You are here » Home » Companies » Company Overview » Dalmia Bharat Ltd

Dalmia Bharat Ltd.

BSE: 542216 Sector: Industrials
NSE: DALBHARAT ISIN Code: INE00R701025
BSE 13:59 | 19 Aug 1611.10 -54.40
(-3.27%)
OPEN

1678.50

HIGH

1705.80

LOW

1605.85

NSE 13:49 | 19 Aug 1614.75 -52.15
(-3.13%)
OPEN

1680.00

HIGH

1706.05

LOW

1605.00

OPEN 1678.50
PREVIOUS CLOSE 1665.50
VOLUME 19601
52-Week high 2547.20
52-Week low 1212.60
P/E 146.20
Mkt Cap.(Rs cr) 30,200
Buy Price 1614.05
Buy Qty 18.00
Sell Price 1616.40
Sell Qty 1.00
OPEN 1678.50
CLOSE 1665.50
VOLUME 19601
52-Week high 2547.20
52-Week low 1212.60
P/E 146.20
Mkt Cap.(Rs cr) 30,200
Buy Price 1614.05
Buy Qty 18.00
Sell Price 1616.40
Sell Qty 1.00

Dalmia Bharat Ltd. (DALBHARAT) - Auditors Report

Company auditors report

To the Members of Dalmia Bharat Limited

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying standalone financial statements of Dalmia BharatLimited (‘the Company’) which comprise the Balance Sheet as at 31 March 2022the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash

Flows for the year then ended and a summary of the significant accounting policies andother explanatory information.

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 Indian Accounting Standards (‘Ind AS’)specified under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 and other accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2022 and its profit (including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.

3. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India(‘ICAI’) together with the ethical requirements that are relevant to our auditof the standalone 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.

Key Audit Matter

4. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

We have determined the matter described below to be the key audit matters to becommunicated in our report.

Key audit matter Hew our audit addressed the key audit matter
Investments: Our audit included but was not limited to the following procedures:
Refer Note 5(i) and Note 7(i) of the standalone financial statements. The Company's investment portfolio represents substantial portion of the Company's total assets as at 31 March 2022. Out of total investment of ? 7521 Crores Company has investments of? 6780 Crores in subsidiaries being carried at cost in accordance with Ind AS 27 Separate Financial Statements and has other investments of ? 741 Crores which are fair valued through profit/loss or other comprehensive income in accordance with Ind AS 109 Financial Instruments. a) Obtained an understanding of the management's process for recording transactions pertaining to purchase and sale of investments classification identification of impairment indicators and valuation of investments.
Investment in Subsidiaries b) Tested the design implementation and operating effectiveness of Key controls over the existence classification and valuation of the investments including the Company's review and approval of the estimates and assumption used for such classification and valuation;
The Company assesses the recoverable amounts of each investment when impairment indicators exist by comparing the fair value (less costs of disposal) and carrying amount of the investment in subsidiaries as on the reporting date. c) Evaluated the accounting policy adopted by the Company for its appropriateness in accordance with applicable accounting standards including Ind AS 109.
Management’s assessment of whether there are impairment indicators and estimate of the recoverable amounts of the identified investments may require significant management judgment and estimates. No impairment indicators have been identified by the management in the current year. d) Inspected source documents such as Statement of holdings from depository independent confirmations from issuers of mutual funds etc. held in the name of the Company to confirm existence and rights of the Company to such investment balance as disclosed to be outstanding as at 31 March 2022.
Other investments e) Enquired from the management if there is any charge or lien created on such investments.
Investment in equity instruments of other entities have been classified as fair valued through profit/loss ('FVTPL') or fair valued through other comprehensive income ('FVTOCI') based on the Company's business model of managing the financial assets and the contractual cash flows characteristics of the financial assets in accordance with Ind AS 109. Further the Company has designated investments in mutual funds bonds and other venture capital fund as at FVTPL. f) For investment in listed entities performed independent price check from relevant stock exchange used by Company's management to fair value their investments recognised at FVTPL or FVTOCI as per Ind AS 109. For unquoted investments held in bonds verified the NAV as at year end from statements / confirmations received from the issuing authority.
For the purpose of determining fair value of aforesaid investments the share price/NAV as at year-end of such investments has been considered by the management. With respect to aforesaid classification refer Note 39 for a restatement done by the management in accordance with the principles of Ind AS 8 Accounting policies. Change in Accounting Estimates and Errors. This matter is also considered as fundamental to the understanding of the users of the standalone financial statements. g) Reviewed management's assessment of no impairment indicators noted for the investments held by the Company as at 31 March 2022.
Investments was considered to be one of the areas which required significant auditor attention and was one of the matters of most significance in the standalone financial statements considering the materiality of total value of investments to the standalone financial statements and hence has been identified as a key audit matter for the current year audit. h) Tested on sample basis the gain or loss recorded by the Company on transactions of sale during the year.
i) Evaluated the adequacy of disclosures given in the standalone financial statements in accordance with applicable accounting standards.

