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Dalmia Bharat Ltd.

BSE: 542216 Sector: Industrials
NSE: DALBHARAT ISIN Code: INE00R701025
BSE 09:55 | 15 Jun 1809.00 7.65
(0.42%)
OPEN

1805.65

HIGH

1809.00

LOW

1793.00

NSE 09:44 | 15 Jun 1805.75 6.60
(0.37%)
OPEN

1796.00

HIGH

1811.40

LOW

1791.90

OPEN 1805.65
PREVIOUS CLOSE 1801.35
VOLUME 356
52-Week high 1910.00
52-Week low 549.80
P/E 1350.00
Mkt Cap.(Rs cr) 33,846
Buy Price 1805.80
Buy Qty 12.00
Sell Price 1808.90
Sell Qty 1.00
OPEN 1805.65
CLOSE 1801.35
VOLUME 356
52-Week high 1910.00
52-Week low 549.80
P/E 1350.00
Mkt Cap.(Rs cr) 33,846
Buy Price 1805.80
Buy Qty 12.00
Sell Price 1808.90
Sell Qty 1.00

Dalmia Bharat Ltd. (DALBHARAT) - Auditors Report

Company auditors report

To The Members of Dalmia Bharat Limited (Formerly known as OdishaCement Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of DalmiaBharat Limited (Formerly known as Odisha Cement Limited) ("the Company")which comprise the balance sheet as at March 312019 the statement of profit and loss(including other comprehensive income) the statement of changes in equity and thestatement of cash flows for the year ended on that date and a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the 'Act') in the manner so requiredand give a true and fair view in conformity with the Indian Accounting Standards ('IndAS') prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended and other accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312019 its profitand total comprehensive income 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 inaccordance with the Standards on Auditing (SAs) specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in theAuditor's Responsibilities for the Audit of the standalone 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 (ICAI) together with theindependence requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent year. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined that there are no key auditmatters to communicate in our report.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Director's Report includingAnnexures to Director's Report Corporate Governance and Shareholder'sInformation but does not include the standalone financial statements and ourauditor's report thereon.

Our opinion on the standalone 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 standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Standalone FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and 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 management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone 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 standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone 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 financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace 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 Company's ability 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 standalone 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 Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial 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

1 As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2 As required by Section 143(3) of the Act based on our audit wereport 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 ouraudit;

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c) The balance sheet the statement of profit and loss including othercomprehensive income statement of changes in equity and the statement of cash flows dealtwith by this Report are in agreement with the relevant books of accounts;

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from thedirectors as on March 31 2019 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2019 from being appointed as a director in termsof Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting;

g) In our opinion the managerial remuneration for the year ended March312019 has been paid / provided by the Company to its directors in accordance with theprovisions of Section 197 read with Schedule V to the Act along with clause (xi) inAnnexure - A of our report on the Order issued under section 143 (11) of the Act; and

h) 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 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company does not have any pending litigations which would impactits financial position;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts.

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

S.S. Kothari Mehta & Company
ICAI Firm registration number: 000756N
Chartered Accountants
Sunil Wahal
Date: May 09 2019 Partner
Place: New Delhi Membership No: - 087294

Annexure A to the Independent Auditors' Report to the members of DalmiaBharat Limited (Formerly known as Odisha Cement Limited) dated May 09 2019.

Report on the matters specified in paragraph 3 of the Companies(Auditor's Report) Order 2016 ("the Order') issued by the Central Government ofIndia in terms of section 143(11) of the Companies Act 2013 ("the Act") asreferred to in paragraph 1 of ‘Report on Other Legal and RegulatoryRequirements' section.

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(b) The Company has a program of physical verification of propertyplant and equipment that covers every item of fixed assets over a period of three years.In our opinion this periodicity and manner of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such verification undertaken during the year.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the company the title deeds of immovableproperties are held in the name of the Company except for an immovable property having agross block after fair valuation of Rs.47 crore and net block of Rs.39 crore notregistered in the name of the Company as at the balance sheet date. As explained by themanagement the title deeds of the property shall be executed in favor of the Company inaccordance with the Order of the Ld. Additional District Judge Delhi.

(ii) The Company is in the business of rendering services and itsoperations does not give rise to inventory. Therefore the provisions of clause 3(ii) ofthe Order are not applicable to the Company.

