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D & H India Ltd.

BSE: 517514 Sector: Engineering
NSE: N.A. ISIN Code: INE589D01018
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NSE 05:30 | 01 Jan D & H India Ltd
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VOLUME 1016
52-Week high 29.40
52-Week low 12.40
P/E 12.01
Mkt Cap.(Rs cr) 15
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 20.50
CLOSE 21.00
VOLUME 1016
52-Week high 29.40
52-Week low 12.40
P/E 12.01
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

D & H India Ltd. (DHINDIA) - Auditors Report

Company auditors report

To the Members of M/S D & H INDIA LIMITED Report on the Standalone FinancialStatements

Opinion

We have audited the accompanying standalone financial statements of D & H INDIALIMITED ("the Company") which comprise the balance sheet as at 31st March 2020and the statement of Profit and Loss (including Other Comprehensive Income) the statementof changes in equity and the statement of Cash Flows for the year ended on that date andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information (hereinafter referred to as "the standalonefinancial 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 Act in the manner so required and give a true and fair view in conformity with theIndian Accounting Standards prescribed under section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended ("Ind AS") and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2020 and the profit and total comprehensive income changes in equity andits cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013.Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the independence requirements that arerelevant to our audit of the standalone financial statements under the provisions of theCompanies Act 2013 and the Rules there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the 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.

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

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Business Responsibility ReportCorporate Governance Report and Shareholder Information but does not include thestandalone 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 our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude

that there is a material misstatement of this other information we are required toreport that fact. We have nothing 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 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 total comprehensive income changes in equity and cashflows of the Company in accordance with the Ind AS and other accounting principlesgenerally accepted in India. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate implementation and maintenance of accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process. Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements.

As part of an audit in accordance with SA we exercise professional judgment andmaintain professional skepticism throughout the audit.

A further description of the auditor's responsibilities for the audit of the standalonefinancial statements is included in "Annexure A". This description forms part ofour auditor's report.

Other Matters - We have nothing to report in this regard

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure "B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

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

•We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes of our audit.

•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

•The standalone Balance Sheet the standalone Statement of Profit and Lossincluding other comprehensive income the standalone statement of changes in equity andthe standalone statement of Cash Flow Statement dealt with by this Report are in agreementwith the books of account.

•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.

•On the basis of the written representations received from the directors as on 31stMarch2020 taken on record by the Board of Directors none of the directors is disqualified ason 31 stMarch 2020 from being appointed as a director in terms of Section 164(2) of the Act.

•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 C".

With respect to the other matters to be included in the Auditor's Report in accordancewith the requirements of section 197(16) of the Act as amended : In our opinion and tothe best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

With respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us:

• The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note to the standalone financial statements;

• The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

• The company has transferred Rs. 194359/- to the Investor Education andProtection Fund in respect of unpaid dividend.

Place: Indore for Lokesh Vyas &Co.
Dated: 25.07.2020 Chartered Accountants
(FRN: 016344C)
(Lokesh Vyas)
Proprietor - M.No.405296
UDIN :20405296AAAAD V6494

Annexure A

Responsibilities for Audit of Standalone Financial Statement

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

Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may

involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has internal financial controls with reference to Financial Statements in placeand the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent 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 audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financialstatements.

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.

Place: Indore Dated: 25.07.2020 for Lokesh Vyas &Co. Chartered Accountants (FRN: 016344C)
(Lokesh Vyas) Proprietor - M.No.405296

ANNEXURE-B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under the heading of "report on other legal andregulatory requirements" of our report of even date)

(i) a. The proper records showing full particulars including quantitative details andsituation

of the fixed assets are being maintained by the company.

b. All the fixed assets have been physically verified by the management during theyear which in our opinion is reasonable having regard to the size of the company and thenature of its assets. As per information and explanations given to us no materialdiscrepancies were noticed.

c. According to the information and explanations given to us and on the basis of our

examination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The inventory of the company has been physically verified by the management during

the year at reasonable intervals. In our opinion the frequency of verification isreasonable the discrepancies noticed on physical verification of inventory as comparedto book records were not material and have been properly dealt with in the books ofaccount.