Information other than the Standalone Financial Statements and Auditor’s Reportthereon

5. The Company’s Board of Directors are 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.

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 in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

6. The accompanying standalone financial statements have been approved by theCompany’s Board of Directors. The Company’s

Board of Directors are responsible for the matters stated in section 134(5) of the Actwith respect to the preparation and presentation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income changes in equity and cash flows of the Company in accordancewith the Ind AS specified under section 133 of the Act and other accounting principlesgenerally accepted in India.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the

Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate 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 financialstatements that a true and fair view and are free from material misstatement whether dueto fraud or error.

7. In preparing the standalone financial statements the Board of

Directors are responsible for assessing the Company’s ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intend to liquidatethe Company or to cease operations or has no realistic alternative but to do so.

8. Those Board of Directors are also responsible for overseeing the Company’sfinancial reporting process.

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

9. 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 Standards on Auditing 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.

10. As part of an audit in accordance with Standards on Auditing specified undersection 143(10) of the Act we exercise professional judgment and maintain professionalskepticism 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 system with reference to standalone financialstatements in place and the 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; and

• 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.

11. 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 during our audit.

12. 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.

13. 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.

Other Matter

14. The standalone financial statements of the Company for the year ended 31 March 2021were audited by the predecessor auditor S.S. Kothari Mehta & Company who haveexpressed an unmodified opinion on those standalone financial statements vide their auditreport dated 30 April 2021.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit we report that theCompany has paid remuneration to its directors during the year in accordance with theprovisions of and limits laid down under section 197 read with Schedule V to the Act. 16.As required by the Companies (Auditor’s Report) Order 2020 (‘the Order’)issued by the Central Government of India in terms of section 143(11) of the Act we givein the Annexure I

a statement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.

17. Further to our comments in Annexure I as required by section 143(3) of the Actbased on our audit we report to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit of theaccompanying standalone financial statements;

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 standalone financial statements dealt with by this report are in agreement withthe books of account;

d) in our opinion the aforesaid standalone financial statements comply with Ind ASspecified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31

March 2022 from being appointed as a director in terms of section 164(2) of the Act; f)With respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company as on 31 March 2022 and the operatingeffectiveness of such controls refer to our separate

Report in Annexure II wherein we have expressed an unmodified opinion; and g) Withrespect to the other matters to be included in the Auditor’s Report in accordancewith rule 11 of the

Companies (Audit and Auditors) Rules 2014 (as amended) in our opinion and to the bestof our information and according to the explanations given to us:

i. the Company as detailed in note 28 to the standalone financial statements hasdisclosed the impact of pending litigation on its financial position as at 31 March 2022;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as at 31 March 2022;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended 31 March2022;

iv. a. The management has represented that to the best of its knowledge and belief asdisclosed in note 41(v) to the standalone financial statements no funds have beenadvanced or loaned or invested (either from borrowed funds or securities premium or anyother sources or kind of funds) by the Company to or in any person or entity includingforeign entities (‘the intermediaries’) with the understanding whetherrecorded in writing or otherwise that the intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide anyguarantee security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that to the best of its knowledge and belief asdisclosed in note 41(vi) to the standalone financial statements no funds have beenreceived by the

Company from any person or entity including foreign entities (‘the FundingParties’) with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party (‘UltimateBeneficiaries’) or provide any guarantee security or the like on behalf of theUltimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate inthe circumstances nothing has come to our attention that causes us to believe that themanagement representations under sub- clauses (a) and (b) above contain any materialmisstatement.

v. a. The Final Dividend paid by the Company during the year ended 31 March 2022 inrespect of such dividend declared for the previous year is in accordance with section 123of the Act to the extent it applies to the payment of dividend;

b. The interim dividend declared and paid by the Company during the year ended 31 March

2022 and until the date of this audit report is in compliance with section 123 of theAct; and c. As stated in the note of the accompanying standalone financial statements theBoard of Directors of the Company have proposed final dividend for the year ended 31 March2022 which is subject to the approval of the members at the ensuing Annual GeneralMeeting.

