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Bombay Dyeing and Manufacturing Company Ltd.

BSE: 500020 | NSE: BOMDYEING |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE032A01023 | SECTOR: Textiles - Processing

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Nov 27, 16:00
71.00 -0.35 (-0.49%)
Volume
AVERAGE VOLUME
5-Day
324,164
10-Day
353,606
30-Day
176,928
206,704
  • Prev. Close

    71.35

  • Open Price

    71.90

  • Bid Price (Qty.)

    70.80 (1064)

  • Offer Price (Qty.)

    71.00 (178)

NSE Live

Nov 27, 15:59
71.00 -0.35 (-0.49%)
Volume
AVERAGE VOLUME
5-Day
4,191,935
10-Day
3,520,490
30-Day
1,852,446
1,846,371
  • Prev. Close

    71.35

  • Open Price

    71.30

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    71.00 (6791)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Auditor's Report

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘financial statements’).

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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 as amended and other accounting principles generally accepted in India.

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 standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the 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, 2018 and its financial performance including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financial statements:

i. Note 49 to the standalone financial statements regarding agreements to sell certain apartments in the proposed residential towers being constructed at Island City Centre to SCAL Services Limited, in terms of various MOUs entered between the companies till March 2018. The Company has during the year recognised net revenues of INR 445.58 crore (2016-17 INR 209.49 crore) and resultant profit before tax of INR 257.04 crore (2016-17 INR 223.26 crore) on sale of said apartments to SCAL.

ii. Note 52 (b) to the standalone financial statements regarding the remuneration paid to the Managing Director for the year ended March 31, 2017 in excess of the limits prescribed under section 197 read with Schedule V of the Act by INR 4.29 crore. The Company has received an approval from the Central Government dated June 21, 2017, for payment of remuneration amounting to INR 2.12 crore only. The Company has made a fresh application to the Central Government with a request to reconsider the amount approved, which is pending.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in the paragraph 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 (including other comprehensive income), 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 financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act, read with relevant rules issued thereunder.

e) on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to financial statements.

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 financial statements - Refer Note 44 to the standalone financial statements.

ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts requiring provision under the applicable law or accounting standards.

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

Annexure A to the Independent Auditor’s Report

Referred to in paragraph 1 ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditors’ Report to the members of THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED on the Standalone financial statements for the year ended March 31, 2018.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order, 2016:

i) a) The Company has maintained records showing full particulars, including quantitative details and situation of fixed assets. The records of certain assets need to be assimilated to make identification possible.

b) The Company has a program for physical verification of fixed assets in a phased manner. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

c) According to the information and explanations given to us and based on the documents and records produced before us, the title deeds of immovable properties are held in the name of the Company.

ii) The Management has conducted physical verification of inventory (excluding stocks lying with third parties) at reasonable intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between physical stock and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

iii) The Company has granted unsecured loans and an interest free shareholders’ deposit to a jointly controlled entity covered in the register maintained under section 189 of the Companies Act.

(a) The terms and conditions of the grant of such loans are not prima facie prejudicial to the Company’s interest;

(b) The principal amount of the loans and shareholder’s deposit and interest thereon have not been repaid as due and the Company has made adequate provision against the same.

(c) The loans and shareholder’s deposit and interest aggregating to INR 151.93 crore are overdue for more than ninety days. The Company is taking strategic steps to mitigate any further losses from the joint venture and has made adequate provision against the same.

iv) The Company has obtained a legal opinion that it can avail the exemption provided in section 186 (11) of the Companies Act, 2013 and that by virtue of such exemption the provisions of section 186 (2) of the Companies Act 2013 are not applicable to the Company. Based on the legal opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to grant of loans, investments made, guarantees given and securities provided.

v) In our opinion and according to the information and explanations given to us, the Company has complied with directives issued by Reserve Bank of India and the provision of section 73 to 76, or any other relevant provisions of the Act and The Companies (Acceptance and Deposits) Rules, 2014, as amended, with regard to deposit accepted from the public. According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vi) We have broadly reviewed the books of accounts and records maintained by the Company in respect of manufacture of products covered under the Rules made by the Central Government for maintenance of cost records, under section 148 (1) of the Companies Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues, including dues pertaining to provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities, wherever applicable and there are no such outstanding dues as at March 31, 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 and the records of the Company examined by us, dues of income tax, sales tax, service tax, customs duty and excise duty not deposited on account of dispute are as follows:

No.

