We have audited the accompanying financial statements of The Ruby Mills Limited (“the Company”), which comprisethe balance sheet as at March 31, 2025, the statement of Profit and Loss (including Other comprehensive Income),statement of changes in equity and statement of cash flows for the year then ended and notes to the financialstatements, including a summary of material accounting policies and other explanatory information (hereinafterreferred to as “ Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so requiredand give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and theaccounting principles generally accepted in India, of the state of affairs of the Company (financial position) as atMarch 31, 2025, the profit and total Comprehensive Income (financial performance), 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) ofthe Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder,and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our auditof the financial statements of the current period. These matters were addressed in the context of our auditof the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separateopinion on these matters. We have determined the matters described below to be the key audit matters to becommunicated in our report
S r .No.
Key Audit Matters
How the matter was addressed in our audit
Information Technology (IT) Systems and controlsover financial reporting.
Our audit procedures included the following:
- Performing a walk-through of the new ERPsystem for the processes for which it wasimplemented;
- Assessment of design and implementationof the Company's control over the differentIT systems especially those related tofinancial reporting;
- Evaluated the operating effectiveness of ITgeneral controls, including the existence,completeness on an audit trail (edit log),over program development and changes,access to program and data and IToperations;
- Assessment of manual controls whereverimplemented for proper financialaccounting and reporting;
- Performed inquiry procedures with the ITteam of the Company in respect of theoverall security architecture and any keythreats addressed by the Company in thecurrent year;
- Evaluated the operating effectiveness of ITapplication controls in the key processesimpacting financial reporting of theCompany;
- Assessed the operating effectiveness ofcontrols relating to data transmissionthrough the different IT systems to thefinancial reporting systems;
- Extending scope of our substantive auditprocedures, wherever manual controlsare being used to integrate the various ITsystems which affect financial reporting.
During the FY 2022-23 Company has migrated toa new Enterprise Resource Planning (ERP) systemfor some of its processes. The Company, thus, usesdifferent IT systems for different functions andprocesses;
Financial accounting and reporting systems arefundamentally reliant on IT systems and IT controls,including the existence, completeness on an audittrail (edit log), to process significant transactionvolumes, specifically with respect to revenue and rawmaterial consumption. Also, due to large transactionvolumes and the increasing challenge to protect theintegrity of the Company's systems and data, cybersecurity has become more significant;
Since the new ERP system is not fully implemented,manual intervention is also required for financialaccounting and reporting for which proper controlis required;
Automated accounting procedures and ITenvironment controls, which include IT governance,IT general controls over program developmentand changes, access to program and data and IToperations, IT application controls and interfacesbetween IT applications are required to be designedand to operate effectively to ensure accuratefinancial reporting;
Therefore, IT system and controls over financialreporting is identified as a KAM.
2
Development agreement
In an earlier year, the Company entered into aDevelopment Agreement (“DA”) with a developerwhereby the Company granted the developmentrights to develop a Tower (“Development Rights”)on 12,204 square meters out of its Freehold Landat Dadar;
We identified DA as a KAM since:
As per the DA, cost of construction incurred by theCompany for the development of property coveredunder the DA agreement is reimbursed by developer.The Company has incurred huge amount of expenses(Including Finance Cost)and borrowings for theConstruction of the property which has resulted inthe significant amount receivable from the developer;
Audit procedures followed by us include:
• Understanding of the arrangement entered forDevelopment of the property and of variousterms of DA and amendments thereto;
• Co-relation of terms of DA with entries madein the books of account by the Company foraccounting of income and amounts receivablefrom the developer;
• Review of procedures followed / steps takenby the Company / developer for obtainingapproval from the competent authorities;
• Review of legal opinion/s taken by the Companyand decision taken on that basis or managementjudgements / estimates for outcome of disputesarising on account of DA;
The Company's management and Board of Directors are responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Director's Report
The amount receivable from the developerrepresents a significant portion of the total assets ofthe Company;
Recoverability of the said amount is based onmarket demand since Occupancy Certificate (OC)for all floors was received only in FY 2021-22;andalsosuccessful settlement and closure of the DA.
Refer Note No. 13 and 21 to the accompanyingfinancial statements.
• Obtaining of balance confirmation fromdeveloper at each period end / year end;
• Assessment of recoverability of outstandingamount from developer based on:
• Valuation determined by the managementbased on the market trend and most recent saletransaction for the sale of property; and
• Sharing arrangement entered between theCompany and developer for sharing of grossrevenue arising from the property/ Towercovered under DA.
3
Litigations, Provisions and Contingent Liabilities
The Company has various pending litigations whichinclude litigation on account of Income Tax, IndirectTaxes, real estate and related activities, FEMA etc.the outcome of which is uncertain and requiressignificant judgement;
Refer NoteNo. 35 and 57(a) to the accompanyingfinancial statements
• Obtaining from the management, details ofmatter under dispute including ongoing andcompleted litigations and outstanding demandsfor the year endedMarch 31, 2025;
• Evaluation and testing of the design of internalcontrols followed by the Company relating tolitigations, open tax positions for direct andindirect taxes and other matters and processfollowed to decide provisioning for the saidliabilities or disclosure as Contingent Liabilities;
• Reading orders, key correspondence, externallegal opinions / consultations by managementfor key legal disputes;
• Discussing with appropriate senior managementand evaluating management's underlying keyassumptions in estimating the likely demand/possible outcome of the various litigations.
