To
The Members of
Bank of Baroda
Report on the Audit of the Standalone Financial Statements
Opinion
1. We have audited the accompanying StandaloneFinancial Statements of Bank of Baroda ("the Bank),which comprise the Balance Sheet as at March 31,2024, the Profit and Loss Account, Cash Flow Statementfor the year then ended, and Notes to the StandaloneFinancial Statements including Significant AccountingPolicies and other explanatory information, in whichare included the returns for the year ended on thatdate of the Head office, 18 Zonal offices, 20 branchesand 1 Specialized Integrated Treasury Branch auditedby us, 3003 domestic branches (including 26 offices)audited by the respective Statutory Branch Auditors and30 foreign branches audited by the respective LocalAuditors. The branches audited by us and those auditedby other auditors have been selected by the Bank inaccordance with the guidelines issued to the Bank bythe Reserve Bank of India (‘RBI).
Also incorporated in the Balance Sheet, the Profit andLoss Account and Cash Flow Statement are the returnsfrom 5244 domestic branches which have not beensubjected to audit. These unaudited branches andother offices account for 20.24% of advances, 41.37%of deposits, 26.59% of revenue, 22.25% of interestincome, 40.06% of interest expended and 40.24% ofNon-performing assets as on March 31,2024.
In our opinion and to the best of our information andaccording to explanations given to us, the aforesaidStandalone Financial Statements give the informationrequired by the Banking Regulation Act 1949 (the"Act"), in the manner so required for the Bank and arein conformity with the accounting principles generallyaccepted in India and:
a) the Balance Sheet, read with the notes thereon is a fulland fair Balance Sheet containing all the necessaryparticulars, is properly drawn up so as to exhibit a trueand fair view of the state of affairs of the Bank as at 31stMarch, 2024;
b) the Profit and Loss Account, read with the notes thereonshows a true balance of profit; and
c) the Cash Flow statement gives a true and fair view of thecash flows for the year ended on that date.
Basis for Opinion
2. We conducted our audit in accordance with theStandards of Auditing ("SAs") issued by the Instituteof Chartered Accountants of India ("the ICAI "). Ourresponsibility under those standards are furtherdescribed in the Auditors Responsibilities for the Auditof the Standalone Financial Statements section of ourreport. We are independent of the Bank in accordancewith the Code of Ethics issued by the Institute ofChartered Accountants of India ("ICAI") together withthe ethical requirements that are relevant to our auditof the Standalone Financial Statements, prepared inaccordance with the accounting principles generallyaccepted in India, including the appliable AccountingStandard , and provisions of section 29 of BankingRegulation Act, 1949 and circulars and guidelines issuedby the RBI from time to time and we have fulfilled ourother ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Emphasis of Matter
3. We invite attention to the following:
Note No. A-13 (h) of Schedule 18 regarding amortizationof additional liability on account of revision in familypension amounting to 1454.41 Crores. The Bank hascharged an amount of 290.88 Crores to the Profit andLoss Account for the financial year ended March 31,2024 and the balance unamortized expense of 581.77Crores has been carried forward in terms of RBI Circularno. RBI/2021-22/105 DOR.ACC.REC.57/21.04.018/2021-22 dated October 4, 2021.
Our opinion is not modified in respect of this matter.
