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Auditor Report of DCW Ltd.

Mar 31, 2023

Independent Auditor’s Report

TO THE MEMBERS OF DCW LIMITED

Report on Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of DCW
Limited, which comprise Balance Sheet as at March 31, 2023, the
Statement of Profit and Loss (including Other Comprehensive
Income), Statement of Changes in Equity and Statement of Cash
Flows for the year ended on that date, and notes to the financial
statements, including a summary of significant accounting policies
and other explanatory information (hereinafter referred to as "the
financial statements").

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements give
the information required by the Companies Act, 2013 (the "Act") in
the manner so required and give a true and fair view in conformity
with Indian Accounting Standards prescribed under section 133 of
the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company
as at March 31, 2023 and its profit, total comprehensive income,
changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit of the financial statements in accordance
with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities
for the Audit of the financial statements section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India
("ICAI") together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI''s
Code of Ethics.

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

Emphasis of Matter

We draw attention to Note 33 to the Financial Statements, which
fully describe the uncertainty related to the outcome of the
petitions/ appeals filed by the company in the matter of:

a. electricity tax demand of '' 5,491.45 lakhs on captive power
generated and other matters during the period 2003 to 2022;

b. custom duty demand of '' 3,164.60 lakhs of coal imported
and other matters by the company during 2011 and 2012;
and

c. Execution of assignment deeds of the lands at Sahupuram
works in respect of which the state government has issued
notice of repossession and demanded lease rent for the
period occupied by the company. The land is treated as
freehold.

No provision has been made for the aforesaid demands in view of
the factors stated in the said note.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters (''KAM'') are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in
the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters
described below to be the key audit matters to be communicated
in our report.

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

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Board''s Report, Management Discussion & Analysis
Report, Business Responsibility Report and Report on Corporate
Governance but does not include the financial statements and our
auditor''s report thereon.

Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is
a material misstatement therein, we are required to communicate
the matter to those charged with governance as required under
SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

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

The Company''s board of directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of the
financial position, financial performance, total comprehensive
income, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including the Indian accounting standards (IND AS)
specified under Sec 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of 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.

In preparing the financial statements, the management is
responsible for assessing the Company''s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3X0
of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls system in place and the operating effectiveness of
such controls.

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

• Conclude on the appropriateness of management''s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Company''s ability to continue as a going
concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report

to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to
the date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor''s report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

Other matters

The standalone financials statements of the company for the
previous year ended March 31, 2022 were audited by previous
statutory auditors who had expressed unmodified opinion vide
their report dated June 07, 2022.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020
("the Order") issued by the Central Government in terms
of Section 143(11) of the Act, we give in "Annexure A" a
statement on the matters specified in paragraphs 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 of
the financial statements.

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

c) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of changes in Equity and the Statement of
Cash Flows dealt with by this Report are in agreement
with the books of account maintained for the purpose
or preparation of the financial statements.

d) In our opinion, the aforesaid financial statements
comply with the Ind AS specified under section 133 of
the Act.

e) On the basis of the written representations received
from the directors as on 31st March, 2023 taken on
record by the Board of Directors, none of the directors
is disqualified as on 31st March, 2023 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 over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
separate Report in "Annexure B".

g) With respect to the other matters to be included in the
Auditor''s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its managing
directors during the year is in accordance with the
provisions of section 197 of the Act.

h) 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 as at 31st March 2023 on its
financial position in its financial statements- Refer
Note No 33 of the financial statements.

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable losses
(As disclosed in Note No. 37 (c) to the financial
statements);

iii. There has not been any delay in transferring
amounts which requires to be transferred to the
Investor Education and Protection Fund by the
Company.

iv. (i) The management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the company to or in any other
person or entity, including foreign entity
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall:

a. directly or indirectly lend or invest in
other persons or entities identified in
any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the
Company

or

b. provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries;

(ii) The management has represented, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person or entity, including
foreign entity ("Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall:

a. directly or indirectly, lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate
Beneficiaries") or

b. provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

(iii) In our opinion and based on the audit
procedures as considered reasonable and
appropriate in the circumstances; nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (iv)(i) and (iv) (ii) contain any
material misstatement.

v. The dividend declared or paid during the year by
the Company is in compliance with section 123 of
the Companies Act, 2013.

vi. Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account
using accounting software which has a feature of
recording audit trail (edit log) facility is applicable
to the Company with effect from April 1, 2023,
and accordingly, reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014 is not
applicable for the financial year ended March 31,
2023

For V Sankar Aiyar & Co.

Chartered Accountants
(FRN: 109208W)

Asha Patel

Place: Mumbai Partner

Date: May 11,2023 M. No.166048

UDIN: 23166048BGUTER7210


Mar 31, 2018

1. Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of DCW Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Management’s Responsibility for the 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 of these Ind AS financial statements that give a true and fair view of the state of affairs(financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS 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 of the Ind AS financial statements 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

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 Ind AS 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 Ind AS financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

5. Emphasis of Matter

5.1 We draw attention to Note No. 31 to the financial statements which describes the uncertainty related to the outcome of the petitions/appeals filed by the company in the matter of:

a. electricity tax demand of Rs.5346.66 lakhs on captive power generated and other matters during the period 2003 to 2012;

b. custom duty demand of Rs.6139.98 lakhs of coal imported and other matters by the company during 2011 and 2012; and

c. Execution of assignment deeds of the lands at Sahupuram works in respect of which the state government has issued notice of repossession and demanded lease rent for the period occupied by the company. The land is treated as freehold.