(iii) The Company has granted loan to one body corporate covered in the registermaintained under section 189 of the Companies Act 2013 (‘the Act').

•In our opinion other terms and conditions on which the loans had been granted tothe body corporate listed in the register maintained under Section 189 of the Act werenot prima facie prejudicial to the interest of the Company.

•The terms of arrangements do not stipulate any repayment schedule and the loansare repayable on demand. Accordingly paragraph 3(iii)(b) of the Order is not applicableto the Company in respect of repayment of the principal amount and payment of interest.

•There are not any repayment schedule and the loans are repayable on demand hencewe are unable to comment on overdue amounts in respect of the loan granted to a bodycorporate listed in the register maintained under section 189 of the Act.

(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 Act with respectto the loans and investments made.

(v) In our opinion and according to the information & explanations given to us thecompany has not accepted deposits as per directives issued by Reserve Bank of India andprovisions of section 73 to 76 or any other relevant provisions of Companies Act and Rulesframed there under.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant tothe Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Governmentunder Section 148(1)(d) of the Companies Act 2013 and are of the opinion that primafacie the prescribed accounts and cost records have been maintained. We have howevernot made a detailed examination of the cost records with a view to determine whether theyare accurate or complete.

(vii) a. According to the information and explanations given to us and on the basis ofour

examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund

employees' state insurance income tax sales tax service tax duty of customs valueadded tax cess and other material statutory dues have been regularly deposited with theappropriate authorities and there are no undisputed statutory dues payable for a period ofmore than six months from the date they become payable as at 31st March 2020.

•According to the information and explanations given to us there are no materialdues of duty of customs and cess which have not been deposited with the appropriateauthorities on account of any dispute. However according to information and explanationsgiven to us the following dues of Sales tax & Entry tax have not been deposited bythe Company on account of disputes :

Nature of Statute Nature of the dues Period to which the amount relates Amount in Rs. Forum where the dispute is pending
CST Regular 2006-07 815554 Appeal Board Bhopal
assessment 2008-09 185077 Appeal Board Bhopal
2009-10 624322 Appeal Board Indore
2010-11 879994 Appeal Board Indore
2011-12 1228390 Appeal Board Indore
2012-13 941050 Appeal Board Indore
2013-14 799868 Appeal Board Indore
2014-15 2478099 Deputy Commissioner Appeal
2015-16 766764 Joint Commissioner Appeal
Entry Tax Regular assessment 2005-06 166968 Appeal Board Bhopal
VAT Regular assessment 2015-16 292668 Joint Commissioner Appeal
Income Tax Regular assessment 2011-12 2017-18 700346 199080 Assessing Officer

(viii) According to the records of the company examined by us and the information& explanations given to us the Company has not defaulted in repayment of dues tofinancial institutions banks or debenture holders during the year.

(ix) According to the records of the company examined by us and the information &explanations given to us term loan if any taken have been applied for the purposes forwhich they were raised. Further the Company did not raise any money by way of initialpublic offer or further public offer (including debt instruments) during the year.

(x) According to the records of the company examined by us and the information &explanations given to us no material fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on ourexamination

of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on our

examination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableIndian accounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination

of the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into noncashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

(xvi) According to the explanation and information given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Place: Indore Dated: 25.07.2020 for Lokesh Vyas &Co. Chartered Accountants (FRN: 016344C)
(Lokesh Vyas) Proprietor - M.No.405296

ANNEXURE ‘C' TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS OF D & H INDIA LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of D &H INDIA LIMITED ("the Company") as of 31st March 2020 inconjunction with our audit of the Standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘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 safeguarding ofits 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 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 accordancewith the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting (the "Guidance Note")and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. 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 controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

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

assessing the risk that a material weakness exists and testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement 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 financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that:

•Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

•Provide reasonable assurance that transactions are recorded as necessary topermit preparation of 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

•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 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 2020based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

Place: Indore Dated: 25.07.2020 for Lokesh Vyas &Co. Chartered Accountants (FRN: 016344C)
(Lokesh Vyas) Proprietor - M.No.405296

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