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D B Corp Ltd.

BSE: 533151 Sector: Media
NSE: DBCORP ISIN Code: INE950I01011
BSE 00:00 | 26 Feb 118.70 1.30
(1.11%)
OPEN

116.90

HIGH

119.70

LOW

116.25

NSE 00:00 | 26 Feb 118.45 0.85
(0.72%)
OPEN

115.00

HIGH

119.75

LOW

115.00

OPEN 116.90
PREVIOUS CLOSE 117.40
VOLUME 2806
52-Week high 208.90
52-Week low 116.25
P/E 6.80
Mkt Cap.(Rs cr) 2,077
Buy Price 116.00
Buy Qty 1.00
Sell Price 118.70
Sell Qty 1.00
OPEN 116.90
CLOSE 117.40
VOLUME 2806
52-Week high 208.90
52-Week low 116.25
P/E 6.80
Mkt Cap.(Rs cr) 2,077
Buy Price 116.00
Buy Qty 1.00
Sell Price 118.70
Sell Qty 1.00

D B Corp Ltd. (DBCORP) - Auditors Report

Company auditors report

To the Members of D. B. Corp Limited

Report on the audit of the Standalone financial statements Opinion

1. We have audited the accompanying standalone financial statements of D. B. CorpLimited ("the Company") which comprise the standalone balance sheet as at March31 2019 the standalone statement of profit and loss standalone statement of changes inequity and standalone statement of cash flows for the year then ended and notes to thestandalone financial statements including a summary of significant accounting policiesand other explanatory information (hereinafter referred to as "the standalonefinancial statements").

2. 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 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2019 and total comprehensive income(comprising of profit and other comprehensive income) changes in equity and its cashflows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key audit matters

4. Key audit matters are those matters that in our professional judgment were of mostin our audit of the standalone financial statements of the current period. These matterswere addressed in the context of our audit of the standalone financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Key audit matter How our audit addressed the key audit matter
Assessment of carrying value of Investment Properties (including advances for properties) (Refer Notes 2.4 2.6 5 and 10 to the standalone financial statements) We performed the following procedures amongst others:
The Standalone Financial Statements of the Company include Investment Properties of ` 829.22 million and advance for properties of ` 732.76 million as at March 31 2019. • Tested the design and operating effectiveness of key controls relating to assessment of appropriateness of the carrying values of investment properties and advances for properties under construction.
Management tests these assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. • Evaluated management’s procedures for identification of triggers for impairment to the carrying values of investment properties and assessment of recoverability of the advances against properties.
Property valuations are carried out by third party valuers engaged by the Company for the selected investment properties. The value of investment properties (including properties under construction) is dependent on the valuation methodology adopted inputs into the valuation model and factors such as prevailing market conditions the individual nature condition and location of each property. • Evaluated the competence and capabilities of the external property valuers engaged by the Company and the terms of their engagement.
• Assessed on test check the reasonableness of the valuation of properties as per the reports of the external valuers by comparing the rates of similar property in the vicinity area from independent property web portals and/ or government notified circle rates.
We focused on this matter because of the significant balance of investment property in the Balance Sheet and inherently subjective nature of investment property valuations due to the use of assumptions in the valuation methodology. • Verified on test check the underlying property documents and other records for determination of the Company’s right over the properties.
• Also verified the physical existence and progress of the constructions for the samples selected.
• Evaluated the Company policy for making provisions for doubtful advances against properties and examined workings for provision made towards such advances.
• Checked mathematical accuracy of the company’s computations of impairment charge wherever impairment was identified.
• Tested adequacy of disclosures made in the financial statements.
Based on the above procedures performed we did not come across any material exceptions in the management’s assessment of the carrying values of the investment properties (including advances against properties).

Other Information

5. The Company’s Board of Directors is responsible for the other information. Theother information comprises the information included in the Annual report but does notinclude the standalone financial statements and our auditor’s report thereon. TheAnnual report is expected to be made available to us after the date of this auditor'sreport.

• Our opinion on the standalone financial statements does not cover the otherinformation and we will not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe standalone financial statements or our knowledge obtained in the audit or otherwiseappears to be materially misstated.

• When we read the Annual report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance and take appropriate action as applicable under the relevant laws andregulations.

Responsibilities of management and those charged with governance for the standalonefinancial statements

6. The Company’s Board of Directors is responsible for the matters stated insection 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance changes in equity 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. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

7. In preparing the standalone financial statements management is responsible forassessing the Company’s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the standalone financial statements

8. 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. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.

9. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism 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 standalone financial statements inplace and the 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 concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However future events or conditionsmay cause the Company to cease to continue 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.

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

11. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

12. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the standalone financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor’s report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other legal and regulatory requirements

13. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

14. 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 the statement of changes inequity and statement of cash flow dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 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 A".

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 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 36 to the standalone financialstatements;

ii. The Company has long-term contracts including derivative contracts as at March 312019 for which there were no material foreseeable losses.

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

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2019.

For Price Waterhouse For Gupta Mittal & Co.
Chartered Accountants LLP Chartered Accountants
Firm Registration Number: Firm Registration Number:
012754N/N500016 FRN009973C
Jeetendra Mirchandani Shilpa Gupta
Partner Partner
Membership Number: Membership Number:
48125 403763
Mumbai Mumbai
May 16 2019 May 16 2019

Annexure A to Independent Auditors’ Report

Referred to in paragraph 14(f) of the Independent Auditors’ Report of even date tothe members of D. B. Corp Limited on the standalone financial statements for the yearended March 31 2019

Report on the Internal Financial Controls with reference to standalone financialstatements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to standalonefinancial statements of D. B. Corp Limited ("the Company") as of March 31 2019in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") and the Standards onAuditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. 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 with reference tostandalone financial statements was established and maintained and if such controlsoperated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofinternal financial controls with reference to standalone financial statements assessingthe risk that a material weakness exists and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

5. 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 controlssystem with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financialstatements

6. A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to standalone financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalonefinancial statements

7. Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial control controls with reference to standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to standalone financial statements and suchinternal financial controls with reference to standalone financial statements wereoperating effectively as at March 31 2019 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

For Price Waterhouse For Gupta Mittal & Co.
Chartered Accountants LLP Chartered Accountants
Firm Registration Number: Firm Registration Number:
012754N/N500016 FRN009973C
Jeetendra Mirchandani Shilpa Gupta
Partner Partner
Membership Number: Membership Number:
48125 403763
Mumbai Mumbai
May 16 2019 May 16 2019

Annexure B to Independent Auditors’ Report

Referred to in paragraph 13 of the Independent Auditors’ Report of even date tothe members of D. B. Corp Limited on the standalone financial statements as of and for theyear ended March 31 2019

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

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of 3 years which in our opinionis reasonable having regard to the size of the Company and the nature of its assets.Pursuant to the programme a portion of the fixed assets has been physically verified bythe Management during the year and no material discrepancies have been noticed on suchverification.

(c) The title deeds of immovable properties as disclosed in Note 4 on Property Plantand Equipment to the standalone financial statements are held in the name of the Companyexcept for

Particulars of immovable properties Gross Block (Rs. in million) Net Block (Rs. in million) Remarks
Leasehold land located at No. 1809 and 1810 Village - Panerio ki Madri Udaipur. 60.16 59.91 Lease deeds are in the name of Urban Improvement Trust Udaipur. The Company is in the process of getting lease deed registered in its own name.

ii. The physical verification of inventory have been conducted at reasonable intervalsby the Management during the year. The discrepancies noticed on physical verification ofinventory as compared to book records were not material.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and(iii)(c) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its services of radio broadcasting. We have broadly reviewed the same and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. We have not however made a detailed examination of the records with a viewto determine whether they are accurate or complete.

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 in respect of provident fund and income tax though there hasbeen a slight delay in a few cases and is regular in depositing undisputed statutorydues including employees’ state insurance sales-tax service-tax duty of customsduty of excise value added-tax goods and service tax and other material statutory duesas applicable with the appropriate authorities.

Also Refer Note 36(c) to the standalone financial statements regarding management'sassessment on certain matters relating to provident fund.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of sales-tax service-tax duty of customs dutyof excise or value added tax which have not been deposited on account of any dispute. Theparticulars of dues of income tax as at March 31 2019 which have not been deposited onaccount of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. In million) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax Demand including interest 6.41 A.Y. 2007- 08 to 2009-10 High Court

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank. The Company does not have any loans from Government.Further the Company has not issued any debentures.

ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are notapplicable to it the provisions of Clause 3(xii) of the Order are not applicable to theCompany.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the standalone financial statements as required underIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse For Gupta Mittal & Co.
Chartered Accountants LLP Chartered Accountants
Firm Registration Number: Firm Registration Number:
012754N/N500016 FRN009973C
Jeetendra Mirchandani Shilpa Gupta
Partner Partner
Membership Number: Membership Number:
48125 403763
Mumbai Mumbai
May 16 2019 May 16 2019