Key Audit Matters
4. Key audit matters are those matters that, in ourprofessional judgment, were of most significance in ouraudit of the standalone financial statements of currentperiod. These matters were addressed in the contextof our audit of the standalone financial statements asa whole, and in forming our opinion thereon, and wedo not provide a separate opinion on these matters. Wehave determined the matters described below to be theKey Audit Matters of the Bank to be communicated inour report:
(i) Classification of Advances, Income Recognition, Identification of and provisioning for non-performing Advances(Refer Schedule 9 read with Note 4 of Schedule 17 to the financial statements)
| The Key Audit Matter | How the matter was addressed in our audit |
| The net advances of the Bank constitute 67.21 percent ofthe total assets, which is the significant part of the financialstatements. They are, inter-alia, governed by incomerecognition, asset classification and provisioning (IRACP)norms and other circulars and directives issued by theRBI from time to time which provides guidelines related toclassification of Advances into performing and non-performingAdvances (NPA) except in case of foreign offices in which casethe classification of advances and provisioning thereof is madeas per local regulations or RBI guidelines, whichever is morestringent. The Bank classifies these Advances based on IRACPnorms as per its accounting policy followed. | We assessed the Banks system in place to identify andprovide for non-performing assets. Our audit approachconsisted testing of the design and operating effectivenessof the internal controls and substantive testing including thefollowing: |
| Identification of performing and non-performing Advancesinvolves establishment of proper mechanism. The Bankaccounts for all the transactions related to Advances in itsInformation Technology System (IT System) viz. Core BankingSolution (CBS) which also identifies whether the advances areperforming or non-performing. | a) We had obtained understanding from the Bank aboutthe controls built in the system, checks and balancesincorporated with respect to adherence to the RBIguidelines and related Banks Policies for identificationof non-performing assets, provisioning to determine thenature, timing and extent of the substantive proceduresand had accordingly planned our audit procedures. |
| Besides following the prudential norms on Income Recognition,Asset Classification and Provisioning relating to Advancesissued by the Reserve Bank of India ("RBI"), the Bank also hascertain policies for provisioning on non- performing assets. | b) The accuracy of the data input in the system for incomerecognition, classification into performing and nonperforming Advances and provisioning in accordancewith the IRACP norms in respect of the top 20 branchesallotted to us. In carrying out substantive proceduresat the branches allotted to us, we have examined largeadvances/ stressed advances while other advances havebeen examined on a sample basis including review ofvaluation reports of independent valuers as provided bythe Banks management. |
| The carrying value of these advances (net of provisions) maybe materially misstated if, either individually or in aggregate,the IRACP norms are not properly followed. | c) Existence and effectiveness of monitoring mechanismssuch as Internal Audit, Systems Audit, Credit Audit andConcurrent Audit as per the policies and procedures ofthe Bank. |
| Additionally, the Bank makes provisions on exposures that arenot classified as NPA including advances to certain sectorsand identified advances or group advances. | d) Relied on the returns received from the branches notsubject to audit and in that regard reviewed the internalmonitoring mechanisms/systems of the Bank to satisfythe correctness of the sample data made available to usand ensured exceptions/deviations/errors noticed duringour audit procedures were adequately considered by theBank. |
| Considering the nature of the transactions, regulatoryrequirements, existing business environment, estimation/judgement involved in valuation of securities and calculationof provisions, it is a matter of high importance for the intendedusers of the Standalone Financial Statements. | e) Test checked the identification and provisioning of non-performing assets and corresponding reversal of income,in accordance with RBI Guidelines issued from time totime. |
| Further due to reliance placed on data submitted by theborrowers & lead bank for Drawing Power calculations, thirdparty for security valuation, computation of provisions as pervarious guidelines issued by the RBI, computation of diminutionin value for restructured advances and recognition of interestincome including in non-performing advances, we determinedthe above area as a Key Audit Matter. | f) Evaluated and tested the management estimates andjudgements for the purpose of identification of NPA andadequacy of provision required as per RBIs Prudentialnorms. |
g) Evaluated the effectiveness of automated IT basedsystem of asset classification implemented by the Bankin accordance with the directives of RBI. |
|
| h) We have also relied on the work done by the branchauditors for other domestic and foreign branches selectedby the Bank. | |
