) of theAct the standalone financial statements of the Company which comprise the Balance Sheetas at March 31 2020 and the related Statement of Profit and Loss Cash Flow Statementand Statement of Changes in Equity for the year then ended and a summary of significantaccounting policies and other explanatory information and our report dated June 30 2020expressed a qualified opinion.