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Dhunseri Ventures Ltd.

BSE: 523736 Sector: Industrials
NSE: DVL ISIN Code: INE477B01010
BSE 00:00 | 27 Jan 69.60 0.20
(0.29%)
OPEN

70.05

HIGH

72.00

LOW

69.50

NSE 00:00 | 27 Jan 69.75 0.75
(1.09%)
OPEN

70.60

HIGH

71.35

LOW

68.50

OPEN 70.05
PREVIOUS CLOSE 69.40
VOLUME 647
52-Week high 82.95
52-Week low 42.55
P/E 8.03
Mkt Cap.(Rs cr) 244
Buy Price 69.15
Buy Qty 50.00
Sell Price 72.00
Sell Qty 60.00
OPEN 70.05
CLOSE 69.40
VOLUME 647
52-Week high 82.95
52-Week low 42.55
P/E 8.03
Mkt Cap.(Rs cr) 244
Buy Price 69.15
Buy Qty 50.00
Sell Price 72.00
Sell Qty 60.00

Dhunseri Ventures Ltd. (DVL) - Auditors Report

Company auditors report

To

The Members of

DHUNSERI VENTURES LIMITED

(Formerly known as Dhunseri Petrochem Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Dhunseri Ventures Limited[formerly known as Dhunseri Petrochem Limited] ("the Company") which comprisethe Standalone Balance Sheet as at 31 March 2019 the Standalone Statement of Profit andLoss (including Other Comprehensive Income) the Standalone Statement of Changes in Equityand the Standalone Statement of Cash Flows for the year then ended and notes to thestandalone financial statements including a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as "thestandalone financial 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 Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2019 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs 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 together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgement 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.

Description of Key Audit Matter Valuation of investments

See note 6 and 38 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The carrying value of investments as at 31 March We performed the following audit procedures amongst others:
2019 was ? 73365.59 lakhs comprising investment in equity and debt instruments and units of mutual fund. The aforesaid investment also includes investments in subsidiaries joint ventures and associates which are carried at cost. • Obtained an understanding of the valuation process of the investments. We also tested the operating effectiveness of the controls associated with the fair valuation of investments;
• Verified the underlying fair valuation inputs for investments valued using Level 1 and Level 2 fair values;
The carrying value of investments represents 77% of the total assets of the Company. • Verified the basis used in determining the fair value and evaluated the appropriateness of the valuation methodologies for investments valued using Level 3 fair values;
We focused on this area due to the size of carrying amount of investment and the degree of judgement required in determining the fair value and the need for impairment in the carrying value of investments in subsidiaries joint ventures and associates. • Tested the management's assessment of need for impairment in the carrying value of investments in subsidiaries joint ventures and associates. Based on the evidence obtained we concluded that management's process for fair valuation of investments was appropriate and the carrying value of such investments is in accordance with the applicable accounting standards.

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

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors'reportthereon.

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 thisregard.

Management's Responsibility for the Standalone Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgements and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant

to the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible 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.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

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

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. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 auditors' 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

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

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

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.

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

e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

3. With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact it's financialpositions;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from 8 November 2016 to

30 December 2016 have not been made in these financial statements since they do notpertain to the financial year ended 31 March 2019.

4. With respect to the matter to be included in the Auditors' Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's registration number: 101248W/W-100022
Jayanta Mukhopadhyay
Place: Kolkata Partner
Date: 27 May 2019 Membership no: 055757

Annexure- A to the Independent Auditor's Report on the Standalone Financial

Statements of Dhunseri Ventures Limited for the year ended 31 March 2019

(Referred to in our report of even date)

The Annexure referred to in Independent Auditor's Report to the members of the Companyon the Ind AS financial statements for the year ended 31 March 2019 we report that:

(i) (a) The Company has maintained proper records showing

full particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified every year. In accordance with this programme fixedassets were verified during the year and no material discrepancies were noticed on suchverification. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company except for the following:

(? in lakhs)
Particulars Class of Asset Gross Block Net Block
Three properties located in Kolkata Buildings 1049.17 975.22

(ii) The Company is in trading business and holds inventories in the form of goods intransit only. Accordingly the provisions of paragraph 3(ii) of the Order are notapplicable to the Company.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not granted any loans securedor unsecured to companies firms limited liability partnership or other parties coveredin the register required to be maintained under Section 189 of the Act. Accordingly theprovisions of paragraph 3 (iii) of the Order are not applicable to the Company.

(iv) According to the information and explanations given to us the Company hascomplied with the provisions of Section 185 and 186 of the Act in respect of the loans andinvestment made and guarantees and security provided by it as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia under the provisions of section 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder. Accordingly the provisions of paragraph 3(v) of theOrder are not applicable to the Company.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under section 148(1) of the Act forany of the services rendered by the Company. Accordingly the provisions of paragraph 3(v)of the Order are not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the amounts deducted / accrued in the booksof account in respect of undisputed statutory dues including provident fund income-taxgoods and services tax duty of custom cess and other material statutory dues have beenregularly deposited duringthe year by the Company with the appropriate authorities. Asexplained to us the Company did not have any dues on account of employees' stateinsurance value added tax sales tax service tax and duty of excise.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income-tax goods and services tax duty of customscess and other material statutory dues were in arrears as at 31 March 2019 for a period ofmore than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofincome tax and duty of custom which have not been deposited with the appropriateauthorities on account of any dispute.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings from financialinstitutions or banks. The Company did not have any outstanding loan or borrowings fromgovernment or debenture holders during the year.

(ix) In our opinion and according to the information and explanation given to us theCompany did not raise any money by way of initial public offer or further public offer(including debt instruments) during the year. The Company has utilized the money raised bythe way of term loans during the year for the purposes for which they were raised.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during theyear.

(xi) According to the information and explanations given to us and based on ourexamination of the records the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith 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 the provisions of paragraph 3(xii) of theOrder are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all the transactions with the related partiesare in compliance with section 177 and section 188 of the Act where applicable and thedetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year. Accordingly the provisions of paragraph 3 (xiv)of the Order is not applicable to the Company.

(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 non-cashtransactions with directors or persons connected with him. Accordingly the provisions ofparagraph 3 (xv) of the Order are not applicable to the Company.

(xvi) According to the information and explanations provided to us the Company is notrequired to be registered under section 45 IA of the Reserve Bank of India Act 1934.Accordingly the provisions of paragraph 3 (xvi) of the Order is not applicable to theCompany.

For B SR & Co. LLP
Chartered Accountants
Firm's registration number: 101248W/W-100022
Jayanta Mukhopadhyay
Place: Kolkata Partner
Date: 27 May 2019 Membership no: 055757

Annexure B to the Independent Auditors'Report on the Standalone Financial Statements ofDhunseri Ventures Limited for the year ended 31 March 2019 (Referred to in our report ofeven date)

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013

Opinion

We have audited the internal financial controls with reference to financial statementsof Dhunseri Ventures Limited [formerly known as Dhunseri Petrochem Limited] ("theCompany") as of 31 March 2019 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2019 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 ("the Act").

Auditors' Responsibility

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 Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 withreference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements 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 controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements includingthe 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.

For B S R & Co. LLP
Chartered Accountants
Firm's registration number: 101248W/W-100022
Jayanta Mukhopadhyay
Place: Kolkata Partner
Date: 27 May 2019 Membership no: 055757

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