No provision has been made for the aforesaid demands in view of the factors stated in the said note.

5.2 The Trade receivables, Trade payables and other Receivable, Advances and Payables are reconciled to the extent third party confirmations received. In cases where the confirmations have either not received or called for are subject to the confirmation and reconciliation (Refer Note No 32).

Our opinion is not modified in respect of these matters.

6. Report on Other Legal and Regulatory Requirements

6.1 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

6.2 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 our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g. 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 Ind AS financial statements - Refer Note No 31 of the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note No 35 of the financial statements.

iii. There was no delay in transferring amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE “A” TO AUDITOR’S REPORT

Annexure referred to in our report of even date to the members of DCW Limited on the accounts for the year ended 31st March 2018

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation in respect of material Fixed Assets. The fixed Asset register is maintained manually and is in process of integrating with the financial accounting system.

(b) We have been informed that the fixed assets were physically verified by the Management during the previous financial year. There was no physical verification carried out during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of the fixed assets verified during the previous financial year.

(c) In our opinion and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company except in case of certain lands and buildings referred to in Note 2, 31 and 36.

ii. The inventories of finished goods (except goods in-transit), stores, spare parts and raw materials have been physically verified by the management with the help of external agencies. The stock lying with third party has not been physically verified and is subject to confirmation from the custodian of said stock at the year end. In our opinion, the frequency of physical verification is reasonable except in case of stock lying at third party locations. We have been informed by the management that the discrepancies noticed on verification between the physical stocks and the book stocks are not material considering the type of material, which is calculated on volumetric basis and therefore subject to measurement differences by different agencies and therefore no adjustments have been made in the books of account.

iii. According to the information and explanations given to us, the company has not granted any loans to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. The company has not granted any loans, guarantees or security and has not made investments to which the provisions of section 185 and 186 of the Companies Act, 2013 apply.

v. In our opinion and according to the information and explanations and representation made by the management, the amounts received as business advances and inter corporate deposits are not considered as deposits received from the public during the year.

vi. The Central Government has prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of certain products manufactured by the Company. We have broadly reviewed the records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

vii. (a) According to the records maintained by the company, the company during the year has delayed in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, Goods and Services Tax, Cess and other statutory dues with appropriate authorities.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 31st March, 2018, for a period of more than six months from the date they became payable except provident fund amounting to Rs.132.25 lacs which are in arrears for more than six months from the due date, as at 31st March, 2018.

(b) According to the information and explanations given to us and the records of the company, the dues of sales tax/ value added tax / customs duty / service tax / excise duty / Cess, which have not been deposited on account of dispute, are as follows:

(Amount in Rs. lacs)

Name of the Statute / Nature of Dues

Period

Forum where dispute is pending

Supreme Court

High Court

Appel-late Tribunal*

Appellate Authority **

Grand Total

Customs Act, 1962 (Custom Duty Including Penalty & Interest, wherever applicable)

1997 to 2017

-

95.79

5,866.77

84.14

6,046.70

Central Excise Act, 1944 (Excise Duty Including Penalty & Interest, wherever applicable)

1997 to 2015

11.57

287.89

299.46

Sales Tax legislations (sales tax, including penalty & interest wherever applicable)

1982 to 2017

-

4,829.74

371.42

1,126.61

6,327.77

Service Tax

2005 to 2015

-

48.80

66.80

-

115.60

Local cess, local cess surcharge [land revenue including penalty and interest wherever applicable]

1989 to 2017

5,114.70

4,543.63

65.13

561.01

10,284.47

GRAND TOTAL

5,114.70

9,529.53

6,658.01

1,771.76

23,074.00

* Appellate Tribunal includes STAT, CESTAT & ITAT

** Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals, Joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals

viii. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks/Financial Institutions. The company has not taken any loan from any Government or by way of issue of debentures.

ix. According to the information and explanations given to us and the records of the company, the company has not raised money by way of initial public offer or further public offer during the year. During the year the Company has raised fresh term loans, which was utilised for purpose of working capital needs of the Company.

x. According to the information and explanations given to us and based on audit procedures performed and representations obtained from the management, we report that no fraud on the Company by its officers or employees or by the company has been noticed by the management or reported during the year under audit.

xi. According to the information and explanations given to us and based on verification of records, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Companies Act, 2013.

xii. The Company is not a Nidhi Company and hence clause (xii) of the order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, and considering the approval of the Central Government in respect of payment of remuneration to relatives of Directors and approval of the Audit Committee, the company has complied with provisions of section 177 and 188 of Companies Act, 2013 with respect to related party transactions entered in to during the year under review and the details have been disclosed in the Financial Statements etc., as required under Ind AS 24.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year, except, certain warrants which were issued on preferential basis on 27th August 2015, has been converted into equity shares during the year in accordance with the terms of said warrants.