| i) Ensured exceptions noticed during our audit proceduresare duly corrected. |
(ii) Information Technology (IT) architecture and system controls impacting financial Reporting:
| The Key Audit Matter | How the matter was addressed in our audit |
| The Banks financial accounting and reporting systems givenits complexity are highly dependent on the Banks IT systems. | We obtained an understanding of IT systems used by theBank and the applications implemented. For this purpose,we had discussions with the process owners on thedefined policy/process/procedures of the Banks IT controlenvironment that is relevant to the audit and reviewed theprocesses followed with regard to the major applications tounderstand the financial risks posed by people-process andtechnology. |
| The Banks IT architecture supports the Banks day-to-daybusiness operations. Given the size of the Bank, enormousvolume of transactions are being processed and recorded onmultiple applications. | Our audit procedures to obtain audit evidence included (ona test check basis): |
| The reliability and security of IT systems plays a very importantrole in the operations of the Bank. Hence controls in the systemarchitecture are required to ensure that the applicationsprocess the data as expected and that changes are made inan appropriate manner. | (a) verifying, testing and reviewing the operatingeffectiveness of the IT system on the basis of reports,generated from the system; |
| Given the complexity of the IT architecture, high levelautomation, simultaneous and significant use of IT systems,there is an inherent risk that automated accounting procedures,processes and related internal controls may not be accuratelydesigned to ensure its operative effectiveness and its impacton the financial reporting. | (b) review of the operating effectiveness of the Banks ITcontrols including application, access controls that arecritical to financial reporting; |
| Hence IT system controls has been considered as a Key AuditMatter. | (c) verifying the results obtained from the systems with theother information sources; and |
| (d) testing of logic used for extracting the data. | |
| We also placed reliance on the work performed by thestatutory branch auditors, external vendor inspectionreports, specialised audits undertaken by independentexperts on the Banks IT systems. |
(iii) Classification and Valuation of Investments, Identification of and provisioning for Non-Performing Investments(Schedule 8 read with Note 3 of Schedule 17 to the financial Statements)
| The Key Audit Matter | How the matter was addressed in our audit |
| Investments include investments made by the Bank in variousGovernment Securities, Bonds, Debentures, Shares, Securityreceipts and other approved securities. | Our audit approach towards Investments with reference tothe RBI Circulars/directives included the understanding ofinternal controls and substantive audit procedures in relationto valuation, classification, identification of non-performinginvestments (NPIs), provisioning/depreciation related toInvestments. |
| Investments constitute 23.32 per cent of the Banks totalassets. These are governed by the circulars and directives ofthe RBI. These directions of RBI, inter-alia, cover valuation ofinvestments, classification of investments, identification of non-performing investments, the corresponding non-recognition ofincome and provision there against. | Our audit procedures with respect to audit of Treasury,focused on - |
| The valuation of unquoted investments and thinly tradedinvestments is an area of inherent risk because of marketvolatility, unavailability of reliable prices and macroeconomicuncertainty. | a) We evaluated and understood the Banks internalcontrol system to comply with relevant RBI guidelinesregarding valuation, classification, identification of NPIs,provisioning/depreciation related to investments. |
| Valuation of investments, classification, identification ofnon-performing investments and provisioning related toinvestments are critical functions. | b) For the selected smple of investments in hand, we testedaccuracy and compliance with the RBI Master Circularsand directions by re-performing valuation for eachcategory of the security. Samples were selected afterensuring that all the categories of investments (based onnature of security) were covered in the sample. |
| The valuation of each category (type) of the aforesaid securitiesis to be done as per the method prescribed in circulars anddirectives issued by the RBI which involves collection ofdata/information from various sources such as FIBIL rates,rates quoted on BSE/NSE, financial statements of unlistedcompanies etc | c) Independently test-checked valuation of unquotedinvestments, based on the financial statements for theyear ended March 31, 2024 or on the basis of otherprescribed procedures in terms of the RBI guidelines. |
| Considering the complexities and extent of judgment involvedin the valuation, volume of transactions, investments on handand degree of regulatory focus, we determined the above areaas a Key Audit Matter. | d) We assessed and evaluated the process of identificationof NPIs and corresponding reversal of income andcreation of provision. |