The dividend declared is in accordance with section 123 of the Act to the extent itapplies to declaration of dividend.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Neeraj Sharma
Partner
Membership No.: 502103
UDIN: 22502103AIQNTO6439
Place: Noida
Date: 9 May 2022

Annexure I

referred to in Paragraph 16 of the Independent Auditor’s Report of even date tothe members of Dalmia Bharat Limited on the standalone financial statements for the yearended 31 March 2022

In terms of the information and explanations sought by us and by the Company and thebooks of account and records examined by us in the normal course of audit and to the bestof our knowledge and belief we report that:

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of property plant and equipment and right ofuse assets.

(B) The Company has maintained proper records showing full particulars of intangibleassets. (b) The Company has a regular program of physical verification of its propertyplant and equipment and right of use assets under which the assets are physically verifiedin a phased manner over a period of 3 years which in our opinion is reasonable havingregard to the size of the

Company and the nature of its assets. In accordance with this program certainproperty plant and equipment were verified during the year and no material discrepancieswere noticed on such verification.

(c) The title deeds of all the immovable properties held by the Company (other thanproperties where the Company is the lessee and the lease agreements are duly executed infavour of the lessee) disclosed in the financial statements are held in the name of theCompany except for the following properties:

Description of property Gross carrying value (in Rs.Crores)# Held in name of Whether promoter director or their relative or employee Period held Reason for no t being held in name of company
Land Ballabhgarh 7 Dalmia Cement (Bharat) Limited* Not applicable 42 years Refer note 1 below.
Building Ballabhgarh 1 Dalmia Cement (Bharat) Limited* Not applicable 42 years Refer note 1 below.
Building Hansalaya - Delhi 47 Dalmia Cement (Bharat) Limited* Not applicable 51 years Refer note 1 and 2 below.
Building Delhi 2 Dalmia Cement (Bharat) Limited* Not applicable 35 years Refer note 1 below.
Building Jam Nagar 0 Dalmia Cement (Bharat) Limited* Not applicable 36 years Refer note 1 below.
Building Mussoorie 2 Dalmia Cement (Bharat) Limited* Not applicable 50 years Refer note 1 below.
Building Vaishali - Ghaziabad 4 Dalmia Cement (Bharat) Limited* Not applicable 14 years Refer note 1 below.
Building Secunderabad 0 Dalmia Cement (Bharat) Limited* Not applicable 31 years Refer note 1 below.

*now known as Dalmia Bharat Sugar and Industries Limited (entity controlled / jointlycontrolled by key management personnel / director). # Amount mentioned as ‘0’ isbelow rounding off threshold adopted by the Company.

Note-1: The Company is the legal owner of the aforesaid land and buildings. These landand buildings were transferred in the books of the Company by virtue of certain scheme ofmerger and amalgamation happened in the earlier years.

Note-2: The matter pertaining to building in which the property is situated issub-judice before the Hon’ble Supreme Court. As per the settlement arrived betweenthe Company and vendor subject to the outcome of the matter before the Supreme Court theconveyance deed shall be executed in favour of Company within one year of disposal of thematter by the Supreme Court.

(d) The Company has not revalued its Property Plant and Equipment Right of Use assetsor intangible assets during the year.

(e) No proceedings have been initiated or are pending against the Company for holdingany benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) andrules made thereunder. Accordingly reporting under clause 3(i)(e) of the Order is notapplicable to the

Company.

(ii) (a) The Company does not hold any inventory. Accordingly reporting under clause3(ii)(a) of the Order is not applicable to the Company.

(b) The Company has a working capital limit in excess of Rs.5 Crores sanctioned bybanks based on the security of current assets. The quarterly returns/statements inrespect of the working capital limits have been filed by the Company with such banks andsuch returns/statements are in agreement with the books of account of the Company for therespective periods which were subject to audit/review. the

(iii) (a) The Company has provided guarantee and loans to subsidiaries and otherparties as per details given below:

Particulars Loans (in Rs.Crores) Guarantee (in Rs.Crores)
Aggregate amount during the year
- Dalmia DSP Limited (Step down subsidiary) 98
- Murli Industries Limited (Step down subsidiary) 404
- Dalmia Power Limited (Subsidiary) 2
- Others* 0 1
Balance outstanding as at balance sheet date
- Dalmia DSP Limited (Step down subsidiary) 98
- Murli Industries Limited (Step down subsidiary) 314
- Others # 31 7

*Amount mentioned as ‘0’ is below rounding off threshold adopted by the

Company.