xv. According to the information and explanations given to us and based on verification of records, the company has not entered into any non-cash transactions with directors or persons connected with them.

xvi. According to the information and explanations given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE “B” TO AUDITOR’S REPORT

Annexure referred to in our report of even date to the members of DCW Limited on the accounts for the year ended 31st March 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. Report on the Internal Financial Controls

We have audited the internal financial controls over financial reporting of DCW Limited as at 31st March, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

2. Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

3. Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

4. Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

5. Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

6. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For CHHAJED & DOSHI

Chartered Accountants

[Firm Reg. No.101794W]

CA. Nitesh Jain

Place: Mumbai Partner

Date: 29th May 2018 M. No. 136169


Mar 31, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of DCW LIMITED ("the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 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 there under.

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. 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 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 38(a),(c) and (f) to the financial statements which describes the uncertainty related to the outcome of the petitions/appeals filed by the company in the matter of retrospective legislation and electricity tax demand of Rs.3568.70 lacs on captive power generated during the period 2003-2012; in the matter of customs duty demand of Rs.2961.65 lacs on coal imported by the company during 2011 and 2012 and in the matter of revision in the lease rent demanded by V. O. Chidambaranar Port Trust of Rs 443.40 lakhs for the years 2006 to 2016 and hence have not been provided. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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 our examination 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 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(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 - Refer Notes 30 and 38 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 35(c ) to the financial statements;

iii. There have been no delays in transferring amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B”.

I. (a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) We are informed that the fixed assets have been physically verified by the Management during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of the fixed assets verified during the year.

(c) In our opinion and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company except in case of certain lands and buildings referred to in Note 11.3, 11.4, 11.6, 11.7 and 38.b.

ii. The inventories of finished goods (except goods lying with consignees and in transit), stores, spare parts and raw materials have been physically verified by the management with the help of external agencies. In our opinion, the frequency of physical verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii. According to the information and explanations given to us, the company has not granted any loans to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. The company has not granted any loans, guarantees or security and has not made investments to which the provisions of section 185 and 186 of the Companies Act, 2013 apply.

v. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore the provisions of clause (v) of Para 3 of the order are not applicable to the Company.

vi. The Central Government has prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of certain products manufactured by the Company. We have broadly reviewed the records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

vii. (a)According to the records maintained by the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues with appropriate authorities.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 31st March, 2016, for a period of more than six months from the date they became payable.

(b)According to the information and explanations given to us and the records of the company, the dues of sales tax/ value added tax / customs duty / service tax / excise duty / cess, which have not been deposited on account of dispute are as follows:

Name of the Statute /

Period

Forum where dispute is pending

Nature of Dues

Supreme

Court

High

Court

Appellate Tribunal*

Appellate Authority **

State Government

Grand

Total

Customs Act, 1962 (Custom Duty Including Penalty & Interest, wherever applicable)

1997 to 2016

-

-

4998.98

-

-

4998.98

Central Excise Act, 1944 (Excise Duty Including Penalty & Interest, wherever applicable)

1997 to 2015

-

82.50

384.76

90.54

-

557.80

Sales Tax legislations (sales tax, including penalty & interest wherever applicable)

1982 to 2016

-

69.89

534.90

1027.81

1678.97

3311.57

Service Tax

2005 to 2015

-

-

-

39.17

-

39.17

Local cess, local cess surcharge [land revenue including penalty and interest wherever applicable]

1989 to 2016

-

443.40

-

-

12.49

455.89

GRANDTOTAL

-

595.79

5918.64

1157.52

1691.46

9363.41

* Appellate Tribunal includes STAT, CESTAT & ITAT

** Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals, Joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals

viii. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks/Financial Institutions. The company has not taken any loan from any Government or by way of issue of debentures.

ix. According to the information and explanations given to us and the records of the company, the company has not raised money by way of initial public offer or further public offer during the year. In our opinion, the term loans taken during the year have, prima facie, been applied for the purpose for which they were raised.

x. According to the information and explanations given to us and based on audit procedures performed and representations obtained from the management, we report that no fraud on the Company by its officers or employees or by the company, has been noticed or reported during the year under audit.

xi. According to the information and explanations given to us and based on verification of records, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Companies Act, 2013.

xii. The Company is not a Nidhi Company and hence clause (xii) of the order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, and considering the approval of the Audit Committee, the company has complied with provisions of section 177 and 188 of Companies Act, 2013 with respect to related party transactions entered in to during the year under review and the details have been disclosed in the Financial Statements etc., as required under Accounting Standard 18 - Related Party Disclosures.

xiv. The company has made preferential allotment of shares to the promoters, promoters group, business associates & relatives of business associates during the year. According to the information and explanations given to us, the requirements of Sec 42 of the Companies Act 2013 for the same have been complied with and the amount raised have been used for the purposes for which the funds were raised.

xv. According to the information and explanations given to us and based on verification of records , the company has not entered into any non-cash transactions with directors or persons connected with him.

xvi According to the information and explanations given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For V. SANKAR AIYAR & CO

Chartered Accountants

Firm''s Registration No.109208W

Place: Mumbai

Date: 25 th May, 2016 S. Venkataraman

Partner

Membership No. 023116


Mar 31, 2015

1. We have audited the accompanying standalone financial statements of DCW LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. 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 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.

