We have audited the accompanying standalone financial statements of
Dalmia Bharat Limited (the Company), which comprise the balance sheet
as at March 31, 2015, the statement of profit and loss, the cash fow
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 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 of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial control,
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
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 and the Rules made
thereunder including the accounting and auditing standards and matters
which are required to be included in the audit report.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act and other applicable
authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those Standards and pronouncements 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 accounting policies used and the reasonableness of
the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
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, its profit and its cash flows for the year ended on
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015, issued
by the Central Government of India in terms of section 143(11) of the
Act (hereinafter referred to as the Order), 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
purpose of our audit.
b. In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
c. The balance sheet, the statement of profit and loss, and the cash
fow statement dealt with by this Report are in agreement with the books
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 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
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 knowledge and belief
and according to the information and explanations given to us:
i. The Company does not have any pending litigations as at March 31,
2015 which would impact its financial position in its standalone
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
iii. There has been no delay in transferring amounts required to be
transferred to the Investor Education and Protection Fund by the
Company during the year ended March 31, 2015.
Annexure referred to in paragraph 1 of ''Report on Other Legal and
Regulatory Requirements'' of the Independent Auditor''s Report to the
members of Dalmia Bharat Limited on its standalone financial statements
as of and for the year ended March 31, 2015
i. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
(b) The Company has a program of physical verification of fixed assets
that covers every item of fixed assets over a period of three years. In
our opinion, this periodicity and manner of physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such verification
undertaken during the year.
ii. The Company is in the business of rendering services, and
consequently, does not hold any inventory. Therefore the provisions of
clause 3(ii) of the said Order are not applicable to the Company.
iii. (a) The Company has granted unsecured loans, to a company covered
in the register maintained under Section 189 of the Act. Apart from
this loan, 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. The maximum balance outstanding during
the year was amounting of H50.00 crores. The year end balance of such
loan is H34.00 crores.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
(c) In respect of the aforesaid loans, the company was regular in
payment of interest. We were explained that this loan is repayable on
demand and, therefore, there are no overdue amounts at the year end.
iv. According to the Information and explanations given to us, there
seems to be adequate internal control system commensurate with the size
of the Company and the nature of its business, for the purchase of fixed
assets and sale of services. The activities of the Company does not
include purchase of inventory and sale of goods. Further, on the basis
of our examination of the books and records of the Company carried out
in accordance with the generally accepted auditing practices in India
and according to the information and explanations given to us, we have
neither come across, nor have been informed of, any instance of
continuing failure to correct major weaknesses in the aforesaid
internal control system.
v. As the Company has not accepted deposits, the directives issued by
the Reserve Bank of India and the provisions of sections 73 to 76 or
any other relevant provisions of the Companies Act and the rules framed
there under, are not applicable.
vi. The Central Government of India has not specified the maintenance of
cost records under sub-section (1) of Section 148 of the Act for any of
the products of the Company.
vii. (a) According to the information and explanations given to
us and the records of the Company examined by us, in our opinion, the
Company is generally regular in depositing undisputed statutory dues in
respect of provident fund, employees'' state insurance, income tax,
sales tax, wealth tax, service tax, customs duty, excise duty, cess and
other material statutory dues as applicable with the appropriate
authorities. Further, there were no undisputed amounts outstanding at
the year-end for a period of more than six months from the date they
(b) According to the information and explanations given to us and as
per the books and records examined by us, there are no dues in respect
of Custom Duty, Wealth Tax, Excise Duty, Sales Tax, Income Tax, Service
Tax and Cess which have not been deposited on account of any dispute.
(c) There are no amounts required to be transferred by the Company to
the Investor Education and Protection Fund in accordance with the
provisions of the Companies Act, 1956 and the rules made thereunder.
viii. The Company has no accumulated losses as at the end of the
financial year and it has not incurred any cash losses in the current
financial year and in the immediately preceding financial year.
ix. As the Company does not have any borrowings from any financial
institution or bank nor has it issued any debentures as at the balance
sheet date, the provisions of Clause 3(ix) of the Order are not
applicable to the Company.
x. The Company has not given any guarantee for loans taken by others
from bank or financial institutions, the terms and conditions whereof
are prejudicial to the interest of the Company.
xi. The Company has not raised any term loans. Accordingly, the
provisions of Clause 3(xi) of the Order are not applicable to the
xii. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For S. S. KOTHARI MEHTA & CO
Firm Registration No. 000756N
Place: New Delhi Partner
Date: May 13, 2015 Membership No: 087294