such systems were adequate and operating effectively v...

25
DPI PRODUCTS AND SERVICES LIMITED 9,Wallace Street, Fort, Mumbai-400001 Tel-22079351 CIN- U845100M1-11962PLC012345 DIRECTORS' REPORT Your Directors have pleasure in presenting their Report and the Audited Accounts for the year ended 31st March 2015 PROFIT & LOSS ACCOUNT SUMMARY: 2014 - 15 2013-14 Gross Income (Rs in Lacs) 2.44 (Rs in Lacs) 2.83 Gross Operating Profit / (Loss) before Depreciation (1 66) 1.12 Less Depreciation 0.68 0.82 Net )perating Profi / (Loss) before Taxes (2 34) 0.30 Less Tax on Profits for the Year 0.00 0.00 Profi: /(Loss) After Tax (2 34) 0.30 Balance brought forward from Previous Year (089) (119) Bala,ice to be carried forward (3 23) (0.89) OPERATIONS: the Company continued to carry out its Neem and Investment activity during the year In respect of Land admuasuring 54 14 acres aquired for the Neem Project, routine upkeep and maintenance of the Neem trees continued during the year. DIVIDEND: Your Directors do not recommend any Dividend for the year under review. SUBSIDIARY COMPANY: Subl'am Viniyog Pvt Ltd is a wholly owned subsidiary of the Company Pursuant to the provisions of Section 129(3) of The Companies Act,2013, a statement containing the salient features of the Financial statements of the Company's Suhsidiary.Subham Viniyog Pvt Ltd,the Accounts of which have been consolidated with that of the Com:aany, in the prescribed format AOC-1,forms part of the consolidated financial statements The statement also provides the details of performance and financial position of the subsidiary. PARTICULARS OF EMPLOYEES: The Company had no employee during the year,covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules .2014 DIRECTORS: Mr Si yam Krishnan, retires by rotation and being eligible offers himself for reappointment. Board Meetings. During the year four Board Meetings were duly convened and held and the intervening gap between any two meetings was within the period prescribed under the Companies Act,2013 Mr.Ashok Panjv;,ani and Mr S.R Patel attended all four meetings and Mr.Shyarn Krishnan attended three meetings. DIRECTORS ' RESPONSIBILITY STATEMENT: The Directors confirm that i) in the preparation of annual accounts.the applicable accounting standards have been followed along with proper explanation relating to material departures, ii) the,, had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-2015 and of the Loss of the Company for that period iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accorcance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, iv) thev had prepared the annual accounts on a going concern basis v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

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DPI PRODUCTS AND SERVICES LIMITED9,Wallace Street, Fort, Mumbai-400001

Tel-22079351 CIN- U845100M1-11962PLC012345

DIRECTORS' REPORT

Your Directors have pleasure in presenting their Report and the Audited Accounts for the year ended 31st March 2015

PROFIT & LOSS ACCOUNT SUMMARY:

2014 -15 2013-14

Gross Income(Rs in Lacs)

2.44(Rs in Lacs)

2.83

Gross Operating Profit / (Loss) before Depreciation (1 66) 1.12

Less Depreciation 0.68 0.82Net )perating Profi / (Loss) before Taxes (2 34) 0.30

Less Tax on Profits for the Year 0.00 0.00Profi: /(Loss) After Tax (2 34) 0.30

Balance brought forward from Previous Year (089) (119)Bala,ice to be carried forward (3 23) (0.89)

OPERATIONS:the Company continued to carry out its Neem and Investment activity during the year In respect of Landadmuasuring 54 14 acres aquired for the Neem Project, routine upkeep and maintenance of the Neem treescontinued during the year.

DIVIDEND:Your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY:Subl'am Viniyog Pvt Ltd is a wholly owned subsidiary of the Company Pursuant to the provisions of Section129(3) of The Companies Act,2013, a statement containing the salient features of the Financial statements of theCompany's Suhsidiary.Subham Viniyog Pvt Ltd,the Accounts of which have been consolidated with that of theCom:aany, in the prescribed format AOC-1,forms part of the consolidated financial statements The statement alsoprovides the details of performance and financial position of the subsidiary.

PARTICULARS OF EMPLOYEES:The Company had no employee during the year,covered under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules .2014

DIRECTORS:Mr Si yam Krishnan, retires by rotation and being eligible offers himself for reappointment.

Board Meetings. During the year four Board Meetings were duly convened and held and the intervening gapbetween any two meetings was within the period prescribed under the Companies Act,2013 Mr.AshokPanjv;,ani and Mr S.R Patel attended all four meetings and Mr.Shyarn Krishnan attended three meetings.

DIRECTORS ' RESPONSIBILITY STATEMENT:The Directors confirm thati) in the preparation of annual accounts.the applicable accounting standards have been followed along withproper explanation relating to material departures,

ii) the,, had selected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year 2014-2015 and of the Loss of the Company for that period

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records inaccorcance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities,

iv) thev had prepared the annual accounts on a going concern basis

v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively

AUDITORS:The Statutory Auditors, M/s BSR & Co. LLP have indicated their inability to continue as Auditors of the Company.M/s Kaushik Bhatia & Co.. Chartered Accountants, have submitted a written consent that they are eligible to holdoffice as statutory Auditors of the Company in terms of Section 139 of the Act, and they also satisfy the criteriaprovided in section 141 of the Act The Board recommends the appointment of M/s Kaushik Bhatia & Co.,Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the ensuingAnnual General Meeting till the conclusion of the next Annual General Meeting. The necessary resolution is beingpla :ed for consideration of the members at the ensuing Annual General Meeting.

