Mar 31, 2018
Report on the Audit of the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS Financial Statements of DCM Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information (hereinafter referred to as âStandalone Ind AS Financial Statementsâ).
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the state of affairs, loss (including other 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) 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 Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditorâs Responsibility
Our responsibility is to express an opinion on these Standalone 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 Standalone 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 Standalone 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 Standalone Ind AS Financial Statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Standalone 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 Companyâs Directors, as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.
We are also responsible to conclude on the appropriateness of managementâs 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 entityâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditorâs report to the related disclosures in the Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditorâs report. However, future events or conditions may cause an entity to cease to continue as a going concern.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone 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, of the state of affairs of the Company as at 31 March 2018 and its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in âAnnexure Aâ, 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, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone 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 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 with reference to Standalone Ind AS Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g) With respect to the other matters to be included in the Auditorâs 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 Standalone Ind AS Financial Statements - Refer Note 47 to the Standalone Ind AS Financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company after considering Scheme of Restructuring and Arrangement, pursuant to which certain past dues have been rescheduled for repayment â Refer Note 40 and 47 (c) of the Standalone Ind AS Financial Statements.
iv. The disclosures in the Standalone Ind AS Financial Statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However amounts as appearing in the audited Standalone Financial Statements for the year ended 31 March 2017 have been disclosed - Refer Note 45 to the Standalone Ind AS Financial Statements.
Annexure A referred to in our Independent Auditorâs Report to the members of DCM Limited on the Standalone Ind AS Financial Statements for the year ended 31 March 2018
(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) According to the information and explanations given to us, the Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified, in a phased manner, over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain assets have been physically verified by the management during the current year. As informed to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of the immovable properties, as disclosed in Note 3 to the standalone Ind AS financial statements, are held in the name of the Company.
(ii) According to the information and explanations given to us, the inventories, except good-in-transit, have been physically verified by the management at regular intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and nature of its business. As informed to us, the discrepancies noticed on comparison of physical verification of inventories with book records 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, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Further, there are no limited liability partnerships covered in the register required under Section 189 of the Act. Accordingly, paragraph 3 (iii) of the Order is not applicable.
(iv) According to the information and explanations given to us, the Company has not granted any loans and advances covered under the provisions of Section 185 and Section 186 of the Act. Thus, paragraph 3 (iv) of the Order is not applicable.
(v) As per the information and explanations given to us, during the year, the Company has not accepted any deposits as mentioned in the directives issued by the Reserve Bank of India and the provisions of Section 73 to Section 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, para 3(v) of the Order is not applicable
(vi) The Central Government has prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for certain activities carried out by the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government for the maintenance of cost records under Section 148 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employeeâ state insurance, Income-tax, Sales-tax, Goods and Services Tax (âGSTâ), Service tax, Duty of customs, Duty of excise, Value added tax, Cess and Other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employeeâ state insurance, Income-tax, Sales-tax, GST, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and Other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues in respect Income-tax, Sales-tax, GST, Service tax, Duty of custom, Duty of excise and Value added tax which have not been deposited with the appropriate authorities on account of any dispute except for the following:
Name of the Statute |
Nature of dues |
Amount involved * (Rs. in Lacs) |
Amount paid under protest (Rs. in Lacs) |
Financial year to which amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income Tax |
40.28 |
40.28 |
2013-14 |
Commissioner of Income tax (Appeals) |
58.39 |
- |
2012-13 |
|||
10.08 |
5.00 |
2011-12 |
Income Tax Appellate Tribunal |
||
Customs Act, 1962 |
Customs duty |
12.55 |
- |
1988-89 |
Commissioner of customs (Appeals) |
Central Excise Act, 1944 |
Excise duty |
0.99 |
0.06 |
2013-14 |
Commissioner of Central Excise |
0.50 |
- |
2002-03, 2003-04 |
Supreme court |
||
Punjab VAT Act, 2005 |
Sales tax |
146.96 |
36.75 |
2010-11 |
Punjab VAT Appellate Tribunal |
130.25 |
35.09 |
2009-10 |
* amounts as per demand orders including interest and penalty wherever indicated in the demand.
For the above purposes, statutory dues payable in India have been considered. Further, the demands raised and already set off by the Income-tax authorities against the carried forward losses of the Company or the refunds due to the Company being no longer due for payment, have not been considered.
The following matters which have been excluded from the table have been decided in favour of the Company, although we are informed that the concerned regulatory authority has preferred appeal at a higher level:
Name of the Statute |
Nature of dues |
Amount (Rs. in Lacs) |
Financial year to which amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income Tax |
442.48 |
1982-83 to 1989-90 |
High Court |
27.93 |
2008-09 |
High Court |
||
76.35 |
2010-11 |
Income Tax Appellate Tribunal |
||
62.93 |
2011-12 |
Income Tax Appellate Tribunal |
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to any financial institution, bank or debenture holder during the year. The Company has not availed any loan or borrowings from government.
(ix) According to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanation given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.
(x) According to the information and explanations given to us, no fraud by the Company and neither any fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the managerial remuneration has been paid or provided by the Company in accordance with the provisions of Section 197 read with Schedule V of the Act.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanation given to us and on the basis of our examination of the records of the Company, all the transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.
(xiv) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or person connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.
(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 the Independent Auditorâs Report of even date on the Standalone Ind AS Financial Statements of DCM Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls with reference to financial statements of DCM Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements 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 (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). 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 Companyâs 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 Act.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, to the extent applicable to an audit of Internal Financial Controls and, both issued by the ICAI.
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 with reference to financial statements 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 auditorâs judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 Companyâs internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
A companyâs internal financial control with reference to financial statements 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 companyâs internal financial control with reference to financial statements 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 companyâs assets that could have a material effect on the Financial Statements.
Inherent Limitations of Internal Financial Controls with reference to financial statements
Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2018, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For B S R & Co. LLP
Chartered Accountants
Firmâs registration number: 101248W / W-100022
Kaushal Kishore
Place: Gurugram Partner
Date: May 30, 2018 Membership number: 090075
Mar 31, 2016
To the Members of DCM Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of DCM Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 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.
Managementâs responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 in section 133 of the Act, read with Rule 7 of 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.
Auditorâs 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 auditorâs 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 controls relevant to the Companyâs 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 Companyâs 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 March 31, 2016, and its profit and its cash flows for the year ended on that date.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we give in the âAnnexure Aâ, 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 written representations received from the directors as on March 31, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, 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 âAnnexure Bâ; and
g. with respect to the other matters to be included in the Auditorâs 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 note 32 and 43 of the standalone 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 44 of the standalone financial statements.
iii. there has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company after considering Scheme of Restructuring and Arrangement, pursuant to which certain past dues have been rescheduled for repayment. Refer note 30 of the standalone financial statements.
