corporation bank Auditors report


To

The Members of Union Bank of India (erstwhile Corporation Bank)

Report on audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying standalone financial statements of Union Bank of India (‘erstwhile Corporation Bank ‘the Bank), which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to financial statements including significant accounting policies and other explanatory information in which are included returns for the year ended on that date, of 20 Branches audited by us and 1440 Branches audited by Statutory Branch Auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also included in the Balance Sheet, the Statement of Profit and Loss and Statement of Cash Flows are the returns from 1048 Branches which have not been subjected to audit. These unaudited Branches account for 5.46 percent of advances, 16.48 per cent of deposits, 6.78 per cent of interest income and 15.71 per cent of interest expenses.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act, 1949 in the manner so required for Bank and are in conformity with accounting principles generally accepted in India and:

a. the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of the state of affairs of the Bank as at 31st March, 2020;

b. the Profit and Loss Account, read with the notes thereon shows a true balance of Loss; and

c. the Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) issued by ICAI. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the financial statements, and we have fulfilled our 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.

Emphasis of matter

4. We draw attention to: -

i) Note no 20 of Schedule 18 C regarding the amalgamation of e-Corporation Bank with Union Bank of India, vide Government of India, Gazette Notification no. CG-DL-E-04032020-216535 dated 04th March 2020, with effect from 1.4.2020.

ii) Note no 4.4 of Schedule 18A of the accompanying standalone financial statements regarding impact of COVID 19 pandemic, which captures the prevailing uncertainties on the business operations of the Bank. We have been informed that the Bank is evaluating the situation and its impact.

iii) Note no 4.6 of Schedule 18A regarding provision made towards Harmonization as per the directive of RBI with regard to Income Recognition, Asset Classification and Provisioning in respect of common exposures;

iv) Note no 3 of Schedule 18 B regarding additional provision made towards Employee Benefits (Pension Fund);

v) Note no 8c of Schedule 18 B regarding additional provision made towards Income Tax in respect of earlier assessment years;

vi) Note no 8c of Schedule 18 B regarding reversal of deferred tax asset;

vii) Note no 12 of Schedule 18 C regarding deferment of provision pertaining to certain fraud accounts identified during the year ended 31stMarch 2020 and to be charged to Profit and Loss account in subsequent quarters in terms of RBI circular DBR no. BPBC.92/21.04.048/2015-16 dated 18th April, 2016.

Our opinion is not modified in respect of these matters.