3. 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

4. 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.

5. 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 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.

6. 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

7. 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 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

8. We draw attention to Note 38 to the financial statements which describes the uncertainty related to the outcome of the petitions/appeals filed by the company in the matter of retrospective legislation and electricity tax demand of Rs.3568.70 lacs on captive power generated during the period 2003-2012 and in the matter of customs duty demand of Rs.2961.65 lacs on coal imported by the company during 2011 and 2012 respectively and hence have not been provided. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. 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 paragraphs 3 and 4 of the said Order, to the extent applicable.

10. 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 our examination 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 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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 - Refer Notes 30 and 38 to the financial statements;

ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 35(c) to the financial statements;

iii) there have been no delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

i. (a) The company has maintained proper records showing particulars including quantitative details and situation of Fixed Assets.

(b) We are informed that the fixed assets have been physically verified by the Management with the assistance of external agencies during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of the fixed assets verified during the year.

ii. (a) The inventories of finished goods (except goods lying with consignees and in transit), stores, spare parts and raw materials (except

coal stock lying with outside party and stocks in transit) have been physically verified by the management with the help of external agencies. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion, the company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii. According to the information and explanations given to us, the company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that for purchase of certain raw materials, stores, components, and fixed assets, alternative sources of supply are limited with reference to quality, delivery schedules, credit period and some of the items purchased are of special nature, and hence comparable alternative quotations are not available for these, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of clause (v) of the para 4 of the Order are not applicable to the company.

vi. The Central Government has prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of certain products manufactured in the company. We have broadly reviewed the records maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1)) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

vii. (a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues payable

including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues with appropriate authorities.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 31st 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 and the records of the company, the dues of sales tax / income tax / customs duty / wealth tax / service tax / excise duty /value added tax/ cess, which have not been deposited on account of any dispute are as follows:-

Name of the Statute / Period Nature of Dues Supreme High Court Court

Customs Act, 1962 (Custom 1997 to - - Duty Including Penalty & 2015 Interest, wherever applicable)

Central Excise Act, 1944 1997 to - 82.50 (Excise Duty Including 2015 Penalty & Interest, wherever applicable)

Sales Tax legislations 1982 to - 3.57 (sales tax, including penalty & 2015 interest wherever applicable)

Service Tax 2005 to - - 2015

Local cess, local cess 1989 to - 275.45 surcharge [land revenue 2015 including penalty and interest wherever applicable]

GRAND TOTAL - 361.52

Name of the Statute / Forum where dispute is pending Nature of Dues Appel- Appellate late Tribunal Authority

Customs Act, 1962 4581.56 - (Custom Duty Including Penalty & Interest, wherever applicable)

Central Excise Act, 1944 384.76 90.54 (Excise Duty Including Penalty & Interest, wherever applicable)

Sales Tax legislations 534.90 959.32 (sales tax, including penalty & interest wherever applicable)

Service Tax - 39.17

Local cess, local cess surcharge - - land revenue including penalty and interest wherever applicable

GRAND TOTAL 5501.22 1089.03



Name of the Statute / State Gove- Grand Nature of Dues rnment Total

Customs Act, 1962 (Custom Duty Including Penalty & Interest, wherever applicable) - 4581.56

Central Excise Act, 1944 (Excise Duty Including Penalty & Interest, wherever applicable) - 557.80



Sales Tax legislations 1696.71 3194.50 (sales tax, including penalty & interest wherever applicable)

Service Tax - 39.17

Local cess, local cess surcharge 12.49 287.94 land revenue including penalty and interest wherever applicable]

GRAND TOTAL 1709.20 8660.97

Appellate Tribunal includes STAT, CESTAT & ITAT

** Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals, Joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals

(c) According to the information and explanation given to us, the amount required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 and rules made thereunder have been transferred by the Company to the fund within time.

viii. The company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks/Financial Institutions. The company has not raised any monies against issue of debentures.

x. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institution.

xi. In our opinion, the term loans taken during the year have, prima facie, been applied for the purpose for which they were raised.

xii. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, no material fraud on or by the company has been noticed or reported during the course of our audit.

For V. SANKAR AIYAR & CO. Chartered Accountants (Firm Registration No.109208W)

Place: Mumbai Date: 23rd May, 2015

(S. Venkatraman) Partner

Membership No.34319


Mar 31, 2014

We have audited the accompanying financial statements of DCW LIMITED (the Company) which comprise the Balance Sheet as at 31st March 2014 and the Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). The responsibility includes the design, implementation and maintenance of internal control 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 financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014;

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the 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, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

i. (a) The Company has maintained proper records showing particulars including quantitative details and situation of fixed assets.