ANNEXURE TO THE INDEPENDENT AUDITORSâ REPORT
Annexure A to the Independent Auditorâs Report to the Members of DCM Limited on the standalone financial statements for the year ended March 31, 2016
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In accordance with the said programme, a portion of fixed assets were physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 11 to the standalone financial statements, are held in the name of the Company.
(ii) The inventories except goods-in-transit, have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) of the Order is not applicable.
(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances covered under the provisions of section 185 and 186 of the Act. Thus, paragraph 3(iv) of the Order is not applicable.
(v) The Company has not accepted any deposits from the public during the year.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, value added tax, duty of customs, duty of excise, cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities though there have been slight delays in few cases.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income tax, sales tax, service tax, value added tax, duty of customs, duty of excise, cess and other material statutory dues were in arrears as at March 31, 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, there are no dues of income-tax, duty of excise, sales tax, duty of customs, service tax, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned below:
Name of the statute |
Nature of dues |
Amount Involved * (Rs. in lacs) |
Amount paid under protest (Rs. in lacs) |
Period to which amount relates |
Forum where dispute is pending |
Income -tax Act, 1961 |
Income -tax |
58.39 |
- |
Assessment Year 2013-14 |
Commissioner of Income tax (Appeals) |
|
|
12.73 |
12.73 |
Assessment Year2008-09 |
Income Tax Appellate Tribunal |
|
|
12.33 |
- |
Assessment Year2009-10 |
|
|
|
10.08 |
5.00 |
Assessment Year2012-13 |
|
Customs Act, 1962 |
Customs duty |
12.55 |
'' |
1988-89 |
Commissioner of Customs (Appeals) |
Central Excise Act, 1944 |
Excise duty |
510.43 |
|
2004-05, 2005-06, 2006-07, 2008-09, 2006-07 to 2010-2011 |
Central Excise and Service Tax Appellate Tribunal |
|
|
1.47 |
0.06 |
2013-14 |
Commissioner of Central Excise (Appeals) |
|
|
0.50 |
- |
2 0 02-03, 2003-04 |
Supreme Court |
Punjab VAT Act, |
Sales tax |
130.25 |
35.09 |
2009-10 |
Punjab VAT Appellate Tribunal |
2005 |
|
146.96 |
36.75 |
2010-11 |
* amount as per demand orders including interest and penalty wherever indicated in the demand.
For the above purposes, statutory dues payable in India have been considered. Further, the demands raised and already set off by the Income-tax Authorities against the carried forward losses of the Company or there funds due to the Company, being no longer due for payment, have not been considered.
The following matters which have been excluded from the table have been decided in favour of the Company, although we are informed that the concerned regulatory authority has preferred appeal at a higher level:
Name of the statute |
Nature of dues |
Amount Involved (Rs. in lacs) |
Period to which amount relates |
Forum where dispute is pending |
Income -tax Act, 1961 |
Income -tax |
442.48 |
Assessment Year 1983-84 to 1990-91 |
Income tax appellate tribunal |
|
|
33.25 |
Assessment Year 2010-11 |
Income tax appellate tribunal |
|
|
27.93 |
Assessment Year 2009-10 |
Delhi High Court |
|
|
76.35 |
Assessment Year 2011-12 |
Income tax appellate tribunal |
|
|
62.93 |
Assessment Year 2012-13 |
Income tax appellate tribunal |
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.
(ix) The Company did not raise any money by way of initial public offer or further public offer during the year (including debt instruments) and the term loans were applied for the purposes for which those were raised.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company and as fully explained in note 48 to the financial statements, out of the managerial remuneration amounting to Rs. 26.47 lakhs paid/ provided to the managing director of the Company, Rs. 5.83 lakhs is over and above the limits provided as per the provisions of section 197 read with Schedule V to the Companies Act, 2013 which is subject to the approval of Central Government. The Company has obtained necessary approval from the shareholders of the Company in respect of the aforesaid remuneration through postal ballot. The Company is in the process of obtaining necessary approvals from the Central Government for the said remuneration approved by the shareholders over and above the limits provided under the Companies Act, 2013. Further, the Company has received an undertaking from the managing director for refund of the excess remuneration in the event of non-receipt of the Central Government approval.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For B S R &Co. LLP
Chartered Accountants
(Firmâs Registration No. 101248W/W-100022)
Kaushal Kishore
Partner
(Membership No. : 090075
Place: New Delhi
Dated: May 30, 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of DCM
LIMITED ("the Company"), which comprise the Balance Sheet as at
March 31, 2015, 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 standalone
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls.
An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates made
by the Company's Directors, as well as evaluating the overall
presentation of the standalone 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 March 31, 2015, and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015
("the Order") issued by the Central Government in terms of Section
143(11) of the Act, we give in the Annexure 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 March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 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 Note 32 to the
standalone 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 47 of the standalone financial statements.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company after considering SORA, pursuant to which certain past dues
have been rescheduled for repayment. Refer note 43(c) of the standalone
financial statements.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph
1 under 'Report on Other Legal and Regulatory Requirements' section of
our report of even date)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification, which
in our opinion provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us no material discrepancies were noticed on such
verification.
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals. However, in respect
of certain raw materials, the inventories were verified by the
management on a visual estimation which has been relied upon by us.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification of inventories.
(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the Register maintained
under Section 189 of the Companies Act, 2013. Accordingly, paragraph
3(iii) of the Order is not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weaknesses in such internal control system.
(v) According to the information and explanations given to us, the
Company has not accepted deposits during the year. In respect of
unclaimed deposits after considering the order dated September 10, 1998
of the Company Law Board issued under section 58A (9) of the Companies
Act 1956 (the Act) as an integral part of SORA, the Company has
complied with the provisions of Sections 73 to 76 or any other relevant
provisions of the Companies Act, 2013.
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014,
as amended and prescribed by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, and are of the opinion
that, prima facie, the prescribed cost records have been made and
maintained. We have, however, not made a detailed examination of the
cost records with a view to determine whether they are accurate or
complete.
(vii) According to the information and explanations given to us and the
records of the Company examined by us in respect of statutory dues and
after considering SORA, pursuant to which certain past dues have been
rescheduled for payment:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees' State Insurance,
Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Value Added Tax, Cess and other material statutory dues
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other
material statutory dues in arrears as at March 31, 2015 for a period of
more than six months from the date they became payable.
(c) Details of dues of Income-tax and Customs Duty which have not been
deposited as on March 31, 2015 on account of disputes are given below:
Name of Statute Nature of the dues Forum where Total
pending involved Amount
(Rs. Lacs)
Income -tax Income Tax Commissioner of 76.35
Act, 1961 Income tax (Appeals)
Income -tax Income Tax Commissioner of 66.08
Act, 1961 Income tax (Appeals)
Customs Customs Commissioner of 12.55
Act, 1962 Duty Customs (Appeals)
Name of Statute Amount paid under Period to which the
protest (Rs. Lacs) amount relates
Income Tax Act 1961 38.31 Assessment
Year 2011-12
Income Tax Act 1961 66.08 Assessment
Year 2012-13
Customs Act 1962 - 1988-89
amount as per demand orders including interest and penalty wherever
indicated in the demand.
