You are here » Home » Companies » Company Overview » Bombay Dyeing & Manufacturing Company Ltd

Bombay Dyeing & Manufacturing Company Ltd.

BSE: 500020 Sector: Industrials
NSE: BOMDYEING ISIN Code: INE032A01023
BSE 00:00 | 13 Dec 74.40 1.70
(2.34%)
OPEN

73.40

HIGH

75.30

LOW

72.90

NSE 00:00 | 13 Dec 74.45 1.70
(2.34%)
OPEN

73.00

HIGH

75.30

LOW

72.70

OPEN 73.40
PREVIOUS CLOSE 72.70
VOLUME 231886
52-Week high 149.40
52-Week low 60.75
P/E 1.29
Mkt Cap.(Rs cr) 1,537
Buy Price 74.40
Buy Qty 198.00
Sell Price 74.40
Sell Qty 360.00
OPEN 73.40
CLOSE 72.70
VOLUME 231886
52-Week high 149.40
52-Week low 60.75
P/E 1.29
Mkt Cap.(Rs cr) 1,537
Buy Price 74.40
Buy Qty 198.00
Sell Price 74.40
Sell Qty 360.00

Bombay Dyeing & Manufacturing Company Ltd. (BOMDYEING) - Auditors Report

Company auditors report

To the Members of The Bombay Dyeing and Manufacturing Company Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of The BombayDyeing and Manufacturing Company Limited ("the Company") which comprise theBalance Sheet as at March 31 2019 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity the Statement of Cash Flows forthe year then ended and notes to the standalone financial statements including a summaryof the significant accounting policies and other explanatory information (hereinafterreferred to as "the standalone financial statements").

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 Companies Act 2013 as amended ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 its profit andtotal comprehensive income the changes in equity and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act (SAs). Ourresponsibilities under those standards are further described in the "Auditor'sResponsibilities for the Audit of the Standalone Financial Statements" section of ourreport. We are independent of the Company in accordance with the "Code ofEthics" issued by The Institute of Chartered Accountants of India ("ICAI")together with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole for the year ended March 31 2019 and in forming our opinionthereon and we do not provide a separate opinion on these matters. We have determined thematters described below to be the key audit matters to be communicated in our report:

Key Audit Matters How was the matter addressed in our audit
Revenue Recognition for Real Estate Development activity
Effective April 1 2018 the Company has adopted a new accounting standard Ind AS 115 on "Revenue from Contracts with Customers" and applied the modified retrospective approach to contracts that are not completed as on that date and to not restate the comparative periods. This standard interalia could have the significant impact on the manner in which a company in real estate industry recognises its revenue. Under Ind AS 115 revenue is recognised over a period (as known as Percentage of Completion Method - POCM) or at a point in time (as known as Project Completion Method - PCM).

To determine the revenue to be recognised under Ind AS 115 and the impact thereof the management undertook assessment of its contracts with customers that were not completed and more particularly for its ongoing Real Estate Development Project ("the ongoing project"). On assessment the management considered that it would have to recognise the revenue at a point in time (PCM) and accordingly reversed the revenue hitherto recognised under POCM as per Ind AS 18 on "Revenue" and Ind AS 11 on "Construction Contracts" with corresponding impact to Retained Earnings as per transitional provisions specified under Ind AS 115.

Assessed the Company's process to identify the impact of adoption of Ind AS

115 the new revenue accounting standard among other types of revenue that

for its ongoing real estate project.

Our audit procedures included among others the following:

• Evaluated the design of the internal controls relating to implementation of Ind AS 115;

• Evaluated the requirements of Ind AS 115 for the manner of recognising revenue;

• Evaluated the accounting policy of recognising revenue and that based on POCM which was hitherto followed;

• Evaluated its existing contracts with customers and the analysis performed by management for each contract by selecting samples for such contracts with customers;

• Based on the evaluation of contracts assessed the appropriateness to adopt PCM as policy for revenue recognition for the ongoing project;

• Examined the process and related documents (like OC possession letter) to determine the satisfaction of performance obligations of contracts under ongoing project during the year;

Key Audit Matters How was the matter addressed in our audit
Revenue Recognition for Real Estate Development activity
During the year the Company received part Occupancy Certificate ("OC") for the ongoing project and accordingly on satisfying performance obligations under contracts the Company recognised revenue as per PCM that is at a point in time. For the part of the project for which Occupancy Certificate is yet to be received the amount is carried as Work- in-progress.

The application and transition to Ind AS 115 is complex and involve certain key judgements relating to appropriateness of the basis used to recognise revenue and more particularly for its ongoing project and hence the same is considered to be a key audit matter.