(b) We are informed that the fixed assets have been physically verified by the Management with the assistance of external agencies during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of the fixed assets verified during the year.

(c) Since there is no disposal of a substantial part of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii. (a) The inventories of finished goods (except goods lying with consignees and in transit), stores, spare parts and raw materials (except coal stock lying with outside party and stocks in transit) have been physically verified by the management with the help of external agencies. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion, the procedures in respect of Inventories physically verified are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the record of inventories.

iii. (a) Based on the audit procedures applied by us and according to the information and explanations given to us; the company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) Based on audit procedures applied by us and according to the information and explanations given to us, the company has taken interest free unsecured loans from directors and interest bearing unsecured loan from a company listed in the register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs. 9,20,00,000. The maximum amount involved during the year was Rs. 9,20,00,000 and there were no closing balance in the year end from such parties.

(c) The rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interests of the company.

(d) The principal amount and interest on such loans have been fully paid during the year.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that for purchase of certain raw materials, stores, components, and fixed assets, alternative sources of supply are limited with reference to quality, delivery schedules, credit period and some of the items purchased are of special nature, and hence comparable alternative quotations are not available for these, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v. (a) Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that Section.

(b) Sub clause (b) of sub-para (v) of para 4 of the Order is not applicable as there are no such transactions exceeding the value of Rupees Five Lacs in respect of any party in the financial year.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of clause (vi) of the para 4 of the Order are not applicable to the company.

vii. The Company has, in general, an internal audit system commensurate with the size and nature of the Company''s business.

viii. The Central Government has prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of certain products manufactured in the company. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.

ix. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that are required to be deposited regularly with authorities, have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 31st March, 2014, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company, the dues of sales tax / income tax / customs duty / wealth tax / service tax / excise duty / cess, which have not been deposited on account of any dispute are as follows:-

(Amount in Rs. lacs)

Name of the Statute / Period Nature of Dues

Customs Act, 1962 (Custom 1997 to Duty Including Penalty & 2014 Interest, wherever applicable)

Central Excise Act, 1944 1997 to (Excise Duty Including Penalty 2014 & Interest, wherever applicable)

Sales Tax legislations (sales tax, 1982 to including penalty & interest 2014 wherever applicable)

Service Tax 2005 to 2014

Electricity Tax 2003 to 2014

Local cess, local cess surcharge 1989 to (land revenue including 2014 penalty and interest wherever applicable)

GRAND TOTAL

From where dispute is pending Name of the Supreme High Appel- Appellate State Grand Statute Court Court late Tri- Authority** Governt- Total bunal* ment

Customs Act, 1962 (Custom - 32.56 127.05 161.57 - 321.18 Duty Including Penalty & Interest, wherever applicable)

Central Excise 0.24 128.50 157.06 160.05 - 445.85 Act, 1944 (Excise Duty including Penalty & Interest, Wherever applicable

Sales Tax legislations - 3.57 2,334.21 1,664.27 - 4,002.05 (sales tax including penalty & interest whereever applicable

Service Tax - - - 39.17 - 39.17

Electricity 2,511.24 - - - - 2,511.24

Local Cess, local - - - - 12.49 12.49 cess sur- charge (land revenue including penalty and interest Wherever applicable

GRAND TOTAL 2,511.48 164.63 2,618.32 2,025.06 12.49 7,331.98

* Appellate Tribunal includes STAT, CESTAT & ITAT

** Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals, Joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals

x. The company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions / Banks or Debenture holders.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a niche or a mutual benefit society. Therefore the provisions of sub para (xiii) of para 4 of the Order are not applicable to the Company.

xiv. In respect of shares, securities and other investments dealt in or traded by the Company, proper records have been maintained of the transactions

and contracts and timely entries have been made therein. All the investments are held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

xv. According to the information and explanations given to us, the Company has not given any guarantee for any loans taken by others from any bank or financial institution.

xvi. In our opinion, the term loans taken during the year have, prima facie, been applied for the purpose for which they were raised.

xvii. According to the information and explanations given to us, based on an overall examination of the balance sheet of the Company, related information made available to us and as represented to us by the Management, funds raised on short term basis of Rs. 6,911.25 lacs, have been used during the year for long term purposes.

xviii. The Company has not made preferential allotment of shares during the year to the promoters and a promoter group company covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore the question of creating security or charge in respect thereof does not arise.

xx. The Company has not made any public issue of any securities during the year and therefore the question of disclosing the end-use of money raised by any public issue does not arise.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, no fraud on or by the company has been noticed or reported during the course of our audit.

For V. Sankar Aiyar & Co.

Chartered Accountants.

FRN 109208W

Place: Mumbai

Dated: 19th May, 2014 [ S. Venkatraman ]

Partner

Membership No. 34319


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of DCW LIMITED (the company) which comprise the Balance Sheet as at 31st March 2013 and the Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 Standards referred to in sub–section (3C) of section 211 of the Companies Act, 1956 ("the Act"). The responsibility includes the design, implementation and maintenance of internal control 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 financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the 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, 2003 ("the Order") issued by the Central Government of India in terms of sub–section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub–section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub– section (1) of section 274 of the Companies Act, 1956.

i. (a) The Company has maintained proper records showing p art i c ulars in cl ud in g quantitative details and situation of fixed assets.

