We have audited the accompanying standalone financial statements of Ballarpur Industries Limited (“the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and a summary of material accounting policies, notes forming part of financial statements and other explanatory information (hereinafter referred to as "the SFS”).
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid SFS 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, find AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its loss (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.
Basis for Qualified Opinion
1. The National Stock Exchange of India Limited (NSE) & Bombay Stock Exchange of India (BSE) Ltd have imposed fines on the Company towards the delays in compliance pertaining to various regulations under the Listing Regulations. According to the Listing Regulations, a penalty of Rs. 5,000 per day per stock exchange is imposed for non¬ adoption of financial results. The company has filed an Interlocutory Application (IA) before the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench seeking an extension/exemption for statutory filings which includes the quarterly and yearly financial statements for the period ended March 31,2025. The aforesaid IA is currently pending with the NCLT for which the Company is hopeful of obtaining relief. Given that the non¬ compliance is ongoing and the matter is sub judge, the Company has not made any provision in the books of accounts towards the said penalties, as the amount is currently not ascertainable. Hence, we are not able to state the impact of the same on the total comprehensive loss and the reserves and surplus for the year ended March 31,2025. Our
conclusion/opinion was also modified in respect of this matter for the quarter ended June 30,2024, March 31,2024, September 30,2024 and December 31, 2024.
Material Uncertainty Relating to Going Concern
The accompanying SFS have been prepared on the going concern basis considering that the New Management has taken over the control and operations of the Company and there has been substantial funds infusion by them to settle the dues of the financial and operational creditors as per the resolution plan being implemented by them. They have been infusing further funds for the capex activities for reviving the operations of the factory and to restart manufacturing soon. Recruitments have been done at senior posts at different functions. These actions of the new management indicate their intention to revive the Company and generate cash flows in the future.
Our opinion is not modified in respect of this matter.
Emphasis of Matter Paragraph
1. We invite attention to Note No. 10(b)of the SFS stating that the company has 2 Dividend Warrant accounts carrying aggregate balances of Rs. 16.24 lakhs as at March 31, 2025. As per Clause (6) of section 124 of the Companies Act,2013, the entire amount in these accounts is required to be transferred to the Investor Education and Protection Fund (IEPF), since a period of ten years has lapsed. However, the transfer could not be affected due to the Company’s inability to trace the requisite investor details, which have not been provided by the Resolution Professional or the erstwhile management. The current management of the Company is in the process of taking appropriate steps to retrieve the necessary information to facilitate the transfer to the IEPF.
2. We invite attention to Note No.32 of the SFS stating that the management of the Company has revalued its land located at Jagadhari District Yamunanagar, Haryana and based on the revised assessment as per the current market conditions, an impairment of Rs. 1,244.73 Lakhs has been carried out, which has been shown as exceptional item.
3. We invite attention to Note No. 34 of the SFS stating that the Non-Current Assets amounting to Rs.49,509.02 Lakhs have been classified as held for sale. As per IND AS 105- Non-Current Assets Held for Sale and Discontinued Operations, such classification is permitted when the sale is highly probable and expected to be completed within one year. The assets have been classified as held for sale for over one year, and Management is taking actions towards their sale. The sale is probable and anticipated to be completed soon. According to the Resolution Plan, Management is actively pursuing the sale of these assets; therefore, they remain classified as Non-Current Assets held for Sale.
Our opinion is not modified in respect of the above matters.
Information other than the SFS and auditor’s report thereon
The Company’s management and Board of Directors is responsible for the other information. The other information comprises the information included in the Board’s Report including Annexures to the Board’s Report and Director’s Report. The Board report and Director’s report is expected to be made available to us after the date of this audit report.
Our opinion on the financial statements does not cover the other information and we do 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 of this other information, we are required to communicate the matter to those charged with governance as required under SA 720 The Auditors responsibilities relating to other information’ and take necessary actions, as applicable under the relevant laws and regulations.
We have nothing to report in this regard.
Managements and Board of Directors responsibility for the SFS
In accordance with the Insolvency & Bankruptcy Code, 2016 the Hon'ble National Company Law Tribunal, Mumbai ("NCLT”) on January 17 2020, admitted Corporate Insolvency Resolution Process application against the Company and appointed an Interim Resolution Professional. Subsequently, Resolution Professional was appointed by the NCLT on May 27, 2020. The Resolution Plan was approved by the Hon'ble National Company Law Tribunal, Mumbai ("NCLT") on March 31, 2023. During the period from May 27, 2020, till March 31, 2023, the power and responsibilities of the Board of Directors were suspended and vested with the Resolution Professional (“RP") under the provisions of the Code. Post approval and implementation of the Resolution Plan, new management has taken over the powers and responsibilities of the Board of Directors.
The Company's management & Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these SFS that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India, including the Accounting Standards prescribed 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 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 SFS that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the SFS, management and the Board of Directors is 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 management 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 responsibility for the audit of the SFS
Our Objectives are to obtain reasonable assurance about whether the SFS as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these SFS.
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 SFS, 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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system 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 the 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 SFS 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 SFS, including the disclosures, and whether the SFS represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the SFS that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the SFS 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 SFS.
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.
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. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the SFS 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 the 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 “Annexure A” a statement on the matters specified in paragraph 3 and 4 of the said Order, to the extent applicable.
2) As required by section 143(3) of the Act, based on our audit we report to the extent applicable
that:
a) We have sought & obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit, except for the matters described in the Basis for Qualified Opinion section above.
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion section above, 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.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including
Other Comprehensive Income, the Standalone Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account. '
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion section above, in our opinion the aforesaid SFS comply with the IND AS specified under section 133 of the Act.
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 director in terms of sec 164(2) of the Act.
f) The qualification relating to the maintenance of accounts and other matters connected therewith, are as stated in the Basis for Qualified Opinion section above.
g) With respect to the adequacy of the internal financial controls with reference to the SFS of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration has not been paid by the Company to its directors during the year.
i) 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 no pending litigations as on March 31,2025
(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(iv)
a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the accounts, to the SFS 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(s) or entity(s), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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, as disclosed in the notes to accounts to the SFS, no funds have been received by the Company from any person(s) or entity(s), including foreign entities (“Funding Parties’’), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 audit procedures that has been considered reasonable and appropriate in the circumstances, except for the possible effects of the matters described in the Basis of Qualified Opinion section above, nothing has Come to our notice that has caused us to believe that the representations under sub clause (I) & (II) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
(v) The Company has not declared any dividend for current financial year ended March 31,2025.
(vi) Based on our examination which included test checks, the Company has used Tally Prime accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. In the absence of any information on existence of Audit trail (edit logs) for any changes made at the application level or database level in the aforesaid systems, we are unable to comment on whether the audit trail feature of the said system/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 being tampered with in respect of the accounting software.
For Batliboi & Purohit Chartered Accountants
Parag Hangekar Partner
Membership No. 110096
Date: 26th May, 2025
Place: Mumbai
UDIN: 25110096BMIKCA8934
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