5. Key audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone

Financial Statements for the year ended 31st March 2020. These matters were addressed in the context of our audit of the Standalone 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. No Key Audit Matters How the matter was addressed in the audit
1. Classification of Advances, Income recognition, Identification of and provisioning for non-performing assets (refer schedule 18 A read with note 4and accounting policy no 3 in Schedule 17) Our audit procedures included an understanding of the Banks Core Banking Solution (CBS) software, circulars, guidelines and directives of the RBI and the Banks internal instructions and procedures in respect of asset classification to ensure that the reported financial statements are proper and reliable.
The advances are classified into standard, sub-standard, doubtful and loss assets in accordance with the guidelines issued by the RBI (IRAC norms) and other circulars and directions issued by the RBI from time to time which provides guidelines relating to classification of Advances into performing and non-performing advances.
Our audit approach consisted of testing operating effectiveness of internal controls as follows: -
The Bank is operating under Core Banking Solution (CBS). The operational and Financial reporting processes are dependent on IT Systems for the large volume of transactions at the front end and at the back end. The Bank accounts for all the transactions related to advances in its Information Technology System Viz. Core Banking Solution which also identifies whether the advances are performing or nonperforming. Further NPA classification and calculation of provision is done through same system. The carrying value of these advances (net of provisions) could be materially misstated if, either individually or in aggregate, the Prudential norms are not properly followed. Evaluating and critically analysing the Banks internal control system adheres to the RBI guidelines regarding Income recognition, asset classification and provisioning pertaining to advances.
Reviewed the documentations, operations/performance and monitoring of the advance accounts on test check basis to ascertain any overdue, unsatisfactory conduct or weakness in any advance account, examination of classification as per prudential norms of the RBI, in respect of Branches/relevant divisions audited by us. In respect of the Branches audited by the Branch Statutory Auditors, we have placed reliance on their reports.
Advances constitute 55.50 per cent of the Banks total assets. We assessed and evaluated the process of identification of NPAs and corresponding reversal of income and creation of provision.
In view of the significance of the amount of advances, in the financial statements, regulatory requirements, estimation/judgement involved in valuation of securities, the classification of advances and provisioning thereon has been considered as a Key Audit Matter in our Audit Report.
2. Classification of Advances into Priority & Non-Priority Sector (Refer-Schedule 18 C read with Note 9 of financial statements) We have assessed the efficacy of the system of sector wise classification by the Bank.
We have relied on the Branch and zonal returns, Branch Auditors reports for sector wise classification.
Bank has made re-classification of borrowers accounts between Priority & Non-Priority Sector during the year under Audit. We have selected sample of product wise accounts in priority sector classification to determine the correctness of reporting of sector wise classification.
Consequently, we have considered this as a Key Audit Matter. The system of identification of priority/non-priority sector advances needs review and revalidation.
3. Classification and Valuation of Investments, Identification of and provisioning for Non-performing Investments (Refer -Schedule 18 A read with Note 2 of financial statements) Our audit approach towards Investments with reference to RBI circulars/directives/Investment Policy of the Bank included the review of internal controls and audit procedures in relation to valuation, classification, identification of NonPerforming Investments, provisioning/ depreciation related to Investments as per RBI guidelines/Accounting Policies followed by the Bank in this regard.
Investments include investments made by the Bank in various Government Securities, Bonds, Debentures, Shares, Units of Venture Capital Funds and Mutual Funds, Security Receipts of ARC, investment in subsidiary, and other apprved securities. The investments are classified under three categories - Held to Maturity, Available for Sale and Held for Trading.
These are governed by the circulars and directives of the RBI. These directives of the RBI, inter alia, cover valuation of investments, classification of investments, identification of non-performing investments, corresponding nonrecognition of Income and provision thereof. The valuation and consequential adjustment and the identification of Nonperforming investment are contained in accounting policy No 4 of Schedule 17. We reviewed and evaluated the process adopted for collection of information from various sources for determining fair value of these investments.
We carried out the audit procedures to verify the valuation, provision and depreciation in respect of selected sample of investments within each category.
Investments constitute 28.94 percent of the Banks total assets. We assessed and evaluated the process of identification of NPIs, reversal of income as applicable and also ensuring adequacy of provision to be made.
In view of the significance of the value of Investments in the standalone financial statements, the same has been considered as a Key Audit Matter.
4. Assessment of Provisions and Contingent Liabilities in respect of pending litigation under Direct Tax Laws. (refer Schedule 18B Note no 9 ) Obtained an understanding of the current status of tax assessment/litigations pending before the Appellate Authorities.
There is a high level of judgement required in assessment of the tax litigation pending before Appellate Authorities. The assessment of the Bank is based on the facts of each case, Judicial Rulings and Expert advice from Independent Tax Consultants. Any adverse inference drawn by the Tax Assessing Officers, Appellate Authorities may significantly impact the Banks Profit/Loss. Examined the Assessment orders/Appellate orders/Court orders received during the financial year under report
Evaluated the issues from the legal perspective and the tax advice received from the Independent Tax Consultants
Discussed with the Tax Team of the Bank on the issues arising in pursuance to the assessments completed and the submissions made by the Bank before the Assessing Officers /Appellate Authorities.
The above area has been identified as a Key Audit Matter in the light of uncertainties associated with the outcome of these matters Also reviewed the statement of claims against the Bank by Income Tax Authorities, not acknowledged as debts and the disputed tax paid against such claims.
5. Modified Audit procedures carried out in light of COVID-19 outbreak We have modified our audit procedures as follows:
Conducted examination/verification of necessary records/ documents/reports electronically through e mails and remote access to the relevant software (Finacle), where it was not possible to physically visit the Offices of the Bank.
Due to outbreak of COVID-19 pandemic and the consequent nationwide lockdown and travel restrictions imposed by the Central Government/ State Government/Local Authorities during the period of our audit, we could not travel to the Branches, Zonal Offices, and Head Office to carry out the audit processes physically. The audit was carried out remotely where physical access was not possible.
Carried out verification of scanned copies of the documents, certificates, reports, financial statements, and related records made available to us electronically through remote access/ emails.
Wherever we were not able to visit various locations, the necessary records/reports/documents/certificates were made available to us by the Bank through digital medium, emails and remote access to the relevant application software (FINACLE). We could not visit most of the Branch Offices and Zones. As informed to us, most of the Branch Auditors also could not visit the Branches allotted to them and accordingly they also adopted modified audit procedures. To this extent, the audit process was carried out on the basis of such documents, reports, and records made available to us, which were relied upon by us as audit evidence for conducting the audit and reporting for the year under report. Interaction and gathering audit evidence through video conferencing, scanned copies, documents through emails, telephonic conversations, and other similar modes of communication.
Since we could not gather audit evidence physically/in person/through meetings with the officials of the Bank at the respective Branches/zones/head office; we have identified the audit procedure as contained herein as a Key Audit Matter. Resolved audit observations through discussions, receipt of digital records, telephonic conversations and e mails.
6. Information Technology System (Finacle) based Financial reporting process. We conducted a review and assessment of information and data derived from Core and Treasury to assure that the reported Financial Statements are proper and reliable.
The Bank is operating under Core Banking Solution (CBS). The Operational and Financial reporting processes are dependent on IT Systems for the large volume of transactions at the front end and at the backend. Our audit approach consisted of testing operating effectiveness of internal controls as follows: Obtaining and reviewed the IS Audit conducted during the year.
Core Banking for all transactions including for integrated treasury management of the Bank has adequate checks, balances ,processes and controls designed for the effective data capturing and reporting. Obtaining an understanding of the Banks IT Control environment, IT Policies and key changes during the audit period including the notes placed before the Board.
We have considered this as a Key Audit Matter, as lack of control and inputting errors results in wrong reporting of data to the Management and Regulators. Reviewed the design, implementation and operating effectiveness of the Banks General IT controls over key IT systems that are critical to Financial reporting on test check basis.
Test checked key automated and manual business cycle controls and system generated reports relevant to audit.

