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D B Corp Ltd.

BSE: 533151 Sector: Media
NSE: DBCORP ISIN Code: INE950I01011
BSE 15:40 | 30 Nov 91.00 -1.85
(-1.99%)
OPEN

94.00

HIGH

96.20

LOW

90.50

NSE 15:32 | 30 Nov 91.15 -1.90
(-2.04%)
OPEN

94.45

HIGH

97.65

LOW

90.25

OPEN 94.00
PREVIOUS CLOSE 92.85
VOLUME 5712
52-Week high 124.60
52-Week low 76.00
P/E 8.79
Mkt Cap.(Rs cr) 1,609
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 94.00
CLOSE 92.85
VOLUME 5712
52-Week high 124.60
52-Week low 76.00
P/E 8.79
Mkt Cap.(Rs cr) 1,609
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

D B Corp Ltd. (DBCORP) - Auditors Report

Company auditors report

To the Members of D. B. Corp Limited

Report on the audit of the consolidated financial statements

Opinion

1. We have audited the accompanying consolidated financial statementsof D. B. Corp Limited (hereinafter referred to as the "Holding Company") and itssubsidiaries (Holding Company and its subsidiaries together referred to as "theGroup") which comprise the consolidated Balance Sheet as at March 31 2020 and theconsolidated Statement of Profit and Loss (including other comprehensive loss) theconsolidated Statement of Changes in Equity and the consolidated Statement of Cash Flowsfor the year then ended and notes to the consolidated financial statements including asummary of significant accounting policies and other explanatory information preparedbased on the relevant records (hereinafter referred to as "the consolidated financialstatements").

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid consolidated financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the consolidated state of affairs of the Company as atMarch 312020 of consolidated total comprehensive income (comprising of profit and othercomprehensive loss) consolidated changes in equity and its consolidated cash flows forthe year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section

143(10) of the Act. Our responsibilities under those Standards arefurther described in the Auditor's responsibilities for the audit of the consolidatedfinancial statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of theconsolidated financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

4. We draw your attention to Note 36 to the consolidated financialstatements which explains the uncertainties and the management's assessment of thefinancial impact due to the lock-downs and other restrictions and conditions related tothe COVID-19 pandemic situation for which a definitive assessment of the impact in thesubsequent period is highly dependent upon circumstances as they evolve. Our opinion isnot modified in respect of this matter.

Key audit matters

5. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the consolidated financial statementsof the current period. These matters were addressed in the context of our audit of theconsolidated financial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these 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 2.5 2.6 5 and 10 to the consolidated financial statements) We performed the following procedures amongst others:
• 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.
The consolidated financial statements of the Company include investment properties of Rs. 887.36 million and advance for properties of Rs. 713.92 million as at March 312020.
• 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.
• Evaluated the competency and capabilities of the external property valuers engaged by the Holding Company.
Key audit matter How our audit addressed the key audit matter
Management tests these assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Property valuations are carried out by third party valuers engaged by the Holding Company for the selected 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. • 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.
• 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 Holding Company's policy for making provisions for doubtful advances against properties and examined workings for provision made towards such advances.
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.
• Checked mathematical accuracy of the company's computations of impairment charge wherever impairment was identified.
• Tested adequacy of disclosures made in the consolidated 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

6. The Holding Company's Board of Directors is responsible for theother information. The other information comprises the information included in the Annualreport but does not include the consolidated financial statements and our auditor'sreport thereon. The Annual report is expected to be made available to us after the date ofthis auditor's report.

Our opinion on the consolidated financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the consolidated financial statements orour knowledge obtained in the audit or otherwise appears 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 forthe consolidated financial statements

7. The Holding Company's Board of Directors is responsible for thepreparation and presentation of these consolidated financial statements in term of therequirements of the Act that give a true and fair view of the consolidated financialposition consolidated financial performance and consolidated cash flows and changes inequity of the Group in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act. Therespective Board of Directors of the companies included in the Group are responsible formaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Group and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud

or error which have been used for the purpose of preparation of theconsolidated financial statements by the Directors of the Holding Company as aforesaid.

8. In preparing the consolidated financial statements the respectiveBoard of Directors of the companies included in the Group are responsible for assessingthe ability of the Group to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Group or to cease operations or has norealistic alternative but to do so.

9. The respective Board of Directors of the companies included in theGroup are responsible for overseeing the financial reporting process of the Group.

Auditor's responsibilities for the audit of the consolidatedfinancial statements

10. Our objectives are to obtain reasonable assurance about whether theconsolidated financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these consolidated financial statements.

