| We have audited the accompanying standalone financial statements of D &
H INDIA LIMITED ('the Company'), which comprise the balance sheet as at
31 March 2015, the statement of profit and loss and the cash flow
statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement. An audit involves performing
procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend
on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company's preparation of the
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the
Company's Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March 2015 and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, 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 best of 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 the Company so far as it appears from ourexamination of those
books;
c) the balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
d) in our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;
e) on the basis of the written representations received from the
directors as on 31 March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and
f) with respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 under the heading of "report on other legal
and regulatory requirements" of our report of even date)
(i) a. The proper records showing full particulars including
quantitative details and situation of the fixed assets are being
maintained by the company.
b. All the fixed assets have been physically verified by the management
during the year, which in our opinion is reasonable having regard to
the size of the company and the nature of its assets. As per
information and explanations given to us, no material discrepancies
were noticed.
(ii) a. The inventory of the company has been physically verified by the
management during the year. In our opinion, the frequency of
verification is reasonable.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable & adequate, in relation to
the size of the company & nature of its business.
c. On the basis of our examination of records of inventory, in our
opinion, the company has maintained proper records of inventory and as
explained to us, the discrepancies noticed on physical verification of
inventory, as compared to book records were not material and have been
properly dealt with in the books of account.
(iii) The Company has granted loan to one corporate entity in the
register maintained under section 189 of the CompaniesAct,2013.
a. The terms of arrangements do not stipulate any repayment schedule
and the loans are repayable on deman Accordingly, paragraph 3(iii)(b)
of the Order is not applicable to the Company in respect of repayment
of the principal amount.
b. There are no overdue amounts of more than rupees one lakh in
respect of the loans granted to the corporate entity listed in the
register maintained under section 189 of the Act.
(iv) In our opinion and according to information & explanations given
to us, there is adequate internal control system commensurate with the
size of the company & nature of its business with regard to the
purchase of inventory and fixed assets and for the sale of goods and
services. Further on the basis of our examination of the books and
records of the company, carried out in accordance with the generally
accepted auditing practices in India, we have neither come across nor
have been informed of any instances of major weaknesses in the internal
control system.
(v) In our opinion and according to the information & explanations
given to us, the company has not accepted deposit, within the meaning
of provisions of section 73 to 76 or any other relevant provisions of
Companies Act and Rules framed there under.
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under Section 148(1 )(d) of the
Companies Act, 2013 and are of the opinion that, prima facie, the
prescribed accounts and cost records have been maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
(vii) a. According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income tax, sales tax, wealth
tax, service tax, duty of customs, value added tax, cess and other
material statutory dues have been regularly deposited during the year by
the Company with the appropriate authorities. As explained to us, the
Company did not have any dues on account of employees' state insurance
and duty of excise.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, wealth tax, service tax, duty of customs, value added tax,
cess and other materialstatutory dues were in arrears as at 31 March
2015 for a period of more than six months from the date they became
payable.
b. According to the information and explanations given to us, there are
no material dues of wealth tax, duty of customs and cess which have not
been deposited with the appropriate authorities on account of any
dispute. However, according to information and explanations given to
us, the following dues of Sales tax & Entry tax have not been deposited
by the Company on account of disputes:
Nature of Nature of the dues Period to which the Amount in
Statute amount relates Rupee
CST Regular assessment 2008-09 1,24,977
2009- 10 3,84,322
2010- 11 4,97,994
2011- 12 12,87,119
Entry Tax Regular assessment 2008-09 30,272
2011-12 34,952
Nature of Forum where the
Statute dispute is pending
CST Appeal Board, Bhopal
Appeal Board, Indore
Appeal Board, Indore
Add. Commissioner
Entry Tax Appeal Board, Bhopal
Add. Commissioner
c. According to the information and explanations given to us the
amounts which were required to be transferred to the investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules there under has been
transferred to such fund within time.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year.
(ix) The Company has not defaulted in repayment of dues to financial
institutions, banks or debenture holders during the year.
(x) In our opinion and according to the information and the
explanations given to us, the Company has not given any guarantee for
loans taken by others from banks or financial institutions.
(xi) According to the records of the company, examined by us and the
information & explanations given to us, term loan taken have been
applied for the purposes for which they were raised.
(xii) According to the information & explanation given to us, no fraud
on or by the company has been noticed or reported during the course of
our audit.
For ABN & Co.
Chartered Accountants
FRN : 004447C
(B.M. Bhandari)
Place: Indore Partner
Date: 30.05.2015 M. No. : 071232
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