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DIC India Ltd.

BSE: 500089 Sector: Industrials
NSE: DICIND ISIN Code: INE303A01010
BSE 00:00 | 18 Jun 401.10 0
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NSE 12:13 | 19 Jun 406.95 7.80
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OPEN 407.00
PREVIOUS CLOSE 401.10
VOLUME 201
52-Week high 635.00
52-Week low 390.00
P/E
Mkt Cap.(Rs cr) 368
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 407.00
CLOSE 401.10
VOLUME 201
52-Week high 635.00
52-Week low 390.00
P/E
Mkt Cap.(Rs cr) 368
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DIC India Ltd. (DICIND) - Auditors Report

Company auditors report

To the Members of DIC India Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of DIC India Limited("the Company") which comprise the Balance Sheet as at December 31 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements to give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these financial statements based onour audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report. -

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditors'judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as atDecember 312017 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by 'the Companies (Auditor's Report) Order 2016' issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act (hereinafterreferred to as the "Order") and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure B a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

10. As required by Section 143 (3) oftheAct 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 except that the back upof the books of accounts and other books and papers maintained in electronic mode has notbeen maintained on servers physically located in India.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 oftheAct read with Rule 7 of the Companies(Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as onDecember 312017taken on record by the Board of Directors none of the directors isdisqualified as on December 312017 from being appointed as a director in terms of Section164 (2) oftheAct.

(f) With respect to the maintenance of accounts and other matters connected therewithreference is made to our comment in Paragraph 10 (b) above that the back up of the booksof accounts and other books and papers maintained in electronic mode has not beenmaintained on servers physically located in India.

(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure A.

(h) 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 knowledge and belief and according to the information andexplanations given to us: -

i. The Company has disclosed the impact if any of pending litigations as at December312017on its financial position in its financial statements - Refer Note 26(b) to thefinancial statements;

ii. The Company has long-term contracts and derivative contracts as at December 312017for which there were no 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 during the year ended December312017.

For Lovelock & Lewes
Firm Registration Number 301056E
Chartered Accountants
Pinaki Chowdhury
Kolkata Partner
February 6 2018 Membership Number 57572

ANNEXURE ATO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 10(g) of the Independent Auditors' Report of even date to themembers of DIC India

Limited on the financial statements for the year ended December 312017

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

1. We have audited the internal financial controls over financial reporting of DICIndia Limited ("the Company") as of December 312017 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to 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.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing 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 financial statements 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 controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at December 312017 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 Institute of CharteredAccountants of India.

For Lovelock & Lewes
Firm Registration Number 301056E
Chartered Accountants
Pinaki Chowdhury
Kolkata Partner
February 6 2018 Membership Number 57572

ANNEXUREB TO INDEPENDENT AUDITORS'REPORT

Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of DIC India

Limited on the financial statements as of and for the year ended December 312017

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) According to the information and explanations given by the management and therecords of the Company produced to us the title deeds of immovable properties asdisclosed in Note 8 on tangible assets to the financial Statements are held in the nameof the Company except for the cases below:

No. of Cases Asset Category Gross Block as at December 31 2017 (Rs. in Million) Net Block as at December 31 2017 (Rs. in Million) Remarks
2 Freehold Land 0.41 0.41

The title deeds are in the name of 'Coates of India Limited' (the erstwhile name of the Company) and the mutation of the name is pending.

4 Leasehold Land 12.88 9.32
3 Building 2.41 0.73

ii. The physical verification of inventory have been conducted at reasonable intervalsby the Management during the year. The discrepancies noticed on physical verification ofinventory as compared to book records were not materials.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore the provisions of Clause 3 (iii) (iii)(a) (iii)(b)and (iii)(c) of the said Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under Section 185 and 186 of the Act.Therefore the provisions of Clause 3 (iv) of the said Order are not applicable to theCompany.

v. The Company has not accepted any deposits from the public within the meaning ofSections 737475 and 76 of the Act and the Rules framed there under to the extentnotified.

vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(l)ofthe Act in respect ofits products.

We have broadly reviewed the same and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor complete.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by

us in our opinion the Company is generally regular in depositing undisputed statutorydues in respect of duty of excise service tax goods and service tax income taxprovident fund duty of customs professional tax and works contract tax though there hasbeen a slight delay in a few cases and is regular in depositing undisputed statutorydues including employees' state insurance sales tax value added tax cess and othermaterial statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us the particulars of dues of income tax sales tax service taxduty of customsduty of excise and value added tax as at December 312017 which have notbeen deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. in Million) Period to which the amount relates Forum where the dispute N is pending
Income-tax Act 1961 Income Tax 2.77 1988-89 and 1989-90 Hon'ble High Court at Calcutta
47.16 2011-12 and 2012-13 Income Tax Appellate Tribunal
6.66 2014-15 Deputy Commissioner of Income Taxes
Central Sales Tax Act 1QS6 Central Sales 6.52 2005-06 Appellate and Revisional Board
0.60 2008-09 Commercial Taxes Tribunal
8.88 2013- 14 and 2014- 15 Additional Commissioner (Appeals)
1.61 2010-112012-13 and 2013-14 Joint Commissioner of Sales Tax (Appeals)
0.24 2014-15 Senior Joint Commissioner of Sales Tax
2.45 2003-04 2011-12 and 2012-13 Deputy Commissioner
West Bengal Value Added Tax Act 2003 Value Added Tax 7.40 2005-06 and 2013-14 Appellate and Revisional Board
0.63 2014-15 Senior Joint Commissioner of Sales Tax
Uttar Pradesh Value Added Tax Act 2008 Value Added Tax 1.81 2009-10 2011-12 and 2012-13 Commercial Taxes Tribunal
2.07 2013-14 and 2014-15 Additional Commissioner (Appeals)
Haryana Value Added Tax Act 2008 Value Added Tax 5.72 2013-14 Excise & Taxation Officer Cum Assessing Authority
Maharashtra Value Added Tax Act 2002 Value Added Tax 0.58 2013-14 Joint Commissioner of Sales Tax
Central Excise Act 1944 Excise Duty 5.06 1994-95 to 1996-97 Customs Excise & Service Tax Appellate Tribunal
13.60 1994-95 1997-98 2005-06 to 2010-11 Commissioner (Appeals)
Finance Act 1994 Service Tax 2.97 2007-08 to 2012-13 Customs Excise & Service Tax Appellate Tribunal
33.58 2001-02 to 2011-12 Commissioner (Appeals)
Customs Act 1962 Customs Duty 3.43 1999-2000 Hon'ble High Court at Calcutta
V 25.01 2005-06 2009-10 to 2010-11 Customs Excise & Service Tax Appellate Tribunal ^

ix. In our opinion and according to the information and explanations given to us themoneys raised by way of term loans have been applied on an overall basis for thepurposes for which they were obtained. The Company has not raised any moneys by way ofinitial public offer and further public offer (including debt instruments).

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Lovelock & Lewes
Firm Registration Number 301056E
Chartered Accountants
Pinaki Chowdhury
Kolkata Partner
February 6 2018 Membership Number 57572