For the above purposes, statutory dues payable in India have been
considered. Further, the demands raised and already set off by the
Income- tax Authorities against the carried forward losses of the
Company or the refunds due to the Company, being no longer due for
payment, have not been considered.
The following matters which have been excluded from the table have been
decided in favour of the Company, although we are informed that the
concerned regulatory authority has preferred appeal at a higher level:
Name of Statute Nature of the dues Forum where
pending
Income Tax Income- tax Delhi High Court
Act, 1961
Income Tax Appellate Tribunal
Income Tax Appellate Tribunal
Name of Statute Amount Period to which the
(Rs. Lacs) amount relates
Income Tax Act 1961 442.48 Assessment years
1983-84 to 1990-91.
33.25 Assessment year
2010-11.
27.93 Assessment year 2009-10.
We have been further informed that there are no dues in respect of
Sales Tax, Wealth Tax, Service Tax, Excise Duty, Value Added Tax and
Cess which have not been deposited on account of any dispute.
(d) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund after considering SORA, pursuant
to which certain past dues have been rescheduled for repayment, in
accordance with the relevant provisions of the Companies Act, 1956 (1
of 1956) and Rules made thereunder within time.
(viii) The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial year.
(ix) In our opinion and according to the information and explanations
given to us and after considering SORA, the Company has not defaulted
in the repayment of dues to financial institutions, debenture holders
and banks.
(x) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.
(xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For A. F. Ferguson & Co.
Chartered Accountants
(Firm's Registration No. 112066W)
Manjula Banerji
Place : New Delhi Partner
Dated : May 28, 2015 (Membership No. : 086423)
Mar 31, 2014
We have audited the accompanying financial statements of DCM LIMITED
("the Company"), which comprise the Balance Sheet as at March 31, 2014,
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 Financial Statements The Company''s
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 notified under the Companies Act, 1956 ("the
Act") (which continue to be applicable in respect of Section 133 of the
Companies Act, 2013 in terms of General Circular 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs) and in
accordance with the accounting principles generally accepted in India.
This 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.
Auditors'' 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
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 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 Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 aforesaid 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 March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Emphasis of Matter
We draw attention to note 30 of the financial statements which explains
in detail the position of the "Scheme of Restructuring and
Arrangement", sanctioned by the High Court of Delhi as further modified
vide its Order dated April 28, 2011 (hereinafter referred to as SORA)
and the status of its implementation. The SORA provides that it is
required to be implemented as a whole and in totality. The effect of
the financial and business restructuring, as envisaged in the above
Scheme, has already been considered in preparing the accounts by the
Company during the previous years except for the sale of rights in the
Company''s land development project, which, as per SORA, is subject to
certain definitive agreements. Although the Company has entered into
the definitive agreements during the previous years, one
of such agreements, viz., "leasehold definitive agreement" has not
become effective pending compliance with certain conditions contained
therein and therefore, the corresponding transaction has not been
effected in the accounts. The management has confirmed to us that the
conditions contained in the "leasehold definitive agreement" would be
complied and would not result into any adverse impact on the financials
of the Company or on the successful implementation of the SORA. 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, 2003 ("the
Order") issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the 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 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).
(e) On the basis of the written representations received from the
directors as on March 31, 2014 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2014
from being appointed as a director in terms of Section 274(1)(g) of the
Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
Having regard to the nature of the Company''s business / activities /
result, clauses (x),(xii), (xiii) and (xiv) of the Order are not
applicable.
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification, which
in our opinion provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the management at reasonable intervals. However, in respect
of certain raw materials, the inventories were verified by the
management on a visual estimation which has been relied upon by us.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories. The discrepancies noticed on physical verification of
inventories as compared to book records were not material and have been
properly dealt with in the books of account.
(iii) 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, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to the purchase of inventories and fixed assets and the sale of goods
and services. During the course of our audit, we have not observed any
major weakness in such internal control system.
(v) In our opinion and according to the information and explanations
given to us, there are no contracts or arrangements during the year
that need to be entered in the register required to be maintained under
Section 301 of the Companies Act, 1956 and accordingly paragraph
4(v)(b) of the Order is not applicable.
(vi) In our opinion, after considering the information and explanations
given to us that the Order dated September 10, 1998 of the Company Law
Board issued under Section 58A(9) of the Companies Act, 1956 (the Act)
is an integral part of SORA, the Company has complied with the
directives issued by the Reserve Bank of India and the provisions of
section 58A and section 58 AA of the Act and the Companies (Acceptance
of Deposits) Rules, 1975 with regard to the deposits accepted from the
public.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the management
have been commensurate with the size of the Company and the nature of
its 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)(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, however,
not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
(ix) According to the information and explanations given to us and the
records of the Company examined by us in respect of statutory dues and
after considering SORA, pursuant to which certain past dues have been
rescheduled for payment:
(a) The Company has generally been regular in depositing undisputed
dues, including income -tax, investor education and protection fund,
employees'' state insurance, sales tax, wealth tax, provident fund,
service tax, customs duty, excise duty, cess and other material
statutory dues applicable to it with the appropriate authorities. There
were no undisputed statutory dues outstanding for a period of more than
six months from the date they become payable as at the year end.
(b) Details of dues of customs duty and income-tax matters which have
not been deposited as on March 31, 2014 by the Company on account of
disputes are given below:
Name of Nature of Forum where Total Amount Period to
the the dues pending Amount paid under which the
Statute involved protest amount
(Rs. Lacs) (Rs. Lacs) relates
Income-tax Income Commissioner 76.35 - Assessment
Act, 1961 tax of income tax Year 2011-12
Appeals
Customs Customs Commissioner 12.55 - 1988-89
Act, 1962 Duty of Custom
(Appeals)
* amount as per demand orders including interest and penalty wherever
indicated in the demand.
For the above purposes, statutory dues payable in India have been
considered. Further, the demands raised and already set off by the
Income-tax Authorities against the carried forward losses of the
Company or the refunds due to the Company, being no longer due for
payment, have not been considered. The following matters which have
been excluded from the table have been decided in favour of the
Company, although we are informed that the concerned regulatory
authority has preferred appeal at a higher level:
Name of Nature of Forum where Amount Period to which
the Statute the dues pending Rs.lacs the amount relates
Income-tax Income- Delhi High Court 442.48 Assessment
Act, 1961 tax Years 1983-84
to 1990-91
Delhi High Court 17.83 Assessment
Years 2002-03
Income Tax 27.93 Assessment
Appelate Tribunal Years 2009-10
We have been further informed that there are no dues in respect of
service tax, sales tax, wealth tax, excise duty and cess which have
not been deposited on account of any dispute.
