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AUDITOR'S REPORT

Ruby Mills Ltd.

You can view full text of the latest Auditor's Report for the company.
Market Cap. (₹) 753.60 Cr. P/BV 1.24 Book Value (₹) 181.29
52 Week High/Low (₹) 324/172 FV/ML 5/1 P/E(X) 17.81
Bookclosure 04/09/2025 EPS (₹) 12.65 Div Yield (%) 0.78
Year End :2025-03 

We have audited the accompanying financial statements of The Ruby Mills Limited (“the Company”), which comprise
the 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 financial
statements, including a summary of material accounting policies and other explanatory information (hereinafter
referred to as “ Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and the
accounting principles generally accepted in India, of the state of affairs of the Company (financial position) as at
March 31, 2025, the profit and total Comprehensive Income (financial performance), changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

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 for the
Audit of the Financial Statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the 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 of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report

S r .
No.

Key Audit Matters

How the matter was addressed in our audit

Information Technology (IT) Systems and controls
over financial reporting.

Our audit procedures included the following:

- Performing a walk-through of the new ERP
system for the processes for which it was
implemented;

- Assessment of design and implementation
of the Company's control over the different
IT systems especially those related to
financial reporting;

- Evaluated the operating effectiveness of IT
general controls, including the existence,
completeness on an audit trail (edit log),
over program development and changes,
access to program and data and IT
operations;

- Assessment of manual controls wherever
implemented for proper financial
accounting and reporting;

- Performed inquiry procedures with the IT
team of the Company in respect of the
overall security architecture and any key
threats addressed by the Company in the
current year;

- Evaluated the operating effectiveness of IT
application controls in the key processes
impacting financial reporting of the
Company;

- Assessed the operating effectiveness of
controls relating to data transmission
through the different IT systems to the
financial reporting systems;

- Extending scope of our substantive audit
procedures, wherever manual controls
are being used to integrate the various IT
systems which affect financial reporting.

During the FY 2022-23 Company has migrated to
a new Enterprise Resource Planning (ERP) system
for some of its processes. The Company, thus, uses
different IT systems for different functions and
processes;

Financial accounting and reporting systems are
fundamentally reliant on IT systems and IT controls,
including the existence, completeness on an audit
trail (edit log), to process significant transaction
volumes, specifically with respect to revenue and raw
material consumption. Also, due to large transaction
volumes and the increasing challenge to protect the
integrity of the Company's systems and data, cyber
security has become more significant;

Since the new ERP system is not fully implemented,
manual intervention is also required for financial
accounting and reporting for which proper control
is required;

Automated accounting procedures and IT
environment controls, which include IT governance,
IT general controls over program development
and changes, access to program and data and IT
operations, IT application controls and interfaces
between IT applications are required to be designed
and to operate effectively to ensure accurate
financial reporting;

Therefore, IT system and controls over financial
reporting is identified as a KAM.

2

Development agreement

In an earlier year, the Company entered into a
Development Agreement (“DA”) with a developer
whereby the Company granted the development
rights to develop a Tower (“Development Rights”)
on 12,204 square meters out of its Freehold Land
at Dadar;

We identified DA as a KAM since:

As per the DA, cost of construction incurred by the
Company for the development of property covered
under the DA agreement is reimbursed by developer.
The Company has incurred huge amount of expenses
(Including Finance Cost)and borrowings for the
Construction of the property which has resulted in
the significant amount receivable from the developer;

Audit procedures followed by us include:

• Understanding of the arrangement entered for
Development of the property and of various
terms of DA and amendments thereto;

• Co-relation of terms of DA with entries made
in the books of account by the Company for
accounting of income and amounts receivable
from the developer;

• Review of procedures followed / steps taken
by the Company / developer for obtaining
approval from the competent authorities;

• Review of legal opinion/s taken by the Company
and decision taken on that basis or management
judgements / estimates for outcome of disputes
arising on account of DA;

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company's management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Management Discussion and Analysis, Director's Report

The amount receivable from the developer
represents a significant portion of the total assets of
the Company;

Recoverability of the said amount is based on
market demand since Occupancy Certificate (OC)
for all floors was received only in FY 2021-22;and
alsosuccessful settlement and closure of the DA.

