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Dalmia Bharat Ltd.

BSE: 533309 Sector: Industrials
NSE: DALMIABHA ISIN Code: INE439L01019
BSE LIVE 15:40 | 18 Dec 3205.85 16.05
(0.50%)
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3194.50

HIGH

3230.70

LOW

3136.00

NSE 15:30 | 18 Dec 3209.05 13.50
(0.42%)
OPEN

3210.00

HIGH

3233.90

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3130.00

OPEN 3194.50
PREVIOUS CLOSE 3189.80
VOLUME 5068
52-Week high 3348.95
52-Week low 1186.40
P/E 327.80
Mkt Cap.(Rs cr) 28,516
Buy Price 3205.85
Buy Qty 62.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3194.50
CLOSE 3189.80
VOLUME 5068
52-Week high 3348.95
52-Week low 1186.40
P/E 327.80
Mkt Cap.(Rs cr) 28,516
Buy Price 3205.85
Buy Qty 62.00
Sell Price 0.00
Sell Qty 0.00

Dalmia Bharat Ltd. (DALMIABHA) - Auditors Report

Company auditors report

To

The Members of

Dalmia Bharat Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of DALMIABHARAT LIMITED ("the Company") which comprise the balance sheet as at March 312017 the statement of profit and loss including the statement of other comprehensiveincome the statement of cash flow and the statement of changes in equity for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation (herein after referred to as "Ind AS financial statements").

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules 2014 and theCompanies (Indian Accounting Standards) Amendment Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing issued by the Institute of Chartered Accountants of India asspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the Ind AS standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone Ind AS financial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks of material misstatementof the standalone Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2017 its profit including other comprehensive income its cash flows andthe changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 (the ‘Order')issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order.

2. As required by Section 143 (3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit of the aforesaid standalone Ind ASfinancial statements;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c. The balance sheet statement of profit and loss including statement of othercomprehensive income the cash flow statement and statement of changes in equity dealtwith by this Report are in agreement with the books of account;

d. In our opinion the aforesaid standalone Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the Companies (Indian Accounting Standards) AmendmentRules 2015 as amended;

e. On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of theAct;

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B";

g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and explanations given to us:

i. The Company does not have any pending litigations as at March 31 2017 which wouldimpact its financial position in its standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended March 312017; and

iv. The Company has provided requisite disclosures in Note 42 to these standalone IndAS financial statements as to the holding as well as dealing in Specified Bank Notes onNovember 8 2016 to December 30 2016. Based on our audit procedures and relying on themanagement representation regarding the holding and nature of cash transactions includingSpecified Bank Notes we report that these disclosures are in accordance with the books ofaccounts maintained by the Company and as produced to us by the Management.

For S. S. KOTHARI MEHTA & CO
Chartered Accountants
Firm Registration No. 000756N
Sunil Wahal
Place: New Delhi Partner
Date: May 10 2017 Membership No: 087294

Annexure A to the Independent Auditor's Report to the members of Dalmia Bharat Limitedon its standalone Ind AS financial statements dated May 10 2017 Report on the mattersspeci_ed in paragraph 3 of the Companies (Auditor's Report) Order 2016 ("the Order')issued by the Central Government of India in terms of section 143(11) of the CompaniesAct 2013 ("the Act") as referred to in paragraph 1 of ‘Report on OtherLegal and Regulatory Requirements' section.

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a program of physical verification of fixed assets that coversevery item of fixed assets over a period of three years. In our opinion this periodicityand manner of physical verification is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verificationundertaken during the year.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deeds of immovable properties areheld in the name of the Company except for an immovable property having a gross blockafter fair valuation of Rs. 46.79 crore and net block of Rs. 42.91 crore not registered inthe name of the Company as at the balance sheet date.

As explained by the management the title deeds of the property shall be executed infavour of the Company in accordance with the order of the Ld. Additional District JudgeDelhi.

ii. The Company is in the business of rendering services and consequently does nothold any inventory. Therefore the provisions of clause 3(ii) of the said Order are notapplicable to the Company.

iii. (a) The Company has granted loans to three companies covered in the registermaintained under section 189 of the Act. In our opinion and according to the informationand explanations given to us the terms and conditions of the grants and loans notprejudicial to the Company's interest.

(b) The Company has granted tenure based as well as loans re-payable on demand toparties covered in the register maintained under section 189 of the Act. The repayment ofloans is as per tenure only. In respect of loans which are granted as re-payable ondemand we are informed that the Company has not demanded repayment of any such loansduring the year and thus there has been no default on the part of the parties to whom themoney has been advanced. The payment of interest has been regular.

(c) Since there is no overdue amount as on the date the relevant reporting is notapplicable.

iv. As per the information and explanation given to us and on the basis of ourexamination of the records the company has complied with provision of section 185 and 186of the Act with respect to the loans and investments made.

v. As the Company has not accepted deposits the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act and the rules framed there under are not applicable.

vi. The Central Government of India has not specified the maintenance of cost recordsunder sub-section (1) of Section 148 of the Act for the business activities carried on bythe Company.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added tax cessand other statutory dues as applicable with the appropriate authorities. There are noarrears of outstanding statutory dues as at the last day of the financial year concernedfor a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of income tax or sales-tax or service tax orduty of customs or duty of excise and value added tax which have not been deposited onaccount of any dispute.

viii. According to the information and explanations given to us and as per the booksand records examined by us the company has not defaulted in repayment of loans orborrowings to banks. The company has not taken any loans from financial institutionsdebenture holders and Government.

ix. In our opinion and according to the information and explanations given to us theCompany has not raised any money way of initial public offer / further public offer andterm loans hence reporting under clause (ix) is not applicable to the Company.

x. During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India we have neithercome across any instance of fraud on or by the Company or any fraud on the Company by itsofficers or employees has been noticed or reported during the year nor have we beeninformed of such case by the management.

xi. According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. The company is not a Nidhi company hence the related reporting requirement of theOrder are not applicable.

xiii. According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and not commented upon.

xv. In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith him.

xvi. According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

ForS. S. KOTHARI MEHTA & CO
Chartered Accountants
Firm Registration No. 000756N
Sunil Wahal
Place: New Delhi Partner
Date: May 10 2017 Membership No: 087294

Annexure B to the Independent Auditor's Report to the members of Dalmia Bharat Limiteddated May 10 2017 on its Ind AS standalone financial statements Report on the InternalFinancial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 ("the Act") as referred to in paragraph 2(f) of ‘Report on Other Legaland Regulatory Requirements' section

We have audited the internal financial controls over financial reporting of DalmiaBharat Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the Ind AS financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone Ind AS financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Ind AS standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and

c) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S. S. KOTHARI MEHTA & CO
Chartered Accountants
Firm Registration No. 000756N
Sunil Wahal
Place: New Delhi Partner
Date: May 10 2017 Membership No: 087294