The Company's management and Board of Directors are responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Director's Reportincluding Annexures to Director's Report, Corporate Governance Report, but does not include the financialstatements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we will not express any formof assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other informationidentified above when it becomes available and, in doing so, consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwiseappears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement therein, we arerequired to communicate the matter to those charged with governance. We have nothing to report in thisregard.
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respectto the preparation of these financial statements that give a true and fair view of the financial position, financialperformance, total comprehensive income, changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India, including the accounting Standards specified under Section133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management and Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless Board of Directors either intends to liquidate the Company orto 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.
1. 1. Our objectives are to obtain reasonable assurance about whether the financial statements as awholearefree from material misstatement, whether due to fraud or error, and to issue an auditor's reportthatincludes our opinion
Reasonable assurance is a high level of assurance but is not aguaranteethat an audit conducted inaccordance with SAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individually or in aggregate, they could reasonably beexpected to influence the economic decisions of users taken on the basis of these financial statements..
2. 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 financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidencethat is sufficient and appropriate 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 fraud may involvecollusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• Obtain an understanding of internal financial control relevant to the audit in order to design auditprocedures 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 internalfinancial controls with reference to financial statements in place and the operating effectiveness ofsuch 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 accountingand, 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. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's reportto the related disclosures in the financial statements or, if such disclosures are inadequate, to modifyour 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 as a goingconcern;
• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events ina manner that achieves fair presentation
Materiality is the magnitude of misstatements in the Financial Statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of theFinancial Statements may be influenced. We consider quantitative materiality and qualitative factors in(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluatethe effect of any identified misstatements in the Financial Statements;
3. We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internalcontrol that we identify during our audit.
4. We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
5. From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period and are thereforethe key audit matters. 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 determine that a mattershould not be communicated in our report because the adverse consequences of doing so would reasonablybe 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 terms of sub-section (11) of section 143 of the Companies Act, 2013, we give inthe 'Annexure A', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable.
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 except for the matters stated in paragraph 2(g)(vi)below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, theStatement of Changes in Equity, and the Statement of Cash Flow dealt with by this Report are inagreement with the books of account;
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act read with Companies (Indian Accounting Standard) 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 of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to financial statementsof the Company and the operating effectiveness of such controls, refer to our separate Report in“Annexure B”. Our report expresses modified opinion on the adequacy and operating effectiveness ofthe Company's internal financial controls with reference to financial statements;
(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, as amended, in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements - Refer Note56(a) to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses;
iii. The Company has not transferred a sum of Rs. 1,50,511 towards unclaimed dividend for theFinancialYear 2016-2017, as required to be transferred, to the Investor Education and ProtectionFund by the Company. Based on information and explanation provided by the management thesaid delay is due to a technical issue on Website of Ministry of Corporate Affairs.
iv. a) The management has represented that, to the best of its' knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premiumor any other sources or kind of funds) by the Company to or in any other person or entity,including foreign entities (“Intermediaries”), with the understanding, whether recorded inwriting or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries;
b) The management has represented, that, to the best of its' knowledge and belief, no funds havebeen received by the Company from any person or entity, including foreign entities (“FundingParties”), with the understanding, whether recorded in writing or otherwise, that the Companyshall, whether, directly or indirectly, lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provideany guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on such audit procedures that we have considered reasonable and appropriate inthe circumstances; nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e) as provided under a) and b) above,contain any material misstatement.
v. The Final dividend paid during the year in the previous year, declared and paid by the Company duringthe year is in accordance with Section 123 of the Act, as applicable
As stated in Note No.24.2 of the financial statements, the Board of Directors of the Company haveproposed final dividend for the year which is subject to the approval of the members at the ensuingAnnual General Meeting. The amount of dividend proposed is in accordance with section 123 of theAct, as applicable.
vi. The reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014 is applicable fromApril 01, 2023.
As per the requirements of rule 3(1) of the Companies (Accounts Rules 2014)& based on our examination,which included test checks,except in the inventory module,the Company uses accounting software formaintaining its books of account for the financial year ended March 31,2025, which has a feature ofrecording audit trail (edit log) facility and same has been operated throughout the yearfor all relevanttransactions recorded in the software. This feature of recording audit trail has operated throughout theyear except for changes made through specific access and for direct database changes. Further, duringthe course of our audit we did not come across any instance of the audit trail feature being tamperedwith:
As required under proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 and based on ourexamination which included test checks except in case of inventory module the company has preservedthe audit trial (edit logs) for the transactions recorded during the financial year 2024-25.
3. With respect to the matter to be included in the Auditors' Report under Section 197(16) of the Act:
In our opinion and to the best of our information and according to the explanations given to us, theremuneration paid by the Company to its directors during the year is in accordance with the provisionsof section 197 of the Act.
Chartered Accountants
Firm Registration No.101961W/W-100036
Rajesh Mody Place : Mumbai
Partner Dated : 26th May, 2025
Membership No. 047501
UDIN: 25047501BMUKVJ5569