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Baroda Rayon Corpn. Ltd. Audit Report / Information 2021

Jun 30, 2021

63565_rns_2021-06-30_dcc75dce-cd65-410f-8ee1-6030a5ea2522.pdf

Audit Report / Information

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IL 1* Baroda /a/on Corporation Ltd. GIN L99999GJ1 958PLC000892 P 0 Fatehnagar, Udhna, Surat 394 220 Tel: 0261-2899555 Email: brcsuratgmail.com Website : www.brcl.in

30th June, 2021

To Department of Corporate Services BSE Limited P J Towers, Dalal Street, Mumbai - 400001

Sub - Annual Secretarial Compliance Report for F.Y. ended 31 " March, 2021. Scrip Code - 500270

Dear Sir/Madam,

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Annual Secretarial Compliance Report of the Company for the financial year ended 31t March, 2021 issued by Mr. Manish R. Patel, Practicing Company Secretary.

Kindly take the same on your record & oblige.

Thanking you, For The Baroda Rayon Corporation Limited )

Kunjal Desai Company Secretary ACS-40809

End: a/a

Mo.: 09426256711 Email : [email protected] [email protected] M.Com, DTP, DLP, ACS

MANISH R. PATEL Company Secretary & Trade Mark Agent

_ 105, 4st Floor, Meghani Tower, Cinema Road, Delhi Gate, Surat - 395 003, Gujarat, Tel: 0264 - 2601717, 3911717 _

SECRETARIAL COMPLIANCE REPORT OF THE BARODA RAYON CORPORATION LIMITED (L99999GJ1958PLC000892) FOR THE YEAR ENDED 315" MARCH, 2021.

I, Manish R. Patel, Practicing Company Secretary, Surat has examined:

  • (a) all the documents and records made available to us and explanation provided by The Baroda Rayon Corporation Limited ("the listed entity"),
  • (b) the filings/submissions made by the listed entity to the stock exchanges,
  • (c) website of the listed entity,
  • (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31% March, 2021 ("Review Period") in respect of compliance with the provisions of:

  • (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
  • (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include:-

  • (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
  • (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (during the period under review not applicable to the Company);
  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (during the period under review not applicable to the Company);
  • (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (during the period under review not applicable to the Company):

MANISH R. PATEL

  • (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (during the period under review not applicable to the Company):
  • (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 (during the period under review not applicable to the Company);
  • (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
  • (i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
Mo.: 09426256711 Email : [email protected]
[email protected]		 MANISH
PATEL
R.
Company Secretary & Trade Mark Agent
M.Com, DTP, DLP, ACS
(f)
(g)		 Exchange
Securities
and
Exchange
Securities
and
applicable to the Company);		 Board
India
(Issue
of
Board
(Issue
and
of India		 Debt
and
Listing
Securities)
of
Regulations, 2008 (during the period under review not applicable to the Company):
of Non-Convertible
Listing
and
Redeemable Preference Shares) Regulations, 2013 (during the period under review not
(h)
(i)		 Exchange
Securities and
2015;
Exchange
Securities
and
2018;		 Board
of India (Prohibition
Board
(Depositories
of India		 of Insider Trading)
Regulations,
Regulations,
Participants)
and
(a) and based on the above examination, I hereby report that, during the Review Period:
guidelines issued thereunder, except in respect of matters specified below:-		 The listed entity has complied with the provisions of the above Regulations and circulars/
Sr.
No.		 Compliance
Requirement
(Regulations /
Circulars / guidelines		 Deviations Observations/ Remarks of the
Practicing Company Secretary
including specific
clause)
Reg. 14 of SEBI
(LODR) Regulations,		 Non-payment of
Listing fees within		 The Company has paid Annual
Listing fees to BSE on
2 2015
Reg. 31(2) of SEBI
(LODR) Regulations,
2015		 prescribed time limit.
Non holding of
shares of promoters and promoter
& promoter group in		 24.11.2020.
Entire Shareholding of promoters
group are
not held in
dematerialized
form.
we Reg. 36(1) of SEBI
(LODR) Regulations,
2015		 dematerialized form
Non dispatch of soft
copy of 60" Annual
Report of the
Company.		 The Company has not sent soft
copy of 60" Annual Report for
Financial Year 2019-20 to the
shareholders who have registered
their email ID with the Company
_
or Depository.