(x) According to the information and explanations given to us and
after considering SORA, the Company has not defaulted in repayment
of dues to financial institutions, debenture holders and bank.
(xi) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.
(xii) In our opinion and according to the information and explanations
given to us, the term loans taken during the year have been applied
for the purposes for which they were obtained.
(xiii) In our opinion and according to the information and explanati
-ons given to us and on an overall examination of the balance sheet,
we report that funds raised on short term basis have not been used for
long term investments.
(xiv) The Company has not made any preferential allotment of shares
during the year.
(xv) The Company has not issued any debentures during the year.
(xvi) The Company has not raised money by way of public issue during
the year.
(xvii) To the best of our knowledge and according to the information
and explanations given to us by the management, no fraud by the
Company and no material fraud on the Company has been noticed or
reported during the year.
For A. F. Ferguson & Co.
Chartered Accountants
(Registration No. 112066W)
Manjula Banerji
Partner
(Membership No. : 086423)
Place : New Delhi
Dated : May 28, 2014
Mar 31, 2013
We have audited the accompanying financial statements of DCM LIMITED
("the Company") which comprise the Balance Sheet as at March 31, 2013,
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
Financial Statements
The Company''s 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 Section 211(3C)
of the Companies Act, 1956 ("the Act") and in accordance with the
accounting principles generally accepted in India. This 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. Auditors'' 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 the
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 judgement, 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 Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 qualified audit opinion.
Basis for Qualified Opinion:
i) There are various issues arisen/arising out of the reorganisation
arrangement will be settled and accounted for as and when the
liabilities/benefits are finally determined as stated in note 40 of the
financial statements. The effect of these on the financial statements
is not ascertainable at this stage;
ii) The disclosures in terms of Accounting Standard (AS)-27"Financial
Reporting of Interest in Joint Ventures" for the reasons stated in note
44 of the financial statements have been made on the basis of last
available financial statements of joint venture for the year ended
March 31, 2012.
The matters referred to in paragraphs (i) and (ii) to the extent
covered here above were also subject matter of qualification in our
audit report on the financial statements for the year ended March 31,
2012.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion paragraph, the aforesaid
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 March 31, 2013;
b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date and
c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Emphasis of Matter
We draw attention to note 30 of the financial statements which explains
in detail the position of the "Scheme of Restructuring and
Arrangement", sanctioned by the High Court of Delhi as further modified
vide its Order dated April 28, 2011 (hereinafter referred to as SORA)
and the status of its implementation. The SORA provides that it is
required to be implemented as a whole and in totality. The effect of
the financial and business restructuring, as envisaged in the above
Scheme, has already been considered in preparing the accounts by the
Company during the previous years except for the sale of rights in the
Company''s land development project, which, as per SORA, is subject to
certain definitive agreements. Although the Company has entered into
the definitive agreements during the previous years, one of such
agreements, viz., "leasehold definitive agreement" has not become
effective pending compliance with certain conditions contained therein
and therefore, the corresponding transaction has not been effected in
the accounts. The management has confirmed to us that the conditions
contained in the "leasehold definitive agreement" would be complied and
would not result into any adverse impact on the financials of the
Company or on the successful implementation of the SORA. 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, 2003 ("the
Order") issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
2. As required under provisions of 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 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) Except for the effect of the matter described in paragraph (ii) of
the Basis for Qualified Opinion, in our opinion, the Balance Sheet,
Statement of Profit and Loss and Cash Flow Statement comply with the
Accounting Standards referred to in Section 211(3C) of the Act.
(e) On the basis of written representations received from the directors
as on 31st March, 2013 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 Section 274(1)(g) of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
Having regard to the nature of the Company''s business / activities /
result, clauses
(x), (xiii) and (xiv) of the order are not applicable.
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The Company has a programme of physically verifying all its fixed
assets over a period of three years, which in our opinion is reasonable
having regard to the size of the Company and the nature of its fixed
assets. In accordance with this programme, some of the fixed assets
were physically verified by the management during the year. The
discrepancies noticed on such verification between the physical
balances and the fixed assets records were not material and have been
properly dealt with in the books of account. (c) The fixed assets
disposed off during the year, in our opinion, do not constitute a
substantial part of the fixed assets of the Company and such disposal
has, in our opinion, not affected the going concern status of the
Company. (ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the management at reasonable intervals. However, in respect
of certain raw materials, the inventories were verified by the
management on a visual estimation which has been relied upon by us.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories. The discrepancies noticed on physical verification of
inventories as compared to book records were not material and have been
properly dealt with in the books of account.
(iii) 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, there is an adequate internal control system commensurate
with the s ize of the Company and the nature of its business with
regard to the purchase of inventories and fixed assets and the sale of
goods and services. During the course of our audit, we have not
observed any major weakness in such internal control system.
(v) In our opinion and according to the information and explanations
given to us, there are no contracts or arrangements during the year
that need to be entered in the register required to be maintained under
Section 301 of the Companies Act, 1956 and accordingly paragraph
4(v)(b) of the Order is not applicable.
(vi) In our opinion, after considering the information and explanations
given to us that the Order dated September 10, 1998 of the Company Law
Board issued under Section 58A(9) of the Companies Act, 1956 is an
integral part of SORA, the Company has complied with the directives
issued by the Reserve Bank of India and the provisions of section 58A
and section 58 AA of the Act and the Companies (Acceptance of Deposits)
Rules, 1975 with regard to the deposits accepted from the public.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the management
have been commensurate with the size of the Company and the nature of
its 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)(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, however,
not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
(ix) According to the information and explanations given to us and the
records of the Company examined by us in respect of statutory dues and
after considering SORA, pursuant to which certain past dues have been
rescheduled for payment:
(a) The Company has been regular in depositing undisputed dues,
including, investor education and protection fund, employees'' state
insurnace, sales tax, wealth tax, service tax, customs duty, excise
duty, cess and other material statutory dues applicable to it and has
generally been regular in depositing dues in case of provident funds
and income-tax with the appropriate authorities. There were no
undisputed statutory dues outstanding for a period of more than six
months from the date they become payable as at the year end.
(b) Details of dues of customs duty and income-tax matters which have
not been deposited as on March 31, 2013 by the Company on account of
disputes are given below:
Name of Nature of Forum where
the the dues pending
Statute
Customs Customs Commissioner of
Act, 1962 Duty Customs (Appeals)
Income-tax Income- Commissioner of
Act, 1961 tax Income Tax (Appeals)
Name Total Amount Period to
Amount paid under which the
involved* protest amount
(Rs. Lacs) (Rs. Lacs) relates
Customs 12.55 1988-89
Income-tax 33.25 Assessment
year 2010-11
*amount as per demand orders including interest and penalty wherever
indicated in the demand.