| We carried out substantive audit procedures to re-compute independently the provision to be maintained anddepreciation to be provided in accordance with the circularsand directives of the RBI. Accordingly, we selected samplesfrom the investments of each category and tested for NPIsas per the RBI guidelines and recomputed the provision tobe maintained in accordance with the RBI Circular for thoseselected sample of NPIs. |
(iv) Assessment of Provisions and Contingent liabilities including in respect of certain litigations, various claimsfiled by other parties not acknowledged as debt (Schedule 12 read with Note 15 of Schedule 17 to the financialstatements):
| The Key Audit Matter | How the matter was addressed in our audit |
| The Bank has disputed claims against it including matterspending at various levels in Tax and non tax matters whichare pending at various courts/forums and are at various stages in the judicial process. The management has exercisedsignificant judgement in assessing the possible outflow ofresources in such matters. | a) We have evaluated the appropriateness of the design andtested the operating effectiveness of the managementscontrols over the tax litigation matters. |
| There is high level of judgement required in estimating thelevel of provisioning. The Banks assessment is supported by the facts of matter, their own judgment, past experience, andadvice from legal and independent tax consultants whereverconsidered necessary. Accordingly, unexpected adverseoutcomes may significantly impact the Banks reported profitand state of affairs presented in the Balance Sheet. | b) We reviewed the managements underlying assumptionsin estimating the possible outflow and the possibleoutcome of the disputes. The legal precedence and other rulings were considered in evaluating managementsposition on these uncertain tax /non tax positions. |
| We determined the above area as a Key Audit Matter in view ofassociated uncertainty relating to the outcome of these matterswhich requires application of judgment in interpretation of law. Accordingly, our audit was focused on analysing thefacts of subject matter under consideration and judgments/interpretation of law involved. | c) Further we have relied upon the managementjudgements, industry level deliberations and estimatesfor possible outflow and opinion of internal experts of theBank in relations to such disputed tax positions. |
| d) Reviewed and verified other legal pronouncementswherever available in similar matters in the case of theBank/other corporate. | |
| e) Read and analysed select key correspondences, internal/external legal opinions / consultations by managementfor key disputed non tax matters. | |
| f) Discussed with appropriate senior management andevaluated managements underlying key assumptions inestimating the provisions. | |
| g) Assessed managements estimate of the possibleoutcome of the disputed non tax cases and relied on themanagement judgments in such cases. | |
| h) Reliance on the work performed by the statutory branchauditors and the rectification entries passed basedon branch audits/additional information to the extentavailable at Head office. |
5. Other Matters
a) We did not audit the financial Statements/financialinformation of 3003 domestic branches and 30 foreignbranches whose financial statements reflects totalAssets of 620448 Crores and total revenue of 48080Crores for the year ended on that date, as consideredin the standalone financial statements. These branchescover 47.99% of total advances, 63.13% of total deposits,
48.91% of revenue, 50.04% of interest income, 63.36%of Interest expended for the year ended March 31,2024and 58.05% of Non-performing assets as at March 31,2024. The financial statements/information of thesebranches have been audited by the Banks StatutoryBranch Auditors whose reports have been furnished tous, and our opinion in so far as it relates to the amountsand disclosures included in respect of branches, isbased solely on the reports of such branch auditors.
b) The Standalone Financial statements of the Bank for theprevious year ended March 31, 2023 were audited bythe joint central statutory auditors, three of whom arepredecessor audit firms and have expressed unmodifiedopinion on such financial statements vide their reportdated May 16,2023.
Our opinion is not modified in respect of above matters.
Information Other than the Standalone Financial
Statements and Auditors Report thereon
6. The Banks Board of Directors is responsible forthe preparation of the other information. The otherinformation comprises the Corporate Governancereport (but does not include the Standalone FinancialStatements and our auditors report thereon) whichwe obtained at the time of issue of this auditors reportand Directors Report, Key Financial Indicators andShareholders Information, which is expected to bemade available to us after that date.
Our opinion on the financial statements does not coverthe other information and Pillar 3 disclosure under theBasel III Disclosure and we do not and will not expressany form of assurance conclusion thereon.
In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the otherinformation identified above and, in doing so, considerwhether the other information is materially inconsistentwith the Standalone Financial Statements or ourknowledge obtained in the audit, or otherwise appearsto be materially misstated.