[Refer Note "o" to significant accounting policy and Notes 11 and 34 to the standalone financial statements]

• Evaluated and examined the effect of adjustment as at April 1 2018 for reversal of revenue hitherto recognised in terms of transition requirement under Ind AS 115; also evaluated the appropriateness of disclosure for reversal of revenue;

• Evaluated the appropriateness and assessed the completeness of disclosures in accordance with the requirements of Ind AS 115.

Uncertain tax positions - Direct and Indirect Taxes
The Company has uncertain tax matters pending litigations under direct tax and various indirect tax laws. The litigation involves significant judgement to determine the possible outcome based on which accounting treatment is given to the disputed amount.

Given the magnitude of potential outflow of economic resources and uncertainty of potential outcome uncertain tax positions are considered to be key audit matters.

[Refer Notes 17 29 and 41 to the standalone financial statements.]

Our audit procedures included among others the following:

• Obtained details of uncertain tax position and gained understanding thereof;

• Obtained details of tax assessments and also demands raised;

• Alongwith our internal tax experts read and analysed relevant communication with the authorities;

• Evaluated advice obtained by the management from legal consultants on possible outcome of the litigation;

• Discussed with senior management and evaluated management's assumptions regarding provisions made or reflected as contingent liabilities;

• Assessed whether the disclosures for uncertain tax positions are in accordance with the requirements of Ind AS 37 on "Provisions Contingent Liabilities and Contingent Assets".

Transferable Development Rights (TDR)/ Floor Space Index (FSI)
During the year on entering the agreement with Municipal Corporation of Greater Mumbai (MCGM) and Maharashtra Housing and Development Authority (MAHADA) the Company received entitlement of Transferable Development Rights (TDR) and Floor Space Index (FSI) in lieu of lands earmarked and handed over to MCGM and MHADA under the Integrated Development Scheme as per the provisions of DCR 58.

Based on Valuation Reports of Registered Valuers the value of entitlement of TDR and FSI so determined have been recognised as Revenue from Real Estate Development activity and reflected as inventories.

Considering the materiality of the amounts as also the valuation of TDR/FSI involve significant judgements and assumptions and the accounting thereof this matter is considered to be key audit matter.

[Refer Notes 11 and 48 to the standalone financial statements]

Our audit procedures included among others the following:

• Evaluated the details of land surrendered to MCGM and MHADA respectively and corresponding entitlement by way TDR and FSI entitlement;

• Evaluated the management's review of valuations provided by external experts that is independent valuers;

• Assessed the competence of the independent valuers;

• Evaluated the valuation reports of external experts for the basis adopted for fair valuation of TDR and FSI benchmarks used such as the Stamp Duty Ready Reckoner rate as also the assumptions applied for the valuation;

• Evaluated the accounting treatment of TDR/FSI whether the same is in compliance with the related Ind AS;

• Assessed whether the disclosures in relation to TDR/FSI are in accordance with the related Ind AS.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report Management Discussion and Analysis BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon. In connection with ouraudit of the standalone financial statements our responsibility is to read the otherinformation and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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 Act with respect to the preparation and presentation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance (including other comprehensive income) changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Ind AS specified under Section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and the design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe management either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Emphasis of Matter

The remuneration paid to the Managing Director for the year ended March 31 2017 is inexcess of the limit prescribed under Section 197 read with Schedule V of the Act by र .4.29 Crore . The Company has received an approval from the Central Government datedJune 21 2017 for payment of remuneration amounting to र . 2.12 Crore only.Fresh application for the approval of the pending amount was made to the CentralGovernment however the same stands abated pursuant to the provisions of the Companies(Amendment) Act 2017 and the same shall be regularised by taking approval from theshareholders at the ensuing Annual General Meeting pursuant to the said provisions.

Other Matter

The Comparative financial information of the Company for the year ended March 31 2018included in these standalone financial statements are based on the previously issuedfinancial statements prepared in accordance with the Companies (Indian Accounting

Standards) Rules 2015 and other accounting principles generally accepted in India andaudited by the predecessor auditor (vide their unmodified audit report on May 14 2018).

Our opinion on the standalone financial statements and our report on Other Legal andRegulatory Requirements below is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. 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 purposes 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 (including Other ComprehensiveIncome) the Statement of Changes in Equity the Statement of Cash Flows and notes to theStandalone Financial Statements dealt with by this Report are in agreement with the booksof account;

d. In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended;

e. On the basis of written representations received from the directors as on March 312019 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2019 from being appointed as a director in terms of Section 164(2) of theAct;

f. With respect to the internal financial controls with reference to financialstatements of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure A";

g. With respect to the matter to be included in the Auditor's Report in accordance withthe requirements of Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid during the current year by the Company to its directorsis in accordance with the provisions of Section 197 of the Act and is not in excess of thelimit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has notprescribed other details under Section 197(16) which are required to be commented upon byus.

h. 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 as amended in our opinion and to the bestof our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 41 of the standalonefinancial statements ;

ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses as required under the applicable law oraccounting standards.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312019.