Name of the statute

Nature of dues

Amount (INR in crore)

Period to which the amount relates

Forum where dispute is pending

1

Sales Tax and Value

Sales tax

0.09

1999-2000

Deputy Commissioner Appeal - II

Added Tax

MVAT

0.38

2009-10

Maharashtra Sales Tax Tribunal

CST

19.41

2008-09

Joint Commissioner of Sales tax (Appeals), Mumbai

CST

1.80

2009-10

Maharashtra Sales Tax Tribunal

CST

1.52

2009-10

Assistant Commissioner of sales tax, New Delhi

CST

2.74

2011-12

Assistant Commissioner of sales tax, New Delhi

CST

0.50

2012-13

Joint Commissioner of Sales Tax (Appeals), Mumbai

CST

2.97

2012-13

Joint Commissioner of Sales Tax (Appeals), New Delhi

CST

0.16

2013-14

Joint Commissioner of Sales Tax (Appeals), Kerala

CST

1.56

2013-14

Joint Commissioner of Sales Tax (Appeals), Mumbai

CST

0.14

2014-15

Joint Commissioner of Sales Tax (Appeals), West Bengal

2

Income Tax Act, 1961

Income tax

0.05

2009-10

Income Tax Appellate Tribunal

Income tax

0.36

2010-11

Income Tax Appellate Tribunal

Income tax

0.09

2011-12

Income Tax Appellate Tribunal

Income tax

0.13

2012-13

Commissioner of Income-tax (Appeals)

Income tax

18.09

2013-14

Commissioner of Income-tax (Appeals)

Income tax

1.10

2014-15

Commissioner of Income-tax (Appeals)

Income tax

25.44

2014-15

Commissioner of Income-tax (Appeals)

3

The Customs Act, 1962

Interest on

0.95

1995-2012

Commissioners of Customs (Appeals), Mumbai

customs duty

4

The Central Excise Act,

Excise Duty

0.16

1989-90 to

Commissioners of Central Excise (Appeals), Mumbai

1944

1995-96

Excise Duty

0.62

1995-96 to

Deputy Commissioner of Central Excise

1996-97

Excise Duty

0.03

1997-1998

Deputy Commissioner of Central Excise

Service Tax

0.76

2003-04 to

Commissioner of Service Tax, Mumbai Tribunal

2005-06

Interest on

0.20

2002-2006

Bombay High Court

excise duty

5

Municipal Corporation

Octroi

2.16

2007-2008

Deputy Assessor & Collector (Octroi)

of Greater Mumbai

Octroi Rules, 1965

viii) According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of loans or borrowings to financial institutions or banks. There were no loans or borrowings taken from the government during the year. The Company has not issued any debentures.

ix) The Company has not raised moneys either by way of initial public offer or further public offer (including debt instruments). The monies raised by way of term loans were applied for the purposes for which those were raised.

x) Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud by the Company or fraud on the Company by its officers or employee has been noticed or reported during the year.

xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

The remuneration paid to the Managing Director during the year March 31, 2017 was in excess of the limits prescribed under Section 197 of the Companies Act by INR 4.29 crore. The Company has received an approval from the Central Government dated June 21, 2017, for payment of remuneration amounting to INR 2.12 crore only. The Company has made a fresh application to the Central Government with a request to reconsider the amount approved. Pending such representation, no adjustments have been made in the accounts for the year ended March 31, 2017 and the excess amount is held by the Managing Director in trust for the Company.

xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, the provision of clause 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on the documents and records produced before us, the 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 the documents and records produced before us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable.

xv) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, the provision of clause 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 and hence the provision of clause 3(xvi) of the Order is not applicable.

Annexure B to the Independent Auditor’s Report

Referred to in paragraph 2 (f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditor’s Report to the members of THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED on the Standalone financial statements for the year ended March 31, 2018.

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

We have audited the internal financial controls with reference to financial statements of THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controls 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 issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls 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 auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls With Reference to Financial Statements

A Company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial controls 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 authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s 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 controls 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, to the best of our information and according to the explanations given to us, 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 March 31, 2018, based on the internal controls 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 issued by the Institute of Chartered Accountants of India.

For KALYANIWALLA & MISTRY LLP

Chartered Accountants

Firm Registration No. 104607W/W100166

Anil A. Kulkarni

Partner

M. No.: 047576

Mumbai: May 14, 2018