If, based on the work we have performed on the otherinformation that we obtained prior to the date of thisauditors report, we conclude that there is a materialmisstatement of this other information, we are requiredto report that fact. We have nothing to report in thisregard.
When we read the Directors Report, Key FinancialIndicators and Shareholders Information, if we concludethat there is a material misstatement therein, we arerequired to communicate the matter to those chargedwith governance.
Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements
7. The Banks Board of Directors is responsible withrespect to the preparation of these Standalone FinancialStatements that give a true and fair view of the financialposition, financial performance and cash flow of theBank in accordance with the accounting principlesgenerally accepted in India including the applicableAccounting Standards, provisions of Section 29 ofthe Banking Regulation Act, 1949 and the circularsand guidelines issued by RBI from time to time. Thisresponsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Bank and forpreventing and detecting frauds and other irregularities;
selection and application of appropriate accountingpolicies; making judgements and estimate that arereasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevantto the preparation and presentation of the Standalonefinancial statements that give true and fair view and arefree from material misstatement, whether due to fraud orerror.
In preparing the standalone financial statements, theBoard of Directors is responsible for assessing theBanks ability to continue as a going concern, disclosing,as applicable, matters related to going concern andusing the going concern basis of accounting unlessBoard of Directors either intends to liquidate the Bankor to cease operations, or has no realistic alternative butto do so. The Board of Directors are also responsible foroverseeing the Banks financial reporting process.
Auditors Responsibilities for the Audit of the Standalone
Financial Statements
8. Our objectives are to obtain reasonable assuranceabout whether the standalone financial statements as awhole are free from material misstatement, whether dueto fraud or error, and to issue an auditors report thatincludes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements canarise from fraud or error and are considered material if,individually or in the aggregate, they could reasonablybe expected to influence the economic decisions ofusers taken on the basis of these standalone financialstatements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalscepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether due tofraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit procedures thatare appropriate in the circumstances. As required bythe Reserve Bank of Indias letter DOS.ARG.No.6270/08.91.001/2019-20 dated March 17, 2020 (as amended),we are also responsible for expressing our opinionon whether the Bank has adequate internal financialcontrols with reference to financial statements in placeand the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of managements useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that maycast significant doubt on the Banks ability to continueas a going concern. If we conclude that a materialuncertainty exists, we are required to draw attentionin our auditors report to the related disclosures in thestandalone financial statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to thedate of our auditors report. However, future events orconditions may cause the Bank to cease to continue asa going concern.
• Evaluate the overall presentation, structure and contentof the financial statements, including the disclosures,and whether the financial statements represent theunderlying transactions and events in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in theStandalone Financial Statements that, individually or inaggregate, makes it probable that the economic decisions ofa reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope ofour audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in theStandalone Financial Statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditors report unless lawor regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of suchcommunication.
Report on other Legal and Regulatory Requirements
9. The Balance Sheet and the Profit and Loss accounthave been drawn up in accordance with the provisionsof Section 29 of the Banking Regulation Act, 1949.
10. Subject to the limitations of the audit indicated inparagraph 5, 7 and 8 above and as required by theBanking Companies (Acquisition and Transfer ofUndertakings) Act, 1970/1980, and subject also to thelimitations of disclosure required therein, we report that:
a) We have obtained all the information and explanationswhich to the best of our knowledge and belief, werenecessary for the purposes of our audit and have foundthem to be satisfactory;
b) The transactions of the Bank, which have come to ournotice, have been within the powers of the Bank and
c) The returns received from the offices and branches ofthe Bank have been found adequate for the purposes ofour audit.
11. We further report that:
a) In our opinion, proper books of account as required bylaw have been kept by the Bank so far as it appearsfrom our examination of those books and proper returnsadequate for the purposes of our audit have beenreceived from branches not visited by us;
b) The Balance Sheet, Profit and Loss account and Cashflow statement dealt with by this report are in agreementwith the books of account and with the returns receivedfrom branches not visited by us;
c) The reports on the accounts of the branch offices auditedby branch auditors of the Bank as per the provisionsof section 29 of the Banking Regulation Act, 1949 havebeen sent to us and have been properly dealt with by usin preparing this report; and
d) in our opinion, the Balance Sheet, the Profit and LossAccount and the Cash Flow Statement comply with theapplicable accounting standards, to the extent they arenot inconsistent with the accounting policies prescribedby the RBI.