11. As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theconsolidated financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Holding Company has adequate internal

financial controls with reference to consolidated financial statementsin place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the ability of the Group to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the consolidated financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theconsolidated financial statements including the disclosures and whether the consolidatedfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding thefinancial information of the entities or business activities within the Group to expressan opinion on the consolidated financial statements. We are responsible for the directionsupervision and performance of the audit of the financial statements of such entitiesincluded in the consolidated financial statements of which we are the independentauditors.

12. We communicate with those charged with governance of the HoldingCompany and such other entities included in the consolidated financial statements of whichwe are the independent auditors regarding among other matters the planned scope andtiming of the audit and significant audit findings including any significant deficienciesin internal control that we identify during our audit.

13. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other

matters that may reasonably be thought to bear on our independence andwhere applicable related safeguards.

14. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the consolidatedfinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other legal and regulatory requirements

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

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of our auditof the aforesaid consolidated financial statements.

b. In our opinion proper books of account as required by law relatingto preparation of the aforesaid consolidated financial statements have been kept so far asit appears from our examination of those books.

c. The consolidated Balance Sheet the consolidated Statement of Profitand Loss (including other comprehensive loss) the consolidated Statement of Changes inEquity and consolidated Statement of Cash Flows dealt with by this Report are in agreementwith the books of account.

d. In our opinion the aforesaid consolidated financial statementscomply with the Accounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from thedirectors of the Holding Company and the directors of Subsidiaries as on March 312020taken on record by the Board of Directors of the respective Companies none of thedirectors of the Group companies is disqualified as on March 31 2020 from beingappointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls withreference to consolidated financial statements of the Group and the operatingeffectiveness of such controls refer to our separate Report in "Annexure A".

g. With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

i. The consolidated financial statement disclose the impact if any ofpending litigations on the consolidated financial position of the Group - Refer Note 37 tothe consolidated financial statements;

ii. The Group has long-term contracts as at March 31 2020 for whichthere were no material foreseeable losses. The Company did not have any long-termderivative contracts as at March 312020.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Holding Company and itssubsidiary companies.

iv. The reporting on disclosures relating to Specified Bank Notes isnot applicable to the Group for the year ended March 312020.

16. The Group has paid/ provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

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
Pune Bhopal
June 23 2020 June 23 2020
UDIN: 20048125AAAAEN8863 UDIN:20403763AAAABJ2500

Annexure A to Independent Auditor's Report

Referred to in paragraph 15(f) of the Independent Auditor's Reportof even date to the members of D. B. Corp Limited on the consolidated financial statementsas of and for the year ended March 312020

Report on the internal financial controls with reference toconsolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of theAct

1. In conjunction with our audit of the consolidated financialstatements of the Company as of and for the year ended March 31 2020 we have audited theinternal financial controls with reference to consolidated financial statements of D. B.Corp Limited (hereinafter referred to as "the Holding Company") and itssubsidiary companies as of that date.

Management's responsibility for internal financial controls

2. The respective Board of Directors of the Holding Company and itssubsidiary companies to whom reporting under clause (i) of sub section 3 of Section 143of the Act in respect of the adequacy of the internal financial controls with reference tofinancial statements is applicable are responsible for establishing and maintaininginternal financial controls based on "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 the respective company's policiesthe safeguarding 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

3. Our responsibility is to express an opinion on the HoldingCompany's internal financial controls with reference to consolidated financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") issued by the ICAI and the Standards on Auditing deemed to be prescribed underSection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal

financial controls and both issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to consolidated financial statements was established and maintained and ifsuch controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system with reference toconsolidated financial statements and their operating effectiveness. Our audit of internalfinancial controls with reference to consolidated financial statements included obtainingan understanding of internal financial controls with reference to consolidated financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the consolidated financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Holding Company'sinternal financial controls system with reference to consolidated financial statements.

Meaning of internal financial controls with reference to consolidatedfinancial statements

6. A company's internal financial control with reference toconsolidated financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of consolidatedfinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control with reference toconsolidated financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation ofconsolidated 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 (3) providereasonable

assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a materialeffect on the consolidated financial statements.

Inherent limitations of internal financial controls with reference toconsolidated financial statements

7. Because of the inherent limitations of internal financial controlswith reference to consolidated financial statements including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls with reference to consolidated financial statements to futureperiods are subject to the risk that the internal financial control with reference toconsolidated financial statements may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Holding Company and its subsidiary companieshave in all material respects an adequate internal financial controls system withreference to

financial statements and such internal financial controls withreference to financial statements were operating effectively as at March 31 2020 basedon the internal control over financial reporting criteria established by the HoldingCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India. Also refer paragraph 4 of the main auditreport.

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
Pune Bhopal
June 23 2020 June 23 2020
UDIN: 20048125AAAAEN8863 UDIN:20403763AAAABJ2500

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