(b) We are informed that the fixed assets have been physically verified by the Management with the assistance of external agencies during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of the fixed assets verified during the year.

(c) Since there is no disposal of a substantial part of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii. (a) The inventories of finished goods (except goods lying with consignees and in transit), stores, spare parts and raw materials (except coal stock lying with outside party and stocks in transit) have been physically verified by the management with the help of external agencies. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion, the procedures in respect of Inventories physically verified are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the record of inventories.

iii. Based on the audit procedures applied by us and according to the information and explanations given to us; the company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanations given to us, having regard to the explanation that for purchase of certain raw materials, stores, components, and fixed assets, alternative sources of supply are limited with reference to quality, delivery schedules, credit period and some of the items purchased are of special nature, and hence comparable alternative quotations are not available for these, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v. (a) Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that Section.

(b) Sub clause (b) of sub–para (v) of para 4 of the Order is not applicable as there are no such transactions exceeding the value of Rupees Five Lacs in respect of any party in the financial year.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of clause (vi) of the para 4 of the Order are not applicable to the company.

vii. The Company has, in general, an internal audit system commensurate with the size and nature of the Company''s business.

viii. The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of certain products manufactured in the company. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.

ix. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that are required to be deposited regularly with authorities, have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 31st March, 2013, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company, the dues of sales tax / income tax / customs duty / wealth tax / service tax / excise duty / cess, which have not been deposited on account of any dispute are as follows:–

(Amount in Rs. lacs)

Name of the Statute / Period Nature of Dues Supreme High Court Court

Customs Act, 1962 (Custom 1997 to 32.56 Duty Including Penalty & 2013 Interest, wherever applicable)

Central Excise Act, 1944 1997 to 0.24 85.48 (Excise Duty Including 2013 Penalty & Interest, wherever applicable)

Sales Tax legislations (sales tax, 1982 to 2.57 including penalty & interest 2013 wherever applicable)

Service Tax Local cess, local cess 1989 to surcharge (land revenue 2013 including penalty and interest wherever applicable)

GRAND TOTAL 0.24 120.61

Name Appel- Appellate State Grand late Tri- Authority** Governt- Total bunal* ment

Customs Act, 1962 127.05 159.61

Customs Act, 1962 157.20 5.80 248.72

Customs Act, 1962 207.10 1,981.26 2,190.93

Customs Act, 1962 39.17 39.17

Customs Act, 1962 12.49 12.49

Customs Act, 1962 491.35 2,026.23 12.49 2,650.92

*Appellate Tribunal includes STAT, CESTAT & ITAT

**Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals, Joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals.

x. The company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions / Banks or Debenture holders.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a niche or a mutual benefit society. Therefore the provisions of sub para (xiii) of para 4 of the Order are not applicable to the Company.

xiv. In respect of shares, securities and other investments dealt in or traded by the Company, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

xv. According to the information and explanations given to us, the Company has not given any guarantee for any loans taken by others from any bank or financial institution.

xvi. In our opinion, the term loans taken during the year have, prima facie, been applied for the purpose for which they were raised.

xvii. According to the information and explanations given to us, based on an overall examination of the balance sheet of the Company, related information made available to us and as represented to us by the Management, funds raised on short term basis of Rs. 1,146.92 lacs, have been used during the year for long term purposes.

xviii. The Company has made preferential allotment of

shares during the year to the promoters and a promoter group company covered in the register maintained under section 301 of the Companies Act, 1956 and the price at which the shares have been issued is not prejudicial to the interest of the company.

xix. The Company has not issued any debentures during the year and therefore the question of creating security or charge in respect thereof does not arise.

xx. The Company has not made any public issue of any securities during the year and therefore the question of disclosing the end–use of money raised by any public issue does not arise.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, no fraud on or by the company has been noticed or reported during the course of our audit.

For V. Sankar Aiyar & Co., Chartered Accountants.

Firm Reg. No. 109208W

[ S. Venkatraman ]

Place: Mumbai Partner

Dated: 14th May, 2013 Membership No. 34319


Mar 31, 2012

1. We have audited the attached Balance Sheet of DCW Limited as at 31st March 2012 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 and read together with the Companies (Auditor's Report) Amendment Order, 2004 (hereinafter referred to as the Order) issued by the Central Government of India in terms of sub–section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of those books;

(iii) The Company's Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub–section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable.

(v) On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub–section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date, and

(c) In the case of the Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITOR'S REPORT TO THE SHAREHOLDERS OF DCW LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2012.

i. (a) The Company has maintained proper records showing partic ulars including quantitative details and situation of fixed assets.

(b) We are informed that the fixed assets have been physically verified by the Management with the assistance of external agencies during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of fixed assets verified during the year.