2. 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 weenclose in the "Annexure B" a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
PLACE : Mumbai Partner
DATED : May 2 2019 Membership No. 36148

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 1 (f) under the heading of "Report on Other Legal andRegulatory Requirements" in our Independent Auditor's Report of even date on theStandalone Financial Statements for the year ended March 31 2019.

Report on the Internal Financial Controls with reference to Financial Statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls with reference to standalone financialstatements of THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED ("theCompany") as of March 31 2019 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date. Management'sResponsibility for Internal Financial Controls The Company's Management is responsiblefor establishing and maintaining internal financial controls based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") issued by the Institute of Chartered Accountants of India ("ICAI").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing issued by ICAI anddeemed to be prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements 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 with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of internal financial controls withreference to financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the standalone financialstatements 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 withreference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements 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 the financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

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

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects internal financial controls withreference to the standalone financial statements and such internal financial controls withreference to standalone financial statements were operating effectively as at March 312019 based on the internal financial controls with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
PLACE : Mumbai Partner
DATED : May 2 2019 Membership No. 36148

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 2 under the heading of "Report on Other Legal andRegulatory Requirements" of our Independent Auditors' Report of even date on theStandalone Financial Statements for the year ended March 31 2019.

Report on the Companies (Auditor's Report) Order 2016 issued in terms of Section143(11) of the Companies Act 2013 ("the Act") of The Bombay Dyeing andManufacturing Company Limited ("the Company"):

i. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment ("PPE"). Therecords of certain assets need to be assimilated to make identification possible.

b. PPE have been physically verified by the management according to a phased programmedesigned to cover all the PPE over a period of three years which in our opinionprovides for physical verification of all the items of PPE at reasonable intervals. Thediscrepancies reported on such verification are not material and have been properly dealtwith in the books of account.

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 asincluded in Note 3 to the standalone financial statements are held in the name of theCompany.

ii. Inventories (excluding stocks lying with third parties) have been physicallyverified by the management during the year. In respect of inventories lying with thirdparties these have substantially been confirmed by them. In our opinion the frequency ofverification is reasonable. The discrepancies noticed on verification between physicalstock and book records were not material in relation to the operations of the Company andthe same have been properly dealt with in the books of account.

iii. The Company has granted unsecured loans and an interest- free shareholders'deposit to its Subsidiary Company (Jointly Controlled entity upto July 18 2018) coveredin the register maintained under Section 189 of the Companies Act.

a. The terms and conditions of the grant of such loans are not prima facie prejudicialto the interest of the Company;

b. The principal amount of the loans and shareholders' deposit and interest thereon wasnot repaid as due against which the adequate provision has been made. During the yearthe principal amount of loan is converted into Equity Share Capital of the Subsidiary.

c. The loans and shareholder's deposit and interest aggregating to र . 54.29Crore are overdue for more than ninety days.

iv. The Company has obtained a legal opinion that it can avail the exemption providedin Section 186 (11) of the Companies Act 2013 and that by virtue of such exemption theprovisions of Section 186 (2) of the Companies Act 2013 are not applicable to the Company.Based on the legal opinion and according to the information and explanations given to usthe Company has complied with the provisions of Sections 185 and 186 of the Act withrespect to grant of loans investments made guarantees given and securities provided.

v. In our opinion and according to the information and explanations given to us theCompany has complied with directives issued by Reserve Bank of India and the provision ofSections 73 to 76 or any other relevant provisions of the Act and the Companies(Acceptance and Deposits) Rules 2014 as amended with regard to deposit accepted fromthe public. According to the information and explanations given to us no order has beenpassed by the Company Law Board or National Company Law Tribunal or Reserve Bank of Indiaor any Court or any other Tribunal.

vi. We have broadly reviewed the books of account and records maintained by the Companypursuant to the Companies (Cost Records and Audit) Rules 2014 as specified by the CentralGovernment for maintenance of cost records under Section 148(1) of the Act in respect ofthe products manufactured by the Company and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. However we have not made adetailed examination of the said accounts and records with a view to determine whetherthey are accurate or complete.