12. As required by letter no. DOS.ARG. No.6270 /08.91.001/2019-20 dated March 17,2020 on "Appointment ofStatutory Central Auditors (SCAs) in Public SectorBanks-Reporting obligations for SCAs from 2019-20",read with subsequent communication dated May 19,2020 issued by RBI, we further report on the mattersspecified in paragraph 2 of the aforesaid letter as under:
a) In our opinion, the aforesaid Standalone FinancialStatements comply with the applicable accountingstandards, to the extent they are not inconsistent withthe accounting policies prescribed by RBI;
b) There are no observations or comments on financialtransactions or matters which have any adverse effecton the functioning of the bank.
c) As the bank is not registered under the CompaniesAct, 2013, the disqualifications from being a directorof the bank under sub-section (2) of Section 164 of theCompanies Act, 2013 do not apply to the bank.
d) There are no qualification, reservation or adverseremarks relating to the maintenance of accounts andother matters connected therewith.
e) Our Audit report on the adequacy and operatingeffectiveness of the Banks internal financial controls withreference to financial statements is given in Annexure‘A to this report. Our report expresses an unmodifiedopinion on the Bankss operating effectiveness ofinternal financial controls with reference to financialstatements as at March 31,2024.
| For Shah Gupta & Co | For Khandelwal Jain & Co | For S Venkatram & Co LLP |
| Chartered Accountants | Chartered Accountants | Chartered Accountants |
| FRN: 109574W | FRN: 105049W | FRN: 004656S/S200095 |
| D. V. Ballal | Rishikesh Joshi | S. Sundarraman |
| Partner | Partner | Partner |
| M. No.: 013107 | M. No.: 138738 | M. No.: 201028 |
| UDIN: 24013107BKDEYE9733 | UDIN:24138738BKEXNZ3703 | UDIN:24201028BKCTPQ1026 |
| For Batliboi & Purohit | For V Sankar Aiyar & Co | |
| Chartered Accountants | Chartered Accountants | |
| FRN: 101048W | FRN: 109208W | |
| Raman Hangekar | G.Sankar | |
| Partner | Partner | |
| M. No.: 030615 | M. No.:46050 | |
| UDIN:24030615BKCJCP5051 | UDIN: 24046050BKCLLK5318 | |
| Date: May 10, 2024 | ||
| Place: Mumbai |
ANNEXURE ‘A TO THE INDEPENDENT AUDITORSREPORT
(Referred to in paragraph 12(e) under "Report on OtherLegal and Regulatory Requirements" of our report ofeven date)
Report on the Internal financial controls with referenceto Financial Statements as required by the ReserveBank of India (the "RBI") Letter no. DOS.ARG.No.6270/08.91.001 /2019-20 dated March 17, 2020 (asamended) (the "RBI communication")
We have audited the internal financial controls with referenceto Financial Statements of Bank of Baroda (the "Bank") as ofMarch 31,2024 in conjunction with our audit of the standalonefinancial statements of the Bank for the year ended on thatdate which includes internal financial controls with referenceto Financial Statements of the Banks branches.
Managements Responsibility for Internal FinancialControls
The Banks management is responsible for establishing andmaintaining internal financial controls based on "the internalcontrol over financial reporting criteria established by theBank considering the essential components of internal controlstated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Instituteof Chartered Accountants of India". These responsibilitiesinclude the design, implementation and maintenance ofadequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct ofits business, including adherence to the Banks policies,the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness ofthe accounting records, and the timely preparation ofreliable financial information, as required under the BankingRegulation Act, 1949 and the circulars and guidelines issuedby the Reserve Bank of India.