(c) Since there is no disposal of a substantial part of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii. (a) The inventories of finished goods (except goods lying with consignees and in transit), stores, spare parts and raw materials (except coal stock lying with outside party and stocks in transit) have been physically verified by the management with the help of external agencies. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion, the procedures in respect of Inventories physically verified are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the record of inventories.

iii. Based on the audit procedures applied by us and according to the information and explanations given to us; the company has not granted/ taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv (a) The Company has taken unsecured loans from a managing director and from a company listed in the register maintained under Sec 301 the Companies Act, 1956 aggregating to Rs. 13,49,82,000 The maximum amount involved during the year was Rs. 9,23,00,000 and the yea-end balance of loans taken from such parties was NIl.

(b) The rate interest and other terms and conditions of such loans are not, prima facie, prejudical to the interests of the company.

(c) The principal amount and interest on such loans have been fully paid during the year.

v. In our opinion and according to the information and explanations given to us, having regard to the explanation that for purchase of certain raw materials, stores, components, and fixed assets, alternative sources of supply are limited with reference to quality, delivery schedules, credit period and some of the items purchased are of special nature, and hence comparable alternative quotations are not available for these, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

vi. (a) Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that Section.

(b) Sub clause (b) of sub–para (v) of para 4 of the Order is not applicable as there are no such transactions exceeding the value of Rupees Five Lacs in respect of any party in the financial year.

vii. According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of clause (vi) of the para 4 of the Order are not applicable to the company.

viii. The Company has, in general, an internal audit system commensurate with the size and nature of the Company's business.

ix. The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of certain products manufactured in the company. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.

x. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that are required to be deposited regularly with authorities, have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 31st March, 2012, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company, the dues of sales tax / income tax / customs duty / wealth tax / service tax / excise duty / cess, which have not been deposited on account of any dispute are as follows:– (Amount in Rs. lacs)

Name of the Statute / Period Nature of Dues

Customs Act, 1962 (Custom 1997 to Duty Including Penalty & 2012 Interest, wherever applicable)

Central Excise Act, 1944 (Ex- 1997 to cise Duty Including Penalty & 2012 Interest, wherever applicable)

Sales Tax legislations (sales tax, 1982 to including penalty & interest 2012 wherever applicable)

Service Tax Local cess, local cess sur- 1989 to charge [land revenue in- 2012 cluding penalty and interest wherever applicable]

GRAND TOTAL

Name of the Statute/ From where dispute is pending Supreme High Appel- Appellate State Grand Court Court late Tri- Authority* Governt-Total bunal* ment

Customs Act, 1962 ( Custom Duty Including Penalty & 32.56 127.05 – – 159.61 Interest, wherever applicable)

Central Excise Act, 1944 (Ex- 0.24 128.50 157.20 7.90 – 293.84 cise Duty Including Penalty & Interest, wherever applicable)

Sales Tax legislations (sales tax, 2.57 510.61 269.46 – 782.64 including penalty & interest wherever applicable)

Service Tax 39.17 39.17

Local cess, local cess sur- charge [land revenue in- – – – 12.49 12.49 cluding penalty and interest wherever applicable]

GRAND TOTAL 0.24 163.63 834.03 277.36 12.49 1287.75

*Appellate Tribunal includes STAT, CESTAT & ITAT

**Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals, Joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals

xi. The company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xii. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions / Banks or Debenture holders.

xiii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiv. The Company is not a chit fund or a niche or a mutual benefit society. Therefore the provisions of sub para (xiii) of para 4 of the Order are not applicable to the Company.

xv. In respect of shares, securities and other investments dealt in or traded by the Company, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

xvi. According to the information and explanations given to us, the Company has not given any guarantee for any loans taken by others from any bank or financial institution.

xvii. In our opinion, the term loans taken during the year have, prima facie, been applied for the purpose for which they were raised.

xviii. According to the information and explanations given to us, based on an overall examination of the balance sheet of the Company, related information made available to us and as represented to us by the Management, funds raised on short term basis of Rs. 4880.04 lacs, have been used during the year for long term purposes.

xix. The Company has made any preferential allotment of shares during the year to the promoters and a promoter group company covered in the register maintained under section 301 of the Companies Act, 1956 and the price at which the shares have been issued is not prejudicial to the interest of the company.

xx. The Company has not issued any debentures during the year and therefore the question of creating security or charge in respect thereof does not arise.

xxi. The Company has not made any public issue of any securities during the year and therefore the question of disclosing the end–use of money raised by any public issue does not arise.

xxii. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statement and as per the information and explanations given to us by the management, no fraud on or by the company has been noticed or reported during the course of our audit.

For V. Sankar Aiyar & Co.,

Chartered Accountants.

Firm Reg No. 109208W

[ S. Venkatraman ]

Place: Mumbai Partner

Dated: 6th August, 2012 Membership No. 34319


Mar 31, 2010

1. We have audited the attached Balance Sheet of DCW Limited as at 31st March 2010 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 and read together with the Companies (Auditors Report) Amendment Order, 2004 (hereinafter referred to as the Order) issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of those books;

(iii) The Companys Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable, except as indicated in Note B14 of Schedule N to the Accounts regarding interest capitalization of Rs. 78.8 5 lacs on carbonators and inclusion of power turnover and profit related thereto as part of Caustic Soda segment which is not in accordance with the Accounting Standard 17 on "Segment Reporting"

(v) On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to our observation in para 4(iv) above which has consequential impact of Rs. 78.85 lacs on profits of the year and reserves and read with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date, and

(c) In the case of the Cash Flow Statement of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors Report to the Shareholders of DCW Limited on the Accounts for the year ended 31st March, 2010

i. (a) The Company has maintained proper records showing particulars including quantitative details and situation of fixed assets.