For the above purposes, statutory dues payable in India have been
considered. Further, the demands raised and already set off by the
Income-tax Authorities against the carried forward losses of the
Company or the refunds due to the Company, being no longer due for
payment, have not been considered. The following matters which have
been excluded from the table have been decided in favour of the
Company, although we are informed that the concerned regulatory
authority has preferred appeal at a higher level:
Name of Nature of Forum where Amount Period to
which
the Statute the dues pending (Rs.in lacs) the amount
relates
Income- Income- Delhi High
Court 442.48 Assessment
Act, 1961 tax Years 1983-84
to 1990-91
Delhi High
Court 35.18 Assessment
Years 2002-03
Income Tax 27.93 Assessment
Appelate
Tribunal Years 2009-10
We have been further informed that there are no dues in respect of
service tax, sales tax, wealth tax, excise duty and cess which have not
been deposited on account of any dispute.
(x) According to the information and explanations given to us and after
considering SORA, the Company has not defaulted in repayment of dues to
financial institutions, debenture holders and bank.
(xi) As the Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities, paragraph 4
(xii) of the Order is not applicable. (xii) According to the
information and explanations given to us, the Company has not given any
guarantees during the year for loans taken by others from banks or
financial institutions.
(xiii) In our opinion and according to the information and explanations
given to us, the term loans taken during the year have been applied for
the purposes for which they were obtained.
(xiv) In our opinion and according to the information and explanations
given to us and on an overall examination of the balance sheet, we
report that funds raised on short term basis have not been used for
long term investments.
(xv) The Company has not made any preferential allotment of shares
during the year.
(xvi) The Company has not issued any debentures during the year.
(xvii) The Company has not raised money by way of public issue during
the year.
(xviii) To the best of our knowledge and according to the information
and explanations given to us by the management, no fraud by the Company
and no material fraud on the Company has been noticed or reported
during the yea r.
For A. F. Ferguson & Co.
Chartered Accountants
(Registration No. 112066W)
Manjula Banerji
Place :New Delhi Partner
Dated :May 27, 2013 (Membership No. : 086423)
Mar 31, 2012
1. We have audited the attached balance sheet of DCM Limited ("the
Company") as at March 31, 2012, the statement of profit and loss and
the cash flow statement of the Company for the year ended on that date,
both 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 the 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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. We draw attention to note 30 of the financial statements which
explains in detail the position of the "Scheme of Restructuring and
Arrangement", sanctioned by the High Court of Delhi as further
modified vide its Order dated April 28, 2011 (hereinafter referred to
as SORA) and the status of its implementation. The SORA provides that
it is required to be implemented as a whole and in totality. The effect
of the financial and business restructuring, as envisaged in the above
Scheme, has already been considered in preparing the accounts by the
Company during the previous year's except for the sale of rights in the
Company's land development project, which, as per SORA, is subject to
certain definitive agreements. Although the Company has entered into
the definitive agreements during the previous years, one of such
agreements, viz., "leasehold definitive agreement" has not become
effective pending compliance with certain conditions contained therein
and therefore, the corresponding transaction has not been effected in
the accounts. The management has confirmed to us that the conditions
contained in the "leasehold definitive agreement" would be complied
and would not result into any adverse impact on the financials of the
Company or on the successful implementation of the SORA. Our opinion is
not qualified in respect of this matter.
4. As required by the Companies (Auditors Report) Order, 2003 (CARO)
issued by the Central Government of India in terms of section 227(4A)
of the Companies Act, 1956, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
5. Further read with our comments in paragraph 3 and annexure referred
to in paragraph 4 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 it appears from our examination of
those books;
iii) 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;
iv) the balance sheet, statement of profit and loss 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, except that disclosures in terms of Accounting
Standard (AS)-27 "Financial Reporting of Interest in Joint
Ventures" for the reasons stated in note 44 of the financial
statements have been made on the basis of last available financial
statements of joint venture for the year ended March 31, 2011;
v) various issues arisen!' arising out of the reorganization arrangement
will be settled and accounted for as and when the liabilities/benefits
are finally determined as stated in note 40 of the financial
statements. The effect of these on the accounts is not ascertainable at
this stage;
The matters referred to in paragraphs 5 (iv) and (v) to the extent
covered here above were also subject matter of qualification in our
audit report on the financial statements for the year ended March 31,
2011.
Subject to the foregoing, in our opinion and to the best of our
information and according to the explanations given to us, the said
accounts 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 March 31, 2012;
b) in the case of the statement of profit and loss, of the profit of
the Company 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.
6. On the basis of written representations received from the directors
and taken on record by the Board of Directors and after considering
SORA, none of the directors is disqualified as on March 31, 2012 from
being appointed as a director in terms of section 274(1 )(g) of the
Companies Act, 1956.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date) Having regard
to the nature of the Company's business / activities / result,
clauses (x), (xiii) and (xiv) of CARO are not applicable.
(i) In respect of its fixed assets :
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) As explained to us, the Company has a programme of physically
verifying all its fixed assets over a period of three years, which in
our opinion is reasonable having regard to the size of the Company and
the nature of its fixed assets. In accordance with this programme, some
of the fixed assets were physically verified by the management during
the year. The discrepancies noticed on such verification between the
physical balances and the fixed assets records were not material and
have been properly dealt with in the books of account.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(ii) In respect of its inventory :
(a) As explained to us, the inventories were physically verified during
the year by the management at reasonable intervals. However, in respect
of certain raw materials, the inventories were verified by the
management on a visual estimation which has been relied upon by us.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories. The discrepancies noticed on physical verification of
inventories as compared to book records were not material and have been
properly dealt with in the books of account.
(iii) 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, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to the purchase of inventories and fixed assets and the sale of goods
and services. During the course of our audit, we have not observed any
major weakness in such internal control system.
(v) According to the information and explanations given to us, during
the year, the particulars of contracts I arrangements referred to in
section 301 of the Act have been entered in the register required to be
maintained under that section. For this purpose, the Company has taken
the view that the transactions which are subjected to the provisions of
section 299(6) of the Act are not required to be entered in this
register. There are no transactions in excess of Rs.5 lacs in respect
of any party, listed in the register maintained under section 301 of
the Companies Act, 1956, during the year.