Mo.: 09426256711 Email : [email protected] [email protected]

Company Secretary & Trade Mark Agent M.Com, DTP, DLP, ACS

105, 1st Floor, Meghani Tower, Cinema Road, Delhi Gate, Surat - 395 003, Gujarat, Tel: 0261 - 2601717, 3911717

Email : [email protected] MANISH
M.Com, DTP, DLP, ACS		 PATEL
R.
Company Secretary & Trade Mark Agent
Floor, Meghani Tower, Cinema Road, Delhi Gate, Surat - 395 003, Gujarat, Tel: 0261 - 2601717, 3911717
4







 Reg. 44(1), 44(2) &
44(3) of SEBI (LODR)
Regulations, 2015		 Non providing of
Remote e-voting
facility to the
members of the
Company and Non
submission of voting
results to the
Exchange		 The Company has not provided
Remote e-voting facility to the
members of the Company at the
60" AGM held on 29.09.2020 and
subsequently voting results were
also not submitted to the BSE.
5



i
 Reg. 48 of SEBI
(LODR) Regulations,
2015		 Non Compliance of
employees benefits.		 As per Ind AS-19 related to
Ind AS-19 relating to employees' benefits, the Company
has not given any effect of
gratuity liabilities as per actuarial
valuation.
6





 Reg. 30 of SEBI(SAST)
Regulations, 2011




Non providing of
PAN of one of the
Promoters of the
Company		 As informed by the Management
that one of the promoter Ms.
Ganeshkumari Shreshta did not
had PAN and she demised on
04.07.2001 and had no legal heir,
hence not provided her PAN in
continual disclosure
(b)
(c)		 The
entity
has
listed
examination of those records.
following
The
are
directors/material
aforesaid Acts/ Regulations and circulars/guidelines issued thereunder:		 maintained
the		 details of actions taken proper
records		 against under
the
the
listed		 provisions
of the
Regulations and circulars/guidelines issued thereunder in so far as it appears from my
promoters/
entity/its
subsidiaries either by SEBI or by Stock Exchanges (including under
the Standard Operating Procedures issued by SEBI through various circulars) under the		 above
Sr.
No.		 Action taken
by		 Details of
violation		 Details
taken
warning
debarment, ete.		 of
e.g.		 action
fines,
letter,		 Observations/
Remarks of the
Practicing Company
Secretary, if any.
  • (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/guidelines issued thereunder in so far as it appears from my examination of those records.
  • (c) The following are the details of actions taken against the listed entity/its promoters/ directors/material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/guidelines issued thereunder:
i 2015 employees benefits. has not given any effect of
gratuity liabilities as per actuarial
valuation.
6 Reg. 30 of SEBI(SAST)
Regulations, 2011




Non providing of
PAN of one of the
Promoters of the
Company		 As informed by the Management
that one of the promoter Ms.
Ganeshkumari Shreshta did not
had PAN and she demised on
04.07.2001 and had no legal heir,
hence not provided her PAN in
continual disclosure
The
(c)		 examination of those records.
following
are
directors/material		 details of actions taken
the		 against the
listed		 Regulations and circulars/guidelines issued thereunder in so far as it appears from my
promoters/
entity/its
aforesaid Acts/ Regulations and circulars/guidelines issued thereunder: subsidiaries either by SEBI or by Stock Exchanges (including under
the Standard Operating Procedures issued by SEBI through various circulars) under the
Sr.
No.		 Action taken
by		 Details of
violation		 Details
of
taken
e.g.		 action
fines,		 Observations/
Remarks of the
warning
debarment, ete.		 letter, Practicing Company
Secretary, if any.

SCR/2020-21/The Baroda Rayon Corporation Limited- {ree SSut R.

MANISH PATEL
Email : [email protected] R.
Company Secretary & Trade Mark Agent
[email protected] M.Com, DTP, DLP, ACS
(DNR) of

Shares Company has filed
suitable application

1		 with BSE which is
under process.
(d)
previous reports:		 The listed entity has taken the following actions to comply with the observations made in
M.Com, DTP, DLP, ACS



1		 (DNR) of
Shares		 Company has filed
suitable application
with BSE which is
under process.
previous reports: The listed entity has taken the following actions to comply with the observations made in
Sr.
No.		 Observations
of the
Practicing
Company		 Observation
made in the
Secretarial
compliance		 Action taken by

the listed entity, if

any		 Comments of the
Practicing Company
Secretary on the action
taken by the listed
Secretary in
the previous
reports		 report for the
year ended
(The years are
to be		 entity
Reg. 10 of
SEBI (LODR)
Regulations,
2015: Filing of
reports,
statements,
documents with
the exchange
other than the
mode specified
by the stock
exchange.		 mentioned)
31-03-2020		 taken necessary
corrective actions in
onwards filing.		 The Company has The actions taken by the
listed entity are
satisfactory.
2 Reg. 14 of
SEBI (LODR)
Regulations,
2015: The
a
Company has
not paid Annual
Listing fees of
BSE.		 31-03-2020 The Company has
paid arrears
: Rs. 25 16 Lakh
(including GS lr) of
Annual Listing
Fees (ALF) with
interest during the
year 2020-21.		 No Comment

