We have audited the accompanying standalone financial statements of The Baroda Rayon Corporation 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 CashFlows for the year ended on that date, notes to financial statements and the significant accounting policies andother explanatory information (hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in themanner so required and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act 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 theCompany as at March 31, 2025, its Profit and total comprehensive income, changes in equity and its cashflows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10)of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities forthe Audit of the Financial Statements section of our report. We are independent of the Company in accordancewith the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with theethical requirements that are relevant to our audit of the financial statements under the provisions of the Actand the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
(i) We draw attention to Note 35 of accompanying standalone financial statements, some of the strategicinvestors were supposed to introduce funds under rehabilitation scheme sanctioned by Board forIndustrial and Financial Reconstruction (BIFR), however the said investors could not introduce funds asper stipulation. Consequently, Company’s rehabilitation process delayed and Company has forfeitedamount received from strategic investors for ?856.98 lakhs. Further, ?275.48 lakhs have been written offfor liabilities no longer payable. These amounts are treated under exceptional items of accompanyingstandalone financial statements.
(ii) We draw attention to Note 30 of accompanying standalone financial statements, as per the Modified DraftRehabilitation Scheme (MDRS) the company had availed secured loans from strategic investorsamounting to ? 6321.87 lakhs which was overdue. However, during the year under review the said debtswere settled by way of Debt Settlement Agreement dated March 08, 2025. Further as per MDRS, thecompany had also availed unsecured loans from various lenders for which the company has negotiatedand reached an agreement with the lenders to settle the amount of loans in the subsequent financialyear.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe financial statements of the current period. These matters were addressed in the context of our audit of thefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinionon these matters.
The Key Audit Matter How the matter was addressed in our audit
Revenue recognition for real estate projects (as described in note 3.2(a) of the Notes to financialstatements)
The Company applies Ind AS 115 'Revenue fromcontracts with customers' for recognition of revenuefrom real estate projects, which is being recognised ata point in time upon the Company satisfying itsperformance obligation and the customer obtainingcontrol of the underlying asset. Consideringapplication of Ind AS 115 involves significantjudgement in identifying performance obligations anddetermining when 'control' of the asset underlying theperformance obligation is transferred to the customer,the same has been considered as key audit matter.
Our audit procedures included:
• Read the Company's revenue recognitionaccounting policies and assessed compliance of thepolicies with Ind AS 115;
• Obtained and understood revenue recognitionprocess including identification of performanceobligations and determination of transfer of control ofthe asset underlying the performance obligation to thecustomer;
• Read the legal opinion obtained by the Company todetermine the point in time at which the control istransferred in accordance with the underlyingagreements;
• Tested, revenue related transactions with theunderlying customer contracts and documentsevidencing the transfer of control of the assets to thecustomer based on which revenue is recognized;
• Assessed that the performance obligation issatisfied by the Company.
Pending Litigations (as described in note 27 of the standalone financial statements)
As on 31st March, 2025, the Company has recognisedpending litigation and wage settlement to the extent itis crystallised.
Considering the materiality of the amounts involved,the significant management judgement required inestimating various liabilities being inherentlysubjective, this matter has been identified as a keyaudit matter for the current year audit.
Our audit procedures included the following:
• Obtained an understanding of management'sprocess and evaluated design and tested operatingeffectiveness of controls around identification ofindicators of various pending litigations under Ind AS.
• Financial liabilities at fair value through profit or lossinclude financial liabilities held for trading anddesignated upon initial recognition as at fair valuethrough profit or loss.
Inventory Valuation
Refer Note 3.2(e) to the standalone financialstatements which includes the accounting policiesfollowed by the Company for valuation of inventory.The Company's inventory comprises of ongoing andcompleted real estate projects. As at 31st March 2025,the carrying values of inventories amounts to60891.10 lakhs. The inventories are carried at thelower of the cost and net realizable value ('NRV').
The determination of the NRV involves estimatesbased on prevailing market conditions, current pricesand expected date of commencement and completionof the project, the estimated future selling price, costto complete projects and selling costs.
Considering significance of the amount of carryingvalue of inventories in the standalone financialstatements and the involvement of significantestimation and judgement in such assessment ofNRV, the same has been considered as key auditmatter.