(vi) In our opinion, after considering the information and explanations
given to us that the Order dated September 10, 1998 of the Company Law
Board issued under Section 58A(9) of the Companies Act, 1956 (the Act)
is an integral part of SORA, the Company has complied with the
directives issued by the Reserve Bank of India and the provisions of
section 58A and section 58 AA of the Act and the Companies (Acceptance
of Deposits) Rules, 1975 with regard to the deposits accepted from the
public.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the management
have been commensurate with the size of the Company and the nature of
its 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 )(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, however,
not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
(ix) According to the information and explanations given to us and the
records of the Company examined by us in respect of statutory dues and
after considering SORA, pursuant to which certain past dues have been
rescheduled for payment:
(a) The Company has been regular in depositing undisputed dues,
including provident fund, investor education and protection fund, tax
deducted at source, income-tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues
applicable to it and generally been regular in depositing dues in case
of employees' state insurance with the appropriate authorities. There
were no undisputed statutory dues outstanding for a period of more than
six months from the date they become payable as at the year end.
(b) Details of dues of customs duty, income-tax and service tax matters
which have not been deposited as on March 31, 2012 by the Company on
account of disputes are given below :
Name Nature of Forum where Total Amount Period to
of the the Dues pending amount paid under which the
Statute involved* protest amount
(Rs. Lacs) (Rs. Lacs) relates
Customs Customs Commissioner
of 12.55 - 1988-89
Act Duty Customs
(Appeals
Income Income- Commissioner
of 27.93 19.88 Assessment
Tax
Act, tax Income Tax
(Appeals) year
1961 2009-10
*amount as per demand orders including interest and penalty wherever
indicated in the demand.
For the above purposes, statutory dues payable in India have been
considered. Further, the demands raised and already set off by the
Income- tax Authorities against the carried forward losses of the
Company or the refunds due to the Company, being no longer due for
payment, have not been considered.
The following matters which have been excluded from the table have been
decided in favour of the Company, although we are informed that the
concerned regulatory authority has preferred appeal at a higher level:
Name of the Nature of the Forum where Amount Period to which the
Statute Dues pending (Rs. Lacs) amount relates
Income Tax Income- tax Delhi High
Court 442.48 Assessment Years
Act,1961 1983-84
to 1990-91
We have been further informed that there are no dues in respect of
sales tax, wealth tax, excise duty and cess which have not been
deposited on account of any dispute.
(x) According to the information and explanations given to us and after
considering SORA, the Company has not defaulted in repayment of dues to
financial institutions, debenture holders and bank.
(xi) As the Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities, paragraph 4(xii) of the Order is not applicable.
(xii) According to the information and explanations given to us, the
Company has not given any guarantees during the year for loans taken by
others from banks or financial institutions.
(xiii) In our opinion and according to the information and explanations
given to us, the term loans taken during the year have been applied for
the purposes for which they were obtained.
(xiv) In our opinion and according to the information and explanations
given to us and on an overall examination of the balance sheet, we
report that funds raised on short term basis have not been used for
long term investments.
(xv) The Company has not made any preferential allotment of shares
during the year.
(xvi) The Company has not issued any debentures during the year.
(xvii) The Company has not raised money by way of public issue during
the year.
(xviii) To the best of our knowledge and according to the information
and explanations given to us by the management, no fraud by the Company
and no fraud on the Company has been noticed or reported during the
year.
For A. F. FERGUSON & CO.
Chartered Accountants
(Registration No. 112066W)
Place : New Delhi JAIDEEP BHARGAVA
Date : May 28, 2012 Partner
(Membership No.:090295)
Mar 31, 2011
1. We have audited the attached balance sheet of DCM Limited ("the
Company") as at March 31, 2011, the profit and loss account and the
cash flow statement of the Company for the year ended on that date,
both 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 the 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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the 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 (CARO)
issued by the Central Government of India in terms of section 227(4A)
of the Companies Act, 1956, we give 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 it appears from our examination of
those books;
iii) the balance sheet, the profit and loss account and the cash flow
statement dealt with by this report are in agreement with the books of
account;
iv) 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,
except that disclosures in terms of Accounting Standard (AS)-27
"Financial Reporting of Interest in Joint Ventures" for the reasons
stated in note 17 of Schedule 13 have been made on the basis of last
available financial statements of joint venture for the year ended
March 31, 2010;
v) attention is invited to note 3 of Schedule 13 which explains in
detail the position of the "Scheme of Restructuring and Arrangement",
sanctioned by the High Court of Delhi and further modified vide its
Order dated April 28, 2011 (hereinafter referred to as SORA) the status
of its implementation. The SORA provides that it is required to be
implemented as a whole and in totality. The effect of the financial and
business restructuring, as envisaged in the above Scheme, has already
been considered in preparing the accounts by the Company during the
previous years except for the sale of rights in the Companys land
development project, which, as per SORA, is subject to certain
definitive agreements. Although the Company has entered into the
definitive agreements during the previous years, one of such
agreements, viz., "leasehold definitive agreement" has not become
effective pending compliance with certain conditions contained therein
and therefore, the corresponding transaction has not been effected in
the accounts. The management has confirmed to us that the conditions
contained in the "leasehold definitive agreement" would be complied and
would not result in to any adverse impact on the financials of the
Company or on the successful implementation of the SORA;
vi) various issues arisen/arising out of the reorganisation arrangement
will be settled and accounted for as and when the liabilities/benefits
are finally determined as stated in note 12 of schedule 13. The
effect of these on the accounts is not ascertainable at this stage; The
matters referred to in paragraphs 4 (iv) and (vi) to the extent covered
here above were also subject matter of qualification in our audit
report on the financial statements for the year ended March 31, 2010.
Subject to our comments in para 4(iv) and 4 (vi) above, in our opinion
and to the best of our information and according to the explanations
given to us, the said accounts 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 March 31, 2011;
b) in the case of the profit and loss account, of the profit of the
Company 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.
5. On the basis of written representations received from the directors
and taken on record by the Board of Directors and after considering
SORA, none of the directors is disqualified as on March 31, 2011 from
being appointed as a director in terms of section 274(1)(g) of the
Companies Act, 1956.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date)
Having regard to the nature of the Companys business / activities /
result, clauses (x), (xiii) and (xiv) of CARO are not applicable. (i)
In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) As explained to us, the Company has a programme of physically
verifying all its fixed assets over a period of three years, which in
our opinion is reasonable having regard to the size of the Company and
the nature of its fixed assets. In accordance with this programme, some
of the fixed assets were physically verified by the management during
the year. The discrepancies noticed on such verification between the
physical balances and the fixed assets records were not material and
have been properly dealt with in the books of account.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(ii) In respect of its inventory:
(a) As explained to us, the inventories were physically verified during
the year by the management at reasonable intervals. However, in respect
of certain raw materials, the inventories were verified by the
management on a visual estimation which has been relied upon by us.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories. The discrepancies noticed on physical verification of
inventories as compared to book records were not material and have been
properly dealt with in the books of account.
(iii) 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, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to the purchase of inventories and fixed assets and the sale of goods
and services. During the course of our audit, we have not observed any
major weakness in such internal control system.
