Baroda Rayon Corporation Ltd Directors Report

To

The Members of

The Baroda Rayon Corporation Limited

Your Directors are pleased to present the 64^thAnnual Report and the Audited Statement of Accounts for the year ended 31^st March, 2024. The Financial results are shown as below.

Financial Results

Particulars	31.03.2024	31.03.2023
Income from Sales	7683.20	5844.00
Other Income	893.78	2518.11
Total Income	8576.98	8362.11
Less: Expenditure	6753.55	(17911.57)
Profit/(Loss) before interest, depreciation and tax	1823.43	26273.68
Less : Depreciation	5.97	3.20
Interest	269.28	671.13
Earlier year tax	NIL	NIL
Profit/(Loss) before exceptional/extraordinary item	1548.17	25599.35
Exceptional/Extraordinary Item	(1874.04)	(1674.98)
Profit/(Loss) after Taxes	3422.21	27274.33
Other comprehensive income	NIL	NIL
Total comprehensive income	3422.21	27274.33

Review of Operations

Your company is currently operating in Real Estate Segment. A summary of ongoing projects as on March 31, 2024 has been detailed in the Management Discussion and Analysis Report which forms part of the Annual Report.

Your companys revenue income is ? 7683.20 lakhs as compared to ? 5844.00 lakhs of previous year. Other income of ?893.78 lakhs consist of sale of impaired assets & Interest on Fixed deposits, interest on income tax refund and dividend. Net profit for the year is ? 3422.21lakhs as against profit of ? 27274.33 lakhs in the previous year.

Dividend

The Board of Directors of your company, have not proposed any dividend to be paid for the F.Y. 2023-24. Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

Share Capital

As at March 31, 2024, and as at the date of this report, the authorized share capital of the company is ? 150,00,00,000 (Rupees One Hundred and Fifty Crores only) divided into 13,00,00,000 eq. shares of 10/- each and 2,00,00,000 preference shares o^10/- each. The paid up capital of the company is ? 22,91,13,590/- (Rupees Twenty Two Crores Ninety One lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into 2,29,11,359 eq. shares of ? 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Change in nature of business

During the year under review, there is no change in the nature of business of the company.

Material changes and commitment affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

The Honble Supreme Court of India has vide its order dated 15^th July, 2024 (Interlocutory Application in SLP) granted permission to export the warehoused goods/machineries, which are the subject matter of the Special Leave Petition (Civil), subject to the proceeds of the said export being deposited before the Registry of this Court within a period of two weeks from the date of the receipt of the proceeds of the said export sale.

On such deposit being made, the Registry shall transmit the same in an interest bearing Fixed Deposit Account in a nationalised bank offering highest rate of interest initially for a period of six months on auto-renewal basis. The Interlocutory application stands disposed of.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:?

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively except the one stated in audit report; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Public Deposits

During the financial year 2023-24, your Company has neither accepted nor renewed any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Directors and key managerial personnel

As on 31^st March, 2024 your company has 6(Six) Directors, which includes 2(Two) Executive Directors, 1(One) Non-Executive Director & 3(Three) Independent Directors.

Mr. Viral Bhavani, Whole Time Director (DIN-02597320), liable to retire by rotation was reappointed as director in the 63^rd AGM held on 28^th September, 2023.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.Damodarbhai Patel (DIN- 00056513), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Damodarbhai Patel has been given in the Notice convening the Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on 14^th August, 2024 has appointed Mr. Chimanlal Nagjibhai Patel (DIN - 00075944), Mr. Zaverilal Mavjibhai Ramani (DIN -10729483) and Mr. Rameshbhai Valjibhai Patel (DIN - 02695200) as Additional Directors (NonExecutive, Independent) for the period of 5 years w.e.f. 14^th August, 2024 and shall not retire by rotation, subject to approval of the members in the forthcoming AGM.

Mr. Bhavanji Patel (DIN-01690183), Mr. Bhaveshbhai Patel (DIN-03270321) and Mr. Jayantilal Patel (DIN- 05339476) Non Executive Independent Directors of the company whose second term shall be completed and will cease to be Independent Directors and Chairperson/Members of various committees of the company with effect from the conclusion of the 64^th Annual General Meeting of the company.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as follows:

(i) Mr. Damodarbhai Patel	- Chairman & Managing Director
(ii) Mr. Viral Bhavani	- Whole Time Director
(iii) Mr. Jugal Kishore Jakhotia	- Chief Financial Officer
(iv) Mr. Kunjal Desai	- Company Secretary

Disclosure relating to Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy may be accessed from companys website at http://brcl.in/UploadedFile/Policies/13052023123930590.pdf

Independent Directors Meeting

Independent Directors of the Company had met during the year under review, details of which are given in the Corporate Governance Report.