(iii) (a) The Company has granted loan to One company covered in theregister maintained under section 189 of the Act. In our opinion and according to theinformation and explanations given to us the terms and conditions of the loan is notprejudicial to the interest of the Company.

(b) The Company has granted loans re-payable on demand as agreed toparty covered in the register maintained under Section 189 of the Act. The repayment ofloans is as per tenure only. In respect of loans which are granted as re-payable ondemand we are informed that the Company has not demanded repayment of any such loanduring the year and thus there has been no default on the part of the parties to whom themoney has been lent. The payment of interest wherever applicable has been regular.

(c) There are no amount of loans granted to companies firms or otherparties listed in the register maintained under Section 189 of the Act which are overduefor more than ninety days. Hence reporting requirement is not applicable.

(iv) In our opinion and according to the information and explanationsgiven to us provisions of Section 185 and 186 of the Act wherever applicable in respectof loans to directors including entities in which they are interested and in respect ofloans and advances given investments made and guarantees and securities given have beencomplied with by the Company.

(v) In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public within the meaningof directives issued by the Reserve Bank of India and provisions of sections 73 to 76 orany other relevant provisions of the Act and the Rules framed thereunder.

(vi) According to the information and explanations given to us theCentral Government has not prescribed maintenance of cost records under clause (d) ofsub-section (1) of section 148 of the Act for the Company's activities. Hence theprovisions of clause 3(vi) of the Order are not applicable to the Company.

(vii) (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing undisputed statutory dues including provident fund employees stateinsurance income- tax sales-tax service tax duty of customs duty of excise valueadded tax cess goods & service tax and other statutory dues as applicable with theappropriate authorities during the year. There are no arrears of outstanding statutorydues as at March 31 2019for a period of more than six months from the date when theybecame payable.

(b) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of income tax or sales-tax orservice tax or duty of customs or duty of excise value added tax and goods & servicetax which have not been deposited on account of any dispute.

(viii) According to the information and explanations given to us and asper the books and records examined by us the Company has not defaulted in repayment ofloans or borrowings to banks. The Company has neither taken any loan from financialinstitutions or Government nor has any dues to debenture holders.

(ix) In our opinion and according to the information and explanationsgiven to us the Company has not raised any money by way of initial public offer / furtherpublic offer and monies raised by way of term loans have been utilized for the purpose forwhich term loans were obtained.

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the standalone financial statements and according tothe information and explanations given by the management we report that no fraud by theCompany or no fraud on the Company by the officers and employees of the Company has beennoticed or reported during the year.

(xi) According to the information and explanations given to us theCompany has paid remuneration to Managing Directors during the year in excess of thelimits laid down by Section 197 read with Schedule V to the Act after seeking therequisite approval of the shareholders. The Government has since notified the amendment inSection 197 permitting such payment subject to approval of shareholders. TheCompany's applications to Central Government seeking approval for such excess paymenthave since been abated and the files have been closed.

(xii) In our opinion the Company is not a Nidhi Company. Thereforethe provisions of clause 3(xii) of the order are not applicable to the Company and hencenot commented upon.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with Section 177 and188 of Act and the details have been disclosed in the notes to the standalone financialstatements as required by the applicable Indian accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under audit and hence reporting requirements under clause 3(xiv) of the Orderare not applicable to the Company.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in Section 192 of the Act.

(xvi) According to the information and explanations given to us theprovisions of Section 45-IA of the Reserve Bank of India Act 1934 are not applicable tothe Company.

S.S. Kothari Mehta & Company
ICAI Firm registration number: 000756N
Chartered Accountants
Sunil Wahal
Date: May 09 2019 Partner
Place: New Delhi Membership No: - 087294

Annexure B to the Independent Auditors' Report to the Members of DalmiaBharat Limited (Formerly known as Odisha Cement Limited) dated May 09 2019 on itsstandalone financial statements

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act") as referredto in paragraph 1(f) of ‘Report on Other Legal and Regulatory Requirements' section

We have audited the internal financial controls over financialreporting of Dalmia Bharat Limited (Formerly known as Odisha Cement 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's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls 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"(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the "Guidance Note") andthe Standards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness.

Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting 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 financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting 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 control overfinancial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

b) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and

c) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us 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 March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

S.S. Kothari Mehta & Company
ICAI Firm registration number: 000756N
Chartered Accountants
Sunil Wahal
Date: May 09 2019 Partner
Place: New Delhi Membership No: - 087294

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