[email protected] M.Com, DTP, DLP, ACS

Mo.: 09426256711
Email : [email protected]
[email protected]		 PATEL
MANISH R.
Company Secretary & Trade Mark Agent
M.Com, DTP, DLP, ACS
Floor, Meghani Tower, Cinema Road, Delhi Gate, Surat - 395 003, Gujarat, Tel: 0261 ~ 2601717, 3911717
Reg. 31(2) of
3
SEBI (LODR)
Regulations,
2015: Entire
Shareholding of
promoters and
promoter group
are not in
dematerialized
form.		 31-03-2020 already initiated the
process for
revocation of

suspension of
trading and will
comply with this
Regulation in due
course.		 The Company has The Company is advised
to keep as soon as
possible entire
shareholding of
promoters and promoter
group in dematerialized
form.
Reg. 36(1) of
4
SEBI (LODR)

Regulations,

2015: Non
dispatch of soft
copy of
59" Annual
Report of the
Company.		 31-03-2020 not taken any
corrective action.		 The Company has The Company is advised
to send soft copy of
Annual Report to the
eligible shareholders.
Reg. 39(3) of
5
SEBI (LODR)
Regulations,
2015: Non-
ae
Intimation
regarding loss
of Share
Certificate		 31-03-2020 The Management
assure to take
DCCs sary
corrective actions in
future.		 No comment
Reg. 44(4),
6
44(2) & 44(3)
of SEBI
(LODR)
Regulations,
_
2015: Non
providing of
Remote e
voting facility
to the members
of the Company
and Non
submission of
voting results to
the Exchange

__		 31-03-2020 The Management
assure to take
necessary
corrective actions in
future.
 No comment

Email : [email protected] M.Com, DTP, DLP, ACS

[email protected]
[email protected]		 M.Com, DTP, DLP, ACS
105, 1st Floor, Meghani Tower, Cinema Road, Delhi Gate, Surat - 395 003, Gujarat, Tel: 0261 - 2601717, 3941717		 Company Secretary & Trade Mark Agent
7 Reg. 48 of 31-03-2020 The Company has No comment
SEBI (LODR) not given any effect
Regulations, of gratuity
2015: Non liabilities as per
Compliance of actuarial valuation,
Ind AS-19
relating to		 hence the effect of
gratuity expenses as
employees per Ind AS-19 is
benefits. not reported in
other
comprehensive
income. Company's
operational
activities are
standstill since
Aug'2008 and due
to non availability
of key personnel,
there is no detail
available for
actuarial valuation.
However, as per the
final order of the
High Court of
Gujarat, the
calculation of
Gratuity as per
terms of settlement
were made and
provision is also
made in books of
accounts of the
company. Hence,
there willbeno
more liability in the
The Company has suitably future.

Email : [email protected] Company Secretary & Trade Mark Agent [email protected] M.Com, DTP, DLP, ACS

Mo.: 09426256711 MANISH R. PATEL

105, 15 Floor, Meghani Tower, Cinema Road, Delhi Gate, Surat - 395 003, Gujarat, Tel: 0261 - 2601717, 3911717

(f) Due to penal reasons, Trading of Company's equity shares are suspended by BSE since January 7, 2002.

SH R. PATEL Company Secretary in Practice ACS No.: 19885 COP No.: 9360 Peer Review No. : 929/2020 Date: 30/06/2021! ICS] Unique Code: [2010GJ763400 Place: Surat UDIN: A019885C0005 13785 =ge [ ACS 19885 \' o\ COP 9360 O\ SURAT

Note: This report is to be read with our letter of even date which is annexed as 'ANNEXURE A' and forms an integral part of this report.

[email protected] M.Com, DTP, DLP, ACS

Mo.: 09426256711 MANISH R. PATEL

Email : [email protected] Company Secretary & Trade Mark Agent

405, ist Floor, Meghani Tower, Cinema Road, Delhi Gate, Surat - 395 003, Gujarat, Tel: 0264 - 2601717, 3911717

ANNEXURE - A

To, The Baroda Rayon Corporation Limited (L99999GJ1958PLC000892) P.O. Fatehnagar, Udhna, Surat — 394 220, Gujarat.

Our report of even date is to be read along with this letter.

  • |. Maintenance of record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these records based on our audit.
  • We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion. 2 ee
  • Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. wo
    1. The compliance of the provisions of SEBI laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
    1. As regards the books, papers, forms. reports and returns filed by the Company under these regulations, the adherence and compliance to the requirements of the said regulations is the responsibility of management. Our examination was limited to checking the execution and timeliness of the filing of various forms, reports, returns and documents that need to be filed by the Company under the said regulations. We have not verified the correctness and coverage of the contents of such forms, reports, returns and documents.

NISH R. PATEL

Company Secretary in Practice ACS No.: 19885 COP No.: 9360 Peer Review No. : 929/2020 Date: 30/06/2021 ICSI Unique Code: [2010GJ763400 Place: Surat UDIN: A019885C0005 13785

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