vii. a. According to the information and explanations given to us and on the basis ofthe books and records examined by us the Company has been generally regular in depositingundisputed statutory dues including dues pertaining to Provident Fund Income-tax Goodsand Service Tax Duty of Customs Employees' State Insurance Cess and other materialstatutory dues as applicable with the appropriate authorities in India. There are noarrears of outstanding statutory dues on the last day of the financial year for a periodof more than six months from the date they became payable.

b. According to the information and explanations given to us and on the basis of thebooks and records of the Company examined by us as may be applicable given herein beloware the details of dues of Income-tax Sales-tax Duty of Customs and Duty of ExciseValue Added Tax which have not been deposited on account of disputes and the forum wherethe dispute is pending :

Sr. No. Name of statute Nature of the dues Amount (' in Crores) Period to which the Amount relates Forum where dispute is pending
1 Sales Tax and Value Sales Tax 0.09 1999-2000 Deputy Commissioner Appeal- II
Added Tax MVAT 0.38 2009-10 Maharashtra Sales Tax Tribunal
CST 1.80 2009-10 Maharashtra Sales Tax Tribunal
CST 1.52 2009-10 Assistant Commissioner of Sales Tax New Delhi
CST 0.50 2012-13 Joint Commissioner of Sales Tax (Appeals) Mumbai
CST 2.97 2012-13 Joint Commissioner of Sales Tax (Appeals) New Delhi
CST 0.16 2013-14 Joint Commissioner of Sales Tax (Appeals) Kerala
CST 1.56 2013-14 Joint Commissioner of Sales Tax (Appeals) Mumbai
CST 4.41 2013-14 Assistant Commissioner of Sales Tax (Appeals) New Delhi
CST 0.14 2014-15 Joint Commissioner of Sales Tax (Appeals) West Bengal
CST 1.47 2014-15 Appeal to be filed with Assistant Commissioner of Sales Tax New Delhi
CST 2.07 2014-15 Assistant Commissioner of Sales Tax (Appeals) New Delhi
VAT 4.12 2014-15 Assessing Authority Haryana
2 The Income-tax Act 1961 Income Tax 4.63 2011-12 Commissioner of Income Tax (Appeal)
Income Tax 0.13 2012-13 Commissioner of Income Tax (Appeal)
Income Tax 17.69 2013-14 Commissioner of Income Tax (Appeal)
Income Tax 25.44 2014-15 Commissioner of Income Tax (Appeal)
3 The Customs Act 1962 Interest on 0.95 1995-2012 Commissioner of Customs
customs duty (Appeals) Mumbai
4 The Central Excise Act Excise Duty 0.16 1989-90 to Commissioner of Central Excise
1944 1995-96 (Appeals) Mumbai
Excise Duty 0.62 1995-96 to Deputy Commissioner of Central Excise
1996-97
Excise Duty 0.03 1997-98 Deputy Commissioner of Central Excise
Service Tax 0.76 2003-04 to 2005-06 Commissioner of Service Tax Mumbai Tribunal

viii. According to the information and explanations given to us as also on the basisof the books and records examined by us the Company has not defaulted in repayment ofdues to financial institutions or banks. The Company has not taken any loan or borrowingfrom Government and has not issued any debenture during the year.

ix. According to the information and explanations given to us and on the basis of thebooks and records examined by us the Company has not raised any money by way of initialpublic offer or further public offer (including debt instruments) during the year.Accordingly paragraph 3(ix) of the Order in respect thereof is not applicable. Moneysraised by way of term loans were applied for the purposes for which those are raised.

x. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe year in the course of our audit.

xi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration during the financial year 2018-19 in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Act.

The remuneration paid to the Managing Director for the year ended March 31 2017 is inexcess of the limit prescribed under Section 197 read with Schedule V of the CompaniesAct 2013 by र . 4.29 Crore. The Company has received an approval from theCentral Government dated June 21 2017 for payment of remuneration amounting to र .2.12 Crore only. Fresh application for the approval of the pending amount was made tothe Central Government however the same stands abated pursuant to the provisions of theCompanies (Amendment) Act 2017 and the same shall be regularised by taking approval fromthe shareholders at the ensuing Annual General Meeting pursuant to the said provisions.

xii. The Company is not a Nidhi company. Accordingly paragraph 3(xii) of the Order isnot applicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and the details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanations given to us and on the basis of thebooks and records examined by us the Company has not made a preferential allotment orprivate placement of shares fully paid or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable.

xv. According to the information and explanations given to us and on the basis of thebooks and records examined by us the Company has not entered into non-cash transactionswith directors or persons connected with him. Accordingly paragraph 3(xv) of the Order isnot applicable.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable tothe Company.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
PLACE : Mumbai Partner
DATED : May 2 2019 Membership No. 36148