(b) In our opinion and according to the information and explanation given to us theterms and grant of all loans guarantees provided and investments made are prima facienot prejudicial to the interest of the Company. Further the Company has not given anysecurity or provided any advances in the nature of loans during the year.

(c) In respect of loans granted by the Company the schedule of repayment of principaland payment of interest has been stipulated and the repayments/receipts of and interestare regular except for the following instance:

Name of the Entity Amount due (in Rs.Crores) Due date Extent of delay Remarks
Rewas Ports Limited 30 12 December 2 years Refer note below #
2019

(d) The total amount which is overdue for more than 90 days as at 31 March 2022 inrespect of loans granted to such companies or other parties is as follows:

Particulars Amount (in Rs.Crores) No. of Cases Remarks
Principal Interest 30 - 1 - Refer note below # Considering the fact that the principal amount is overdue the Company hasn’t accrued interest w.e.f 1 April 2019.
Total 30 1

Reasonable steps have been taken by the Company for recovery of such principal amountsand interest. (e) The Company has granted loan which had fallen due during the year andwas repaid on or before the due date.

Further no fresh loans were granted to any party to settle the overdue loans. (f) TheCompany has granted loan which is repayable on demand as per details below:

Particulars All Parties Promoters Related Parties
Aggregate of loans
(in Rs.Crores) :
- Repayable on demand # 30 - -
Total 30 - -
Percentage of loans above 7% -
to the total loans

# The management basis the assessment of recoverability of loan has impaired loangiven to Rewas Ports Limited amounting to Rs.30 Crores during the year ended 31 March2022.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 186 of the Act in respect of loansinvestments guarantees and security as applicable. Further the Company has not enteredinto any transaction covered under section 185.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits or there is no amount which has been considered asdeemed deposit within the meaning of sections 73 to 76 of the Act and the Companies(Acceptance of Deposits) Rules 2014 ofthe (as amended). Accordingly reporting underclause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not specified maintenance of cost records undersub-section (1) of section 148 of the Act in respect ofCompany’sproducts/businessactivity. Accordingly reporting under clause 3(vi) of theOrder is not applicable.

(vii) (a) In our opinion and according to the information and explanations given tous the Company is regular in depositing undisputed statutory dues including goods andservices tax provident fund employees’ state insurance income-tax sales-taxservice tax duty of customs duty of excise value added tax cess and other materialstatutory dues as applicable with the appropriate authorities. Further no undisputedamounts payable in respect thereof were outstanding at the year-end for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us there are no statutorydues referred to in subclause

(a) above that have not been deposited with the appropriate authorities on account ofany dispute.

(viii) According to the information and explanations given to us no transactions weresurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961 (43 of 1961) which have not been recorded in the books of accounts.

(ix) (a) According to the information and explanations given to us the Company has notdefaulted in repayment of its loans or borrowings or in the payment of interest thereon toany lendor.

(b) According to the information and explanations given to us including confirmationsreceived from banks and representation received from the management and on the basis ofour audit procedures we report that the Company has not been declared a willful defaulterby any bank or financial institution or other lender.

(c) In our opinion and according to the information and explanations given to us theCompany has not raised any money by way of term loans during the year and did not have anyterm loans outstanding at the beginning of the current year. Accordingly reporting underclause 3(ix)(c) of the Order is not applicable to the Company.

(d) In our opinion and according to the information and explanations given to us andon an overall examination of the financial statements of the Company funds raised byutilised theCompanyonshorttermbasishavenotbeen for long term purposes.

(e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company the Company has not taken anyfunds from any entity or person on account of or to meet the obligations of itssubsidiaries associate or joint ventures. (f) According to the information andexplanations given to us the Company has not raised any loans during the year on thepledge of securities held in its subsidiaries joint ventures or associate companies.

(x) (a) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly reporting underclause 3(x)(a) of the Order is not applicable to the

Company.

(b) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or (fully partially oroptionally) convertible debentures during the year.

Accordingly reporting under clause 3(x)(b) of the Order is not applicable to theCompany.

(xi) (a) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company or on the Company has been noticed or reported duringthe period covered by our audit.

(b) No report under section 143(12) of the Act has been filed with the CentralGovernment for the period covered by our audit.