Familiarization Program to Independent Directors

As per Regulation 25 (7) of the Listing Regulations, Familiarization Program has been carried out by the Company for the Independent Directors details of which has been posted on Companys website http://brcl.in/FamiliarizationProgram.aspx

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

Meetings

The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Committees of the Board

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee (w.e.f 30^th May, 2024)

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

Management Discussion and Analysis Report

The Managements Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company forms an integral part of this Report.

Auditors:

A. Statutory Auditors

M/s. Kansariwala & Chevli, Chartered Accountants, Surat, (Firm Reg. No. 123689W), were reappointed as Statutory Auditors of the company for second term of 5 (five) years in the 63^rd AGM of the company till the conclusion of 68^th AGM of the company.

The observations made by the Auditors and managements view are as under. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

Audit Observations and management response for the Standalone Financial Statements for the Financial Year ended on 31.03.2024 -

Audit Observation

Management Remark

Attention is drawn to Note 32(i) to the statement regarding non provision of interest on loan of ? 157,29,49,931/- of overdue debts availed under the Modified Draft Restructuring Scheme (MDRS) till March, 2024. These stipulated overdue debts were not settled due to legal hurdle. Now the Company is in process to create the security of overdue unsecured loans along with the secured loans, which shall rank pari passu, with existing debt if any, after the interest is finalized on negotiation with lenders. Since the interest is not ascertained it is not provided in the books. To that extent the reported profit is overstated and other equity balance is overstated.

Under the MDRS, the Company had availed the unsecured loans with immediate object to revive the Company. These stipulated overdue debts were not settled due to legal hurdle. The Company is in process of negotiation with lenders to finalise Interest amount. Since the interest is not ascertained, it is not provided in the books. To that extent the reported profit is overstated and other equity balance is overstated.

B. Secretarial Auditor

Mr. Manish Patel, Practicing Company Secretary, Surat was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2023-24 forms part of the Annual Report as “Annexure A” to the Boards report. There are secretarial Audit qualifications for the year under review.

The Board has appointed Mr. Manish Patel, Practicing Company Secretary, as secretarial auditor of the Company for the financial year 2024-25.

The qualification, reservation or adverse remarks as contained in Secretarial Audit Report and Management view on it are as under.

Secretarial Auditors Qualification, Reservation or adverse remarks	Management Remark
1 Reg. 31(2) of SEBI (LODR) Regulations, 2015 regarding non holding of equity shares of promoters and promoter group in dematerialized form.	Acquisition of shares between new and old promoters as per Share Purchase Agreement (SPA) are pending due to demat procedures. For shares other than SPA, the promoters and promoter group of the Company are in process of getting their equity shares in demat form.
2 Reg. 48 of SEBI (LODR) Regulations, 2015 regarding non Compliance of Ind AS - 32 : Interest is not ascertained on unsecured Loan.	Under the MDRS, the Company had availed the unsecured loans with immediate object to revive the Company. These stipulated overdue debts were not settled due to legal hurdle. The Company is in process of negotiation with lenders to finalise Interest amount. Since the interest is not ascertained, it is not provided in the books. To that extent the reported profit is overstated and other equity balance is overstated.

C. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. Patel & Associates, Chartered Accountants, (FRN - 130005W), Surat as internal auditors of the company for F.Y. 2023-24.

The Board has appointed M/s. Patel & Associates, Chartered Accountants, (FRN - 130005W), Surat, as internal auditor of the Company for the financial year 2024-25.

Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditor.

Related Party Transactions

During the financial year 2023-24, there were no transactions with related parties which qualify as material transactions under the Listing Regulations and that the provisions of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The details of this policy may be accessed from companys website at http://brcl.in/UploadedFile/Policies/23032023133037377.pdf

Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A). Details of investments made by the Company as on 31^st March, 2024 (including investments made in the previous years) (in equity shares):

Name of Company	Amount as at 31st March, 2024
*ICICI Bank Ltd.	-
*Surat Jilla Sahakari Kharid Vechan Sangh Limited	-
Hindustan Oil Exploration Co. Ltd.	0.56
Advaita Trading Pvt. Ltd.	24.50
The Mehsana Urban Co-operative Bank Ltd.	5.00
Surat National Co-operative Bank Ltd.	25.01
The Sutex Co-operative Bank Ltd.	20.00
DSP Mutual Fund	1.34
Total	76.41

*Amount is negligible.