(v) According to the information and explanations given to us, during
the year, the particulars of contracts / arrangements referred to in
section 301 of the Act have been entered in the register required to be
maintained under that section. For this purpose, the Company has taken
the view that the transactions which are subjected to the provisions of
section 299(6) of the Act are not required to be entered in this
register. There are no transactions in excess of Rs.5 lacs in respect
of any party, listed in the register maintained under section 301 of
the Companies Act, 1956, during the year.
(vi) In our opinion, after considering the information and explanations
given to us that the Order dated September 10, 1998 of the Company Law
Board issued under Section 58A(9) of the Companies Act, 1956 (the Act)
is an integral part of SORA, the Company has complied with the
directives issued by the Reserve Bank of India and the provisions of
section 58A and section 58 AA of the Act and the Companies (Acceptance
of Deposits) Rules, 1975 with regard to the deposits accepted from the
public.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the management
have been commensurate with the size of the Company and the nature of
its 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)(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, however,
not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
(ix) According to the information and explanations given to us and the
records of the Company examined by us in respect of statutory dues and
after considering SORA, pursuant to which certain past dues have been
rescheduled for payment:
(a) The Company has been regular in depositing undisputed dues,
including provident fund, investor education and protection fund,
employees state insurance, income-tax, sales tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues
applicable to it and generally been regular in depositing dues in case
of tax deducted at source with the appropriate authorities. There were
no undisputed statutory dues outstanding for a period of more than six
months from the date they become payable as at the year end.
(b) Details of dues of customs duty, income-tax and service tax matters
which have not been deposited as on March 31, 2011 by the Company on
account of disputes are given below:
Name of Nature of Forum where Total Amount Period to
the the dues pending Amount paid under which the
Statute involved* protest amount
(Rs. Lacs> (Rs. Lacs) relates
Customs Customs Commissioner of 12.55 - 1988-89
Act Duty Customs (Appeals)
Income Income- Commissioner of 36.24 36.24 Assessment
Ta x Act, tax Income Tax year
1961 (Appeals) 2002-03
Commissioner 4.98 4.98 2007-08
of Income Tax
(Appeals>
Finance Sales tax Customs Excise and 4.84 - 2006-07
Act, Service Tax
Appeallate Tribunal
*amount as per demand orders including interest and penalty wherever
indicated in the demand.
For the above purposes, statutory dues payable in India have been
considered. Further, the demands raised and already set off by the
Income- tax Authorities against the carried forward losses of the
Company or the refunds due to the Company, being no longer due for
payment, have not been considered.
The following matters which have been excluded from the table have been
decided in favour of the Company, although the concerned regulatory
authority has preferred appeal at a higher level:
Name of Nature of Forum where Amount Period to
the the dues pending (Rs. in lacs) which the
Statute amount
relates
Income- Income- Delhi High Court 510.44 Assessment
Act, 1961 tax Years
1980-81
to 1990-91
We have been further informed that there are no dues in respect of
sales tax, wealth tax, excise duty and cess which have not been
deposited
on account of any dispute.
(x) According to the information and explanations given to us and after
considering SORA, the Company has not defaulted in repayment of
dues to financial institutions, debenture holders and bank.
(xi) As the Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities, paragraph 4(xii) of the Order is not applicable.
(xii) According to the information and explanations given to us, the
Company has not given any guarantees during the year for loans taken
by others from banks or financial institutions.
(xiii) In our opinion and according to the information and explanations
given to us, the term loans taken during the year have been applied
for the purposes for which they were obtained.
(xiv) In our opinion and according to the information and explanations
given to us and on an overall examination of the balance sheet, we
report that funds raised on short term basis have not been used for
long term investments.
(xv) The Company has not made any preferential allotment of shares
during the year.
(xvi) The Company has not issued any debentures during the year.
(xvii) The Company has not raised money by way of public issue
during the year.
(xviii) To the best of our knowledge and according to the
information and explanations given to us by the management,
no fraud by the Company and no fraud on the Company has been
noticed or reported during the year.
For A. F. Ferguson & Co.
Chartered Accountants
(Registration No. 112066W)
Jaideep Bhargava
Place :New Delhi Partner
Dated :May 25, 2011 (Membership No. : 090295)
Mar 31, 2010
1. We have audited the attached balance sheet of DCM Limited ("the
Company") as at March 31, 2010, the profit and loss account and the
cash flow statement of the Company for the year ended on that date,
both 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 the 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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the 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 (CARO)
issued by the Central Government of India in terms of section 227(4A)
of the Companies Act, 1956, we give 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 it appears from our examination of
those books;
iii) the balance sheet, the profit and loss account and the cash flow
statement dealt with by this report are in agreement with the books of
account;
iv) 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.
except that disclosures in terms of Accounting Standard (AS)-27
"Financial Reporting of Interest in Joint Ventures" for the reasons
stated in note 17 of Schedule 13 have been made on the basis of last
available financial statements of joint venture for the year ended
March 31, 2009;
v) attention is invited to note 3 of Schedule 13 which explains in
detail the position of the "Scheme of Restructuring and Arrangement"
(SORA), sanctioned by the High Court of Delhi and the status of its
implementation. The SORA provides that it is required to be implemented
as a whole and in totality. The effect of the financial and business
restructuring, as envisaged in the above Scheme, has already been
considered in preparing the accounts by the Company during the previous
years except for the sale of rights in the Companys land development
project, which, as per SORA, is subject to certain definitive
agreements. Although the Company has entered into the definitive
agreements during the previous years, one of such agreements, viz.,
"leasehold definitive agreement" has not become effective pending
compliance with certain conditions contained therein and therefore, the
corresponding transaction has not been effected in the accounts. The
management has confirmed to us that the conditions contained in the
"leasehold definitive agreement" would be complied and would not result
in to any adverse impact on the financials of the Company or on the
successful implementation of the SORA;
vi) various issues arisen/arising out of the reorganisation arrangement
will be settled and accounted for as and when the liabilities!benefits
are finally determined as stated in note 12 of schedule 13. The effect
of these on the accounts is not ascertainable at this stage;
The matters referred to in paragraphs 4 (iv) and (vi) to the extent
covered here above were also subject matter of qualification in our
audit report on the financial statements for the year ended March 31,
2009.
Subject to the foregoing and our comments in para 4(iv) above, in our
opinion and to the best of our information and according to the
explanations given to us, the said accounts 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 March 31, 2010;
b) in the case of the profit and loss account, of the profit of the
Company 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.
5. On the basis of written representations received from the directots
and taken on record by the Board of Directors and after considering the
facts stated in note 3.4 of Schedule 13 that in terms of the SORA, in
case of delays in the scheduled inflow of funds, the debt settlement
envisages linkage to funds inflow from the concerned assets and
therefore, to that extent thete will be differences in the time periods
for repayment of debts and the scheduled terms of repayments as per
SORA, and having regard to the legal advice taken in the matter, we
teport that none of the directots is disqualified as on March 31, 2010
from being appointed as a director in terms of section 274(l)(g) of the
Companies Act, 1956.
ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our
report of even date)
Having regard to the nature of the Companys business / activities /
result, clauses (x), (xiii) and (xiv) of CARO are not applicable.
(i) In respect of its fixed assets:
(a) The Company has maintained ptoper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) As explained to us, the Company has a programme of physically
verifying all its fixed assets over a period of three years, which in
our opinion is reasonable having regard to the size of the Company and
the nature of its fixed assets. In accordance with this programme, some
of the fixed assets wete physically verified by the management during
the year. The discrepancies noticed on such verification between the
physical balances and the fixed assets records were not material and
have been properly dealt with in the books of account.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(ii) In respect of its inventory:
(a) As explained to us, the inventories were physically verified during
the year by the management at reasonable intervals. However, in respect
of certain raw materials, the inventories were verified by the
management on a visual estimation which has been relied upon by us.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained ptoper records of its
inventories. The discrepancies noticed on physical verification of
inventories as compared to book records were not material and have been
properly dealt with in the books of account.
(iii) 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, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to the purchase of inventories and fixed assets and the sale of goods
and services. During the course of our audit, we have not observed any
major weakness in such internal control system.
(v) According to the information and explanations given to us, during
the year, the particulars of contracts / arrangements referred to in
section 301 of the Act have been entered in the register required to be
maintained under that section. For this purpose, the Company has taken
the view that the transactions which are subjected to the provisions of
section 299(6) of the Act are not required to be entered in this
register. There are no transactions in excess of Rs.5 lacs in respect
of any party, listed in the register maintained under section 301 of
the Companies Act, 1956, during the year.
(vi) In our opinion, after considering the information and explanations
given to us that the Order dated September 10, 1998 of the Company Law
Board issued under Section 58A(9) of the Companies Act, 1956 (the Act)
is an integral part of the Scheme of Restructuring and Arrangement
(SORA) sanctioned by the Delhi High Court vide its Order dated October
29, 2003, the Company has complied with the directives issued by the
Reserve Bank of India and the provisions of section 58A and section 58
AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975
with regard to the deposits accepted ftom the public.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the management
have been commensurate with die size of the Company and the nature of
its 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 )(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, however,
not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
(ix) According to the information and explanations given to us and the
records of the Company examined by us in respect of statutory dues and
after considering the Scheme of Restructuring and Arrangement
sanctioned by
the Delhi High Court vide its Order dated October 29, 2003, pursuant to
which certain past dues have been rescheduled for payment:
(a) The Company has been regular in depositing undisputed dues,
including provident fund, investor education and protection fund,
employees state insurance, income-tax, sales tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues
applicable to it and generally been regular in depositing dues in case
of tax deducted at source with the appropriate authorities. There were
no undisputed statutory dues outstanding for a period of more than six
months from the date they become payable as at the year end.
(b) Details of dues of excise duty, customs duty, income-tax and sales
tax matters which have not been deposited as on March 31, 2010 by the
Company on account of disputes are given below:
Name of Nature of Forum where Total Amount Period to
the the dues pending Amount paid under which the
Statute involved* protest amount
(Rs. Lacs) (Rs. Lacs) relates
Customs Customs Commissioner of 12.55 - 1988-89
Act Duty Customs (Appeals)
Income Income- Commissioner of 59.04 59.04 Assessment
Tax Act, tax Income Tax year
1961 (Appeals) 2002-03
2006-07
2007-08
Sales Tax Sales tax Deputy Commissioner22.24 3.98 1998-99
Laws of Commercial Taxes
(Appeals)
Haryana Tax
Tribunal 13.17 13.17 2000-01
Joint Commissioner 13.72 13.72 2003-04
Excise and Taxation
(appeals)
"amount as per demand orders including interest and penalty wherever
indicated in the demand.
For the above purposes, statutory dues payable in India have been
considered. Further, the demands taised and already set offby the
Income- tax Authorities against the carried forward losses of the
Company or the refunds due to the Company, being no longer due for
payment, have not been considered.
The following matters which have been excluded from the table, have
been decided in favour of the Company, although the concerned
regulatory authority has preferred appeal at a higher level:
Name of Nature of Forum where Amount Period to
the the dues pending (Rs. in lacs) which the
Statute amount
relates
Income- Income- Delhi High Court 595.27 Assessment
Act, 1961 tax Years
1980-81
to 1990-91
Income Tax Income- Appellate Tribunal 97.41 Assessment
Act, 1961 tax Year
2000-01
We have been further informed that there are no dues in respect of
wealth tax, service tax, excise duty and cess which have not been
deposited on account of any dispute.
(xi) According to the information and explanations given to us, the
Company, in view of the non fulfillment /compliance of the conditions
as per the terms of SORA by financial institutions, had filed an
application under Section 392(1) of the Companies Act, 1956 in the
Delhi High Court, requesting for a revision of the schedule of
repayment, to the extent the implementation of the SORA is delayed due
to non fulfilment of conditions by financial institutions as detailed
in Note 3.4 of Schedule 13. In view of the above, certain amounts, as
envisaged in SORA comprising Rs. 126.29 lacs due since January 2, 2005,
Rs. 38.89 lacs due since January 2, 2006, Rs. 59.93 lacs due since
January 2, 2007, Rs. 8.04 lacs due since January 2, 2008 and Rs.
870.79 lacs due since January 2, 2009 and Rs. 337.13 lacs due since
January 2, 2010 to non-convertible portion of 16% Secured Partly
Convertible debenture holders are pending for payments.
In respect of 19.5% Secured Non Convertible Debentures aggregating Rs.
186.89 lacs (including interest Rs.34.36 lacs), an amount equivalent
thereto has been deposited in a No lien account/ fixed deposit
account pledged with a scheduled bank which is a trustee for these
debenture holders under the debenture trust deed.
According to the records of the Company examined by us and the
information and explanations given to us, the Company, during the year
has not defaulted in the repayment of dues to the bank.
(xii) As the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities, paragraph 4(xii) of the Order is not applicable.
(xv) According to the information and explanations given to us, the
Company has not given any guarantees during the year for loans taken by
others from banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the term loans taken during the year have been applied for
the purposes for which they were obtained.
(xvii) In our opinion and according to the information and explanations
given to us and on an overall examination of the balance sheet, we
report that funds raised on short term basis have not been used fot
long term investments.
(xviii) The Company has not made any preferential allotment of shares
during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised money by way of public issue during the
year.
(xxi) To the best of our knowledge and according to the information and
explanations given to us by the management, no fraud by the Company and
no fraud on the Company has been noticed or reported during the year.
For A. F. Ferguson & Co.
Charteted Accountants
(Registration No. 112066W)
Manjula Banerji
Partner
(Membership No. : 086423)
Place : New Delhi
Dated : May 28, 2010