(c) The whistle blower complaints received by the Company during the year as sharedwith us by the management have been considered by us while determining the nature timingand extent of audit procedures.

(xii) The Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it. Accordingly reporting under clause 3(xii) of the Order is not applicable to theCompany.

(xiii) In our opinion and according to the information and explanations given to usall transactions entered into by

Company with the related parties are in compliance with sections details of suchrelated party transactions have been disclosed in the standalone financial statements asrequired under Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specified2015 as prescribed under section 133 of the Act.

(xiv) (a) In our opinion and according to the information and

audit system as required under section 138 of the Act which is commensurate with thesize and nature of its business.

(b) We have considered the reports issued by the Internal Auditors of the Company tilldate for the period under audit.

(xv) According to the information and explanation given to us Company has not enteredinto any non-cash transactions with its directors or persons connected with them andaccordingly provisions of section 192 of the Act are not applicable to the

Company.

(xvi) (a) The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934. Accordingly reporting under clause 3(xvi) (a)(b) and(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by themanagement the Group (as defined in Core Investment Companies (Reserve Bank) Directions2016) has 3 CICs as part of the Group. (xvii) The Company has not incurred any cash lossin the current as well as the immediately preceding (xviii) There has been no resignationof the statutory auditors during the year. Accordingly reporting under clause 3(xviii) ofthe Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements nothing has come to our attention which causes us to believe that anymaterial uncertainty exists as on the date of the audit report that Company is not capableof meeting its liabilities existing at the date of balance sheet as and when they fall duewithin a period of one year from the balance sheet date. We however state that this isnot an assurance as to the future viability of the company. We further state that ourreporting is based on the facts up to the date of the audit report and we neither give anyguarantee nor any assurance that all liabilities falling due within a period of one yearfrom the balance sheet date will get discharged by the company as and when they fall due.

177 and 188 of the Act where applicable. Further the (xx) According to theinformation and explanations given to us the

Company does not have any unspent amount in respect of any ongoing or other thanongoing project as at the expiry of the financial year. Accordingly reporting underclause 3(xx) of the in Companies (Indian Accounting Standards) Rules Order is notapplicable to the Company.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect ofaudit of standalone financial statements of the given to us the Company has an internalCompany. Accordingly no comment has been included in respect of said clause under thisreport.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Neeraj Sharma
Partner
Membership No.: 502103
UDIN: 22502103AIQNTO6439
Place: Noida
Date: 9 May 2022

Annexure II

to the Independent Auditor’s Report of even date to the members of Dalmia BharatLimited on the standalone financial statements for the year ended 31 March 2022

Independent Auditor’s Report on the internal financial controls with reference tothe standalone financial statements under Clause (i) of Sub-section 3 of Section 143 ofthe Companies Act 2013 (‘the Act’)

1. In conjunction with our audit of the standalone financial statements of DalmiaBharat Limited (‘the Company’) as at and for the year ended 31 March 2022 wehave audited the internal financial controls with reference to financial statements of the

Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal FinancialControls

2. The Company’s Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal financial controls withreference to financial statements established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia (‘ICAI’) (the "Guidance Note"). These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively ensuring the orderly and efficient conduct of the businessincluding adherence to the Company’s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor’s Responsibility for the Audit of the Internal Financial Controls withReference to Financial Statements

3. Our responsibility is to express an opinion on the Company’s internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India (‘ICAI’) prescribed under Section 143(10) of the Act tothe extent applicable to an audit of internal financial controls with reference tofinancial statements and the Guidance Note on Audit of Internal Financial Controls OverFinancial Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls with reference to financial statements establishedand maintained and if such controls operated effectively

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls reference to financialstatements includes obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and evaluating the designand on the assessed risk. The procedures selected depend on the auditor’s judgementincluding the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

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 controlswith reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A company’s internal financial controls with reference to financial statementsis a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) 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 authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorised foracquisition use or disposition of the company’s assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements

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

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to financial (‘theGuidanceNote’)issuedbytheICAI. statements and such controls were operatingeffectively as at 31 March 2022 based on the internal financial controls with referenceto financial statements established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered allmaterialrespects. Accountants of India(‘ICAI’) (the "Guidance Note").

For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Neeraj Sharma
effectiveness of internal control based
Partner
Membership No.: 502103
UDIN: 22502103AIQNTO6439
Place: Noida
Date: 9 May 2022

.