Information Other than the Standalone Financial Statements and Auditors Report thereon

6. Those charged with governance are responsible for the Other Information. The Other Information comprises the Corporate Governance report (but does not include the Standalone Financial Statements and our Auditors Report thereon).

Our opinion on the Standalone Financial Statements does not cover the other information and Pillar 3 disclosures under the Basel III Disclosure and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the Other Information identified above and, in doing so, consider whether the Other Information is materially inconsistent with the Standalone 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 report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. Those charged with governance are responsible with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards issued by ICAI, and provisions of Section 29 of the Banking Regulation Act, 1949 and circulars and guidelines issued by the Reserve Bank of India (‘RBI) from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank 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, those charged with governance are responsible for assessing the Banks 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 Bank or to cease operations, or has no realistic alternative but to do so.

Auditors Responsibilities for the Audit of the Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 financial statements.

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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Banks internal control.

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

• Conclude on the appropriateness of managements 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 Banks ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors 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 Auditors Report.

• 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 standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone financial statements.

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our Auditors 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.

Other Matters

9. We did not audit the financial statements / information of 1440 Branches included in the standalone financial statements of the Bank whose financial statements / financial information reflect total assets of Rs 1,78,749.33 crores as at 31st March 2020 and total revenue of Rs.6,095.95 crores for the year ended on that date, as considered in the standalone financial statements. The financial statements / information of these Branches have been audited by the Branch Auditors whose reports have been furnished to us, and in our opinion in so far as it relates to the amounts and disclosures included in respect of Branches, is based solely on the report of such Branch Auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949;

11. Subject to the limitations of the audit indicated in paragraphs 6 to 9 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that :

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

c) The returns received from the Offices and Branches of the Bank have been found adequate for the purposes of our audit.

12. We further report that:

a) in our opinion, proper books of account as required by law have been kept by the Bank so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from Branches not visited by us;

b) the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows dealt with by this report are in agreement with the books of account and with the returns received from the Branches not visited by us;

c) the reports on the accounts of the Branch Offices audited by Branch Auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows comply with the applicable Accounting Standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

13. In accordance with letter No. DOS.ARG. No.6270/08.91.001/2019-20 dated 17thMarch, 2020 on “Appointment of Statutory Central Auditors (SCAs) in Public Sector Banks - Reporting obligations for SCAs from FY 201920” issued by the RBI and subsequent communication dated 19th May 2020. We further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards issued by ICAI, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

b) There are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the Bank.

c) Consequent to the Government of Indias direction of Amalgamation, the Board of the Bank has been superceded; reporting on Directors as on 31stMarch, 2020 from being appointed as a Director in terms of subsection (2) of Section 164 of the Companies Act, 2013 is not applicable.

d) There are no qualifications, reservations or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) As the Bank has exercised the option to implement “Internal Financial Controls with reference to the Financial Statements” from the financial year 2020-21 as permitted by RBI on 19thMay, 2020, there is no reporting requirement for the current year ended 31st March, 2020.

As per our report of even date

For Chandran & Raman

Chartered Accountants FRN: 000571S

[CA P R Suresh]

(M. No. 027488) Partner

For S. Ramanand Aiyar & Co.

Chartered Accountants FRN: 000990N

[CA Binod C Maharana]

(M. No. 056373) Partner

Place : Mumbai

Date : 23.06.2020