Auditors Responsibility
Our responsibility is to express an opinion on the Banksinternal financial controls with reference to FinancialStatements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "GuidanceNote") issued by the Institute of Chartered Accountants ofIndia (the "ICAI") and the Standards on Auditing (SAs) issuedby the ICAI, to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Noterequire that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference toFinancial Statements were established and maintained andif such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financial controlswith reference to Financial Statements and their operatingeffectiveness. Our audit of internal financial controls withreference to Financial Statements included obtaining anunderstanding of internal financial controls with reference to Financial Statements, assessing the risk that a materialweakness exists, and testing and evaluating the design andoperating effectiveness of internal financial controls based onthe assessed risk. The procedures selected depend on theauditors judgement, including the assessment of the risksof material misstatement of the financial statements, whetherdue to fraud or error.
We believe that the audit evidence we have obtained andthe audit evidence obtained by the branch auditors, in termsof their reports referred to in the Other Matters paragraphbelow, is sufficient and appropriate to provide a basis for ouraudit opinion on the Banks internal financial controls withreference to Financial Statements.
Meaning of Internal financial controls with reference toFinancial Statements
A Banks internal financial controls with reference to FinancialStatements is a process designed to provide reasonableassurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposesin accordance with generally accepted accounting principles.A Banks internal financial controls with reference to FinancialStatements includes those policies and procedures that (1)pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions anddispositions of the assets of the Bank; (2) provide reasonableassurance that transactions are recorded as necessary topermit preparation of financial statements in accordancewith generally accepted accounting principles, and thatreceipts and expenditures of the Bank are being made only inaccordance with authorizations of management and directorsof the Bank; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition,use, or disposition of the Banks assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal financial controls withreference to Financial Statements
Because of the inherent limitations of internal financialcontrols with reference to Financial Statements, includingthe possibility of collusion or improper management overrideof controls, material misstatements due to error or fraudmay occur and not be detected. Also, projections of anyevaluation of the internal financial controls with reference toFinancial Statements to future periods are subject to the riskthat the internal financial controls with reference to FinancialStatements may become inadequate because of changes inconditions, or that the degree of compliance with the policiesor procedures may deteriorate.
Opinion
In our opinion, and to the best of our information andaccording to the explanations given to us and based on theconsideration of the reports of the branch auditors referredto in the Other Matters paragraph below, the Bank has, inall material respects, adequate internal financial controls withreference to Financial Statements and such internal financialcontrols with reference to Financial Statements wereoperating effectively as at March 31, 2024, based on "the
criteria for internal control over financial reporting establishedby the Bank considering the essential components of internalcontrol stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India".
Other Matters
Our aforesaid opinion in so far as it relates to the operatingeffectiveness of internal financial controls with referenceto Financial Statements of 3003 branches is based on thecorresponding reports of the respective branch auditors ofthose branches. Our opinion is not modified in respect of thismatter.
| For Shah Gupta & Co | For Khandelwal Jain & Co | For S Venkatram & Co LLP |
| Chartered Accountants | Chartered Accountants | Chartered Accountants |
| FRN: 109574W | FRN: 105049W | FRN: 004656S/S200095 |
| D. V. Ballal | Rishikesh Joshi | S. Sundarraman |
| Partner | Partner | Partner |
| M. No.: 013107 | M. No.: 138738 | M. No.: 201028 |
| UDIN: 24013107BKDEYE9733 | UDIN:24138738BKEXNZ3703 | UDIN:24201028BKCTPQ1026 |
| For Batliboi & Purohit | For V Sankar Aiyar & Co | |
| Chartered Accountants | Chartered Accountants | |
| FRN: 101048W | FRN: 109208W | |
| Raman Hangekar | G.Sankar | |
| Partner | Partner | |
| M. No.: 030615 | M. No.:46050 | |
| UDIN:24030615BKCJCP5051 | UDIN: 24046050BKCLLK5318 | |
| Date: May 10, 2024 | ||
| Place: Mumbai |
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IIFL Securities Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
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