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Dalmia Bharat Ltd.

BSE: 533309 Sector: Industrials
NSE: DALMIABHA ISIN Code: INE439L01019
BSE LIVE 15:40 | 09 Dec 1620.75 4.50
(0.28%)
OPEN

1620.00

HIGH

1646.80

LOW

1610.35

NSE LIVE 15:31 | 09 Dec 1625.30 8.50
(0.53%)
OPEN

1625.05

HIGH

1649.40

LOW

1605.05

OPEN 1620.00
PREVIOUS CLOSE 1616.25
VOLUME 9041
52-Week high 2090.00
52-Week low 605.00
P/E 56.33
Mkt Cap.(Rs cr) 14392.26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1620.00
CLOSE 1616.25
VOLUME 9041
52-Week high 2090.00
52-Week low 605.00
P/E 56.33
Mkt Cap.(Rs cr) 14392.26
Buy Price 0.00
Buy Qty 0.00
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 Financial Statements

We have audited the accompanying standalone financial statements of DALMIA BHARATLIMITED ("the Company") which comprise the balance sheet as at March 312016 the statement of profit and loss the cash flow statement for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

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 design implementation and maintenance of adequate internalfinancial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement. An audit involvesperforming procedures to obtain audit evidence about the amounts and the disclosures inthe standalone financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the standalonefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thestandalone financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the 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 2016 and its profit and its cash flows 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 bythe Central Government of India in terms of section 143(11) of the Act we give in the"Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act we report that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

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 the statement of profit and loss and the cash flow statementdealt with by this Report are in agreement with the books of account;

d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e. On the basis of the written representations received from the directors as on March312016 taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2016 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 312016 which wouldimpact its financial position in its standalone financial statements;

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

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 312016.

For S. S. KOTHARI MEHTA & CO
Chartered Accountants
Firm Registration No. 000756N
Sunil Wahal
Place: New Delhi Partner
Date: May 18 2016 Membership No: 087294

Annexure A to the Independent Auditor's Report to the members of Dalmia Bharat Limiteddated May 18 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor's Report)Order 2016 ("the Order') issued by the Central Government of India in terms ofsection 143(11) of the Companies Act 2013 ("the Act") as referred to inparagraph 1 of 'Report on Other Legal 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 by the management the titledeeds of immovable properties included in property plant and equipment/ fixed assets areheld in the name of the Company except for an immovable property having a gross block ofRs. 0.36 crore and net block of Rs. 0.07 crore is not yet registered in the name of theCompany as at the balance sheet date.

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. The Company has granted unsecured loans to three companies covered in the registermaintained under Section 189 of the Companies Act 2013 and out of the above one companyhas fully repaid the loan amount:

(a) The terms and conditions of the grant of such loans are not prejudicial to theCompany'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 Companies Act 2013.The repayment of loans is as per tenure only. In respect of loans which are granted asre-payable on demand we are informed that the Company has not demanded repayment of anysuch loans during the year and thus there has been no default on the part of the partiesto whom the money 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 investment 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 Companies Act 2013 for any of the products ofthe 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 a financial institutions banks debenture 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 and withregard to total term loans raised the Company has utilized the money for the purpose forwhich they were raised.

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 requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

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 ofCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and on an overallexamination of the books of account the company has made preferential allotment of sharesduring the year in exchange for purchase of shares of one of its subsidiary companywithout payment being received in cash which is in compliance with the requirement ofSection 42 of the Companies Act 2013. The Company has not issued any fully or partlyconvertible debentures during the year under review.

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.

For S. S. KOTHARI MEHTA & CO
Chartered Accountants
Firm Registration No. 000756N
Sunil Wahal
Place: New Delhi Partner
Date: May 18 2016 Membership No: 087294

Annexure B to the Independent Auditor's Report to the members of Dalmia Bharat Limiteddated May 18 2016 on its standalone financial statements

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") as referred to in paragraph 2(f) of'Report on Other Legal and Regulatory Requirements' section

We have audited the internal financial controls over financial reporting of DalmiaBharat Limited ("the Company") as of March 31 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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 Company's policies the safeguarding of its assets theprevention 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 issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 judgment including the assessment of the risks of materialmisstatement of the 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 financial statements for external purposes in accordance withgenerally 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 standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; 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 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 2016 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 18 2016 Membership No: 087294

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