Our audit procedures/ tested included, among others:
• Read and evaluated the accounting policies anddisclosures made in the standalone financialstatements with respect to inventories;
• Understood and reviewed the management'sp r o c e s s and methodology of using key assumptionsfor determination of NRV of the inventories;
• Tested the NRV of the inventories to its carryingvalue in books on sample basis; and
• Where the Company involved specialists to performvaluations, we also performed the followingprocedures:
• Obtained and read the valuation report usedby the management for determining theNRV;
• Considered the independence, competenceand objectivity of the specialist involved indetermination of valuation; and
• Involved internal specialists to review theassumptions used by the management'sexperts.
The Company's Management and Board of Directors are responsible for the other information. The otherinformation comprises of Management Reports such as Board's Report, Management Discussion andAnalysis, Corporate Governance Report and Business Responsibility Report (but does not include theStandalone Financial Statements and our Auditors' Report thereon) which we obtained prior to the date of thisAuditor's Report, and 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 information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
If, based on the work we have performed on the other information that we obtained prior to the date of thisAuditor's Report, we conclude that there is a material misstatement of this other information, we are required toreport that fact. We have nothing to report in this regard.
When we read the other sections of Annual Report (other than those mentioned above), if we conclude thatthere is a material misstatement therein, we are required to communicate the matter to those charged withgovernance and take necessary actions, as applicable under the applicable laws and regulations.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone Ind AS financial statements that give a true and fair view of thefinancial position, financial performance including other comprehensive income, cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted in India, including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and the design,implementation and maintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the standalone Ind AS financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unless management either intends to liquidate the Companyor to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statementsas a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit 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 thesestandalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements,whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraudmay involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates 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 orconditions that may cast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty 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, to modify ouropinion. 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 standalone Ind AS financial statements,including the disclosures, and whether the standalone Ind AS financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay 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 ofmost significance in the audit of the standalone Ind AS financial statements for the financial year ended March31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matter or when, in extremely rare circumstances, wedetermine that 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 such communication.
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order'') issued by the CentralGovernment of India, in exercise of powers conferred by sub-section 11 of section 143 of the Act, and onthe basis of such checks of books and records of the Company as we considered appropriate andaccording to the information and explanations 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 best of our knowledgeand 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 asit appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, Statement of Changes in Equity and the CashFlow Statement dealt with by this Report are in agreement with the books of account.
(d) Except for the possible effects of the matter described in Emphasis of matter Paragraph, In ouropinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of theAct, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
(e) On the basis of the written representations received from the directors as on March 31, 2025 taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from beingappointed as a director in terms section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate report in “Annexure-B”.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its financialstatements (Refer Note 27 to the financial statements).
(ii) The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses; and
(iii) There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.
(iv) (a) The management has represented that, to the best of it's knowledge and belief, no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the company to or in any other person or entity, including foreignentities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, thatthe Intermediary shall, whether, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its knowledge and belief, no funds havebeen received by the Company from any person(s) or entity(ies), including foreign entities(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that theCompany shall, whether, directly or indirectly, lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures that we considered reasonable and appropriate in thecircumstances, nothing has come our notice that has caused us to believe that the representationsunder sub-clause (a) and (b) above contain any material mis-statement
(v) Based on our examination which included test checks -
a) The Company uses accounting software for maintaining its books of account which has afeature of recording audit trail (edit log) facility and the same has operated throughout the year forall relevant transactions recorded in the software. Further, during the course of our audit we didnot come across any instance of audit trail feature being tampered with and
b) The Company has used Tally Prime software service provider, for maintaining its books ofaccount which has a feature of recording audit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recorded in the software except that in theabsence of sufficient information, we are unable to comment on whether audit trail feature of theunderlying database of the said software was enabled and operated throughout the year. Further,during the course of our audit we did not come across any instance of audit trail feature beingtampered with in respect of Tally Prime.
For Kansariwala & ChevliChartered Accountants(FRN 123689W)
Place: Surat Partner
Membership No. 038259UDIN - 25038259BMIFJN9301