Refer Note No. 13 and 21 to the accompanying
financial statements.

• Obtaining of balance confirmation from
developer at each period end / year end;

• Assessment of recoverability of outstanding
amount from developer based on:

• Valuation determined by the management
based on the market trend and most recent sale
transaction for the sale of property; and

• Sharing arrangement entered between the
Company and developer for sharing of gross
revenue arising from the property/ Tower
covered under DA.

3

Litigations, Provisions and Contingent Liabilities

The Company has various pending litigations which
include litigation on account of Income Tax, Indirect
Taxes, real estate and related activities, FEMA etc.
the outcome of which is uncertain and requires
significant judgement;

Refer NoteNo. 35 and 57(a) to the accompanying
financial statements

Audit procedures followed by us include:

• Obtaining from the management, details of
matter under dispute including ongoing and
completed litigations and outstanding demands
for the year endedMarch 31, 2025;

• Evaluation and testing of the design of internal
controls followed by the Company relating to
litigations, open tax positions for direct and
indirect taxes and other matters and process
followed to decide provisioning for the said
liabilities or disclosure as Contingent Liabilities;

• Reading orders, key correspondence, external
legal opinions / consultations by management
for key legal disputes;

• Discussing with appropriate senior management
and evaluating management's underlying key
assumptions in estimating the likely demand/
possible outcome of the various litigations.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company's management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Management Discussion and Analysis, Director's Report
including Annexures to Director's Report, Corporate Governance Report, but does not include the financial
statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we will not express any form
of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance. We have nothing to report in this
regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect
to the preparation of these financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the accounting Standards specified under Section
133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or
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.

Auditor’s Responsibilities for the Audit of the Financial Statements

1. 1. Our objectives are to obtain reasonable assurance about whether the financial statements as a
wholearefree 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 aguaranteethat an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected 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 professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act,
2013, we are also responsible for expressing our opinion on whether the company has adequate internal
financial controls with reference to financial statements in place and the operating effectiveness of
such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;

• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report
to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to continue as a going
concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
Financial 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 evaluate
the effect of any identified misstatements in the Financial Statements;

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

4. We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

5. From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in
the 'Annexure A', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

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 knowledge
and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books 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, the
Statement of Changes in Equity, and the Statement of Cash Flow dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under
Section 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 on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being
appointed 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 statements
of 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 of
the 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 of
the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial
statements - Refer Note56(a) to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses;

iii. The Company has not transferred a sum of Rs. 1,50,511 towards unclaimed dividend for the
FinancialYear 2016-2017, as required to be transferred, to the Investor Education and Protection
Fund by the Company. Based on information and explanation provided by the management the
said 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 premium
or 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 in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other 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 Ultimate
Beneficiaries;

b) The management has represented, that, to the best of its' knowledge and belief, no funds have
been received by the Company from any person or entity, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on such audit procedures that we have considered reasonable and appropriate in
the circumstances; nothing has come to our notice that has caused us to believe that the
representations 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 during
the 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 have
proposed final dividend for the year which is subject to the approval of the members at the ensuing
Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the
Act, as applicable.

vi. The reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014 is applicable from
April 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 for
maintaining its books of account for the financial year ended March 31,2025, which has a feature of
recording audit trail (edit log) facility and same has been operated throughout the yearfor all relevant
transactions recorded in the software. This feature of recording audit trail has operated throughout the
year except for changes made through specific access and for direct database changes. Further, during
the course of our audit we did not come across any instance of the audit trail feature being tampered
with:

As required under proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 and based on our
examination which included test checks except in case of inventory module the company has preserved
the 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, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions
of section 197 of the Act.

For C N K & Associates LLP

Chartered Accountants

Firm Registration No.101961W/W-100036

Rajesh Mody Place : Mumbai

Partner Dated : 26th May, 2025

Membership No. 047501

UDIN: 25047501BMUKVJ5569

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