B) . There are no loans given by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

C) . There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013read with the Rules issued thereunder.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under-

(A) Conservation of Energy:

The production and manufacturing activities in textile segment are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

	31.03.2024	31.03.2023
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgoings	NIL	NIL

Compliance Certificate

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

Compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company, have been duly complied with except those mentioned in Secretarial Audit Report.

Annual Return

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31^st March 2024 is available on Companys website and can be accessed at

http://brcl.in/UploadedFile/Reports/13072024124340714.pdf

Annual Secretarial Compliance Report

Pursuant to the SEBI Circular No- CIR/CFD/CMD1/27/2019 dated 8th February, 2019, your Company has submitted the Secretarial Compliance Report of the Company for the financial year ended on 31^st March, 2024 issued by Mr. Manish R. Patel, Practicing Company Secretary, (Certificate of Practice No. 9360), Surat with BSE Limited within the prescribed time period. Annual Secretarial Compliance Report issued by Practicing Company Secretary is available on the website of the company at http://brcl.in/UploadedFile/SecretarialCompliance/30052024213550328.pdf

Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Companyhttp://brcl.in/UploadedFile/Policies/01042019105944274.pdf. No complain was received during the year.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and the same is posted on the website of the companyhttp://brcl.in/UploadedFile/Policies/14082018230416478.pdf. Your company has not received any complaint on sexual harassment during the financial year 2023-24.

Disclosure on Maintenance of Cost Audit

Pursuant to the rules made by the Central Government of India, the Company is not required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Listing on stock exchange

The Companys shares are listed with the BSE Limited and the company has paid the Annual Listing Fees for the year 2023-24.

Particulars of Employees

The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out as "Annexure - B” to the Boards Report.

The statement of disclosures and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility

As per the Provisions of the Companies Act, spending the amount under Corporate Social Responsibility was not applicable during the FY 2023-24, however in this year Corporate Social Responsibility is applicable on the Company as per the limits mentioned under section 135 of the Companies Act, 2013 and Corporate Social Responsibility Committee is duly constituted.

With the revised valuation obtained from Government Approved Valuer, there is an increase in the stock in trade which is credited to increase/decrease in stock and retained earnings as a result there is an increase in Net profit of the company. While computing net profit as per section 198, credit shall not be given to such increase and as a result the average net profit of the last three financial years of the company comes to negative and hence the company is not required to spend CSR amount during FY 2023-24.

Details on internal financial control system and their adequacy

Your company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

Significant/Material orders passed by the regulators

(i) Your company had received an Appellate order dated 28^th December, 2023 from Commissioner of Income- tax (Appeals), National Faceless Assessment Centre (‘AO), Delhi under section 250(6) of Income Tax Act,

1961 stating - Ground 1 -

Appeal dismissed for unexplained cash credits u/s 68 of Income Tax Act, 1961 for ? 1215 lakhs for FY 201314.

Ground 2 -

Appeal partly allowed by directing AO to examine the contention of the Appellant by giving adequate opportunity of being heard that there are brought forward losses in its case which are eligible for set off.

(ii) Your Company has further received an Appellate order dated 21^st February, 2024 from Commissioner of Income-tax (Appeals), National Faceless Assessment Centre (‘AO), Delhi under section 250 of Income Tax Act, 1961 stating that the penalty of ? 4,12,97,850/- is hereby confirmed and the appeal has been dismissed.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, the Company has neither made any application nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Valuation

During the year, there were no instances of Onetime Settlement with any Banks or Financial Institutions. Industrial Relations

During the year under review, the relations with the most valuable human resources of the company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the company.

General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your company has not issued any sweat equity shares.

c) Your Company does not have any ESOP scheme for its employees/Directors.

Acknowledgement and Appreciation

Your Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Strategic Investors, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their confidence in the company during the period under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

	By order of the Board of Directors
	Damodarbhai B Patel
Place: Surat	Chairman & Managing Director
Date: 28th August, 2024	DIN:00056513