(b) We are informed that the fixed assets have been physically verified by the Management with the assistance of external agencies during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of fixed assets verified during the year.

(c) Since there is no disposal of a substantial part of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii. (a) The inventories of finished goods (except goods lying with consignees and in transit), stores, spare parts and raw materials (except salt at Sahupuram, coal with outside party and stocks in transit) have been physically verified by the management with the help of external agencies. In our opinion, the frequency of physical verification is reasonable.

ib) In our opinion, the procedures in respect of Inventories physically verified are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the record of inventories.

iii. based on the audit procedures applied by us and according to the information and explanations given to us; the company has not granted/ taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that tor purchase of certain raw materials, stores, components, and fixed assets, alternative sources of supply are limited with reference to quality, delivery schedules, credit period and some of the items purchased are of special nature, and hence comparable alternative quotations are not available for these, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and tor the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v. (a) Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements referred to in Section .301 of the Companies Act, 1950, have been entered in the register required to be maintained under that Section.

(b) Sub clause (b) of sub-para (v) of para 4 of the Order is not applicable as there are no such transactions exceeding the value of Rupees Five lacs in respect of any party in the financial year.

vi. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of the Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder, with regard to deposits accepted from the public.

We are informed by the Management that no order has been passed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal under Sections 58A and 58AA of the Companies Act, 1956.

vii. The Company has, in general, an internal audit system commensurate with the size and nature of the Companys business.

viii. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1 ltd) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.

ix. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that are required to be deposited regularly with authorities, have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 51st March, 2010, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records or the company, the dues or sales tax / income tax / customs duty , wealth tax / service tax excise duty / cess, which have not been deposited on account of any dispute are as follows:-

Name of the Statute / Period

Nature of Dues

Customs Act, 1962 (Custom Duty 1997 to 2010

Including Penalty & Interest, wherever applicablel

Central Excise Act, 1944 (Excise Duty 1997 to 2010

Including Penalty & Interest, wherever applicablel

Sales Tax legislations (sales tax, 1982 to 2010

including penalty & interest wherever applicable)

Local cess, local cess surcharge II and 1989 to 2010

revenue including penalty and interest wherever applicable!

Income Tax Act, 1961 2004-2005 to

2006-2007

GRAND TOTAL

Name of the Statute/ Forum where Dispute is pending

Nature of Dues High Appellate Appellate Commis- State Grand

Court Tribunal* Authority** sionerate Govern- Total

ment

Caustoms Act, 1962 Custom Duty 32.55 12 7.05 - - - 159.61 Including Penalty & Interest, Wherever applicanle



Central Excise Act, 1944 (Excise Duty 128.50 148.69 35.78 - - 512.97 Including Penalty & Interest, Wherever applicanle

Sales Tax legislations (sales tax, 2.57 415.68 458.08 418.89 - 1295.22 Including Penalty & Interest, Wherever applicanle

Lacal cess, local cess surching IIand - - - - 12.69 12.69 revenue including penalty and interest Wherever applicanle

Income Tax Act, 1961 - - 110.85 - - 110.85 GRAND TOTAL 163.63 691.42 604.71 418.89 12.69 1891.34

* Appellate Tribunal includes STAT, CESTAT & ITAT

** Appellate Authority includes Commissioner Appeals, Assistant Commissioner Appeals, Deputy Commissioner Appeals joint Commissioner Appeals and Deputy Commissioner Commercial Taxes Appeals

x. The company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions / Banks or Debenture holders.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a niche or a mutual benefit society. Therefore the provisions of sub para (xiii) of para 4 of the Order are not applicable to the Company.

xiv. In respect of shares, securities and other investments dealt in or traded by the Company, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

xv. According to the information and explanations given to us, the Company has not given any guarantee for any loans taken by others from any bank or financial institution.

xvi. In our opinion, the term loans taken during the year have, prima facie, been applied tor the purpose for which they were raised.

xvii. According to the information and explanations given to us, based on an overall examination of the balance sheet of the Company, related information made available to us and as represented to us by the Management, funds raised on short term basis, prima facie, have not been used during the year for long term investment.

xviii. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore the question of creating security or charge in respect thereof does not arise.

xx. The Company has not made any public issue of any securities during the year and therefore the question of disclosing the end-use of money raised by any public issue does not arise.

xxi. We are informed that during the year, no instances of material fraud on or by the company have been noted or reported by the management.

For V. Sankar Aiyar & Co.,

Chartered Accountants

Place : Murnbai S. Venkatraman

Dated : 14th May, 2010 Partner

Membership No. 34319 Firm Reg No. 109208W

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