AUDITORS ' QUALIFICATIONS:There were no Qualifications reservations or adverse remarks in the Auditors' Report

RELATED PARTY TRANSACTIONS:Transactions with related parties in the ordinary course of the Company' s business are detailed in Note No 18to tie Financial StatementsHo./ever, none of these transactions fall under the purview of the provisions of section 188 of the Companies Act,20'3

PARTICULARS OF LOANS , GUARANTEES AND INVESTMENTS:During the year under review . the Company did not grant any loan or provide any Guarantee as per the provisionsof Section 186 of the Companies Act 2013

RISK MANAGEMENT:Giv 'n the asset base and the portfolio of investments made by the Company, the Board is of the opinion thatthei is no risk affecting the existence of the Company

INTERNAL CONTROLS:The Board is of the opinion that there exists adequate internal controls commensurate with the size andope ations of the Company

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:Thee are no significant and material orders passed by the Regulators or Courts or Tribunals impacting thegoer j concern status and the Company's operations in future

EXTRACT OF ANNUAL RETURN:The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure A

On behalf of the Board

Mumbai, 21st May,2015

vw^-

Ashok PanjChairmanDIN-00025754

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2015

Annexure A

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management& Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN U8510OMH1962PLCO1245

ii Registration Date 7/5/1962

iii Name of the Company DPI Products & Services Limited

iv Category/Sub-category of the Company Limited Company

vAddress of the Registered office& contact details

9, Wallace Street, Fort, Mumbai 400001

vi Whether listed company No

vii Name , Address & contact details of the Registrar &

Transfer Agent, if any.N A

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL No Name & Description of main products/services NIC Code of the

Product /service

% to total turnover

of the company

1 Investments 6430 100

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

SI No Name & Address of the Company CIN/GLN HOLDING / % OF APPLICABLE

SUBSIDIARY/ SHARES SECTION

ASSOCIATE HELD

1 Subham Viniyog Private Ltd. U65990MH1987PTC042358 Subsidiary 100 2(87)

9, Wallace Street, Fort, Mumbai

2 The Bombay Burmah Trading Corporation Ltd. L99999MH1863PL0000002 Holding 100 2(46)

9, Wallace Street, Fort, Mumbai

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during theyear

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

Bodies Corporates 0 20000 20000 100 20000 20000 100 0

Total Shareholding of

Promoter ( A) 0 20000 20000 100 20000 20000 100 0

B. PUBLIC SHAREHOLDING NIL

C. Shares held by Custodian

for

GDRs & ADRs NIL

LGrand Total (A+B+C) 0 20000 20000 100 1 1 20000 20000 100 0

(ii) SHARE HOLDING OF PROMOTERS

SI No. Shareholders Name Shareholding at the Shareholding at the % change in

beginning of the year end of the year share holding

during the year

No of shares % of total shares % of shares pledged No of shares % of total shares % of shares pledged

of the company encumbered to total of the company encumbered to total

shares shares

Tie Bombay Burmah Trad•ng Corporahcn, unuted 20.300 100 0 20,300 00 0

Total 20,000 100 0 20 ,000 100 0 0

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHAN(,I )

SI. No. Share holding at the beginning of the Year Cumulative Share holding during the year

No. of Shares % of total shares of the No of shares % of total

company shares of the

company

At the oeginnirg of the year 20000 ! 03 20000 100

Date wise increase/ decrease in Promoters Share hclc rg

during the year specifying the reasons for

increase/decrease ( e.g. allotment/ transfer/bonus/sweat

equity etc) NC C^-ANGc NO CHANGE

At the end of the year 20000 ]00 20003 100

(iv) Shareholding Pattern of top ten Shareholders ( other than Directors , Promoters & Holders of GDRs & ADRs) : NOT APPLICABLE

(v) Shareholding of Directors & KMP : NONE

Indebtedness of the Company including interest outstanding/accrued but not due for paymentSecured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtness at the beginning of thefinancial year

:1 Principal Amount 0 7565759 0 7565759

r, Interest due but not paid

ni) Interest accrued but not due

Total (INi+iii) 0 7565759 0 7565759

Change in Indebtedness during the

financial year

Additions 0 439976 0 439976

Pedur tion

Net Change 0 439976 0 439976

Indebtedness at the end of the financialyear

it Principal Amount 0 8005735 0 8005735,

,i) Interest due but not paid

i,i Interest accrued but not cueTotal (i+li*iii) 0 8005735. 0 8005735

VII PENALTIES/Pt1NISHMFNT/COMPOUNDING OF OFF ENCFS

Type Section oftheCompaniesAct

BriefDescription

Details ofPenalty/Punishment/Compounding

fees im posed

Authority(RD/NCLT/Court)

Appeall madeif any (givedetails)

A. COMPANY

Penalty

Punishment Nil

Compounding

B. DIRECTORS

Penalty

Punishment NilCompounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment Nil

Compounding

BSR&Co.LLPChartered Accountants

1st Floor. Lodha Excelus Telephone +91 (22) 3989 6000

Apollo Mills Compound Fax +91 (22) 3090 2511

N. M. Joshi Marg , Mahalaxmi

Murnbai - 400 01 1

India

Independent Auditor ' s Report

To the Members ofI)11 Products and Services Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of UPI Products and ServicesLimited ("the Company"), which comprise the balance sheet as at 31 March 2015, the statement of

profit and loss and the cash flow statement for the year then ended and a summary of the

significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act. 2013 ("the Act") with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance and cashflows 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 theCompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that are reasonable andprudent; an"' design, implementation and maintenance of adequate internal financial controls, thatwere 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 trueand fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Ui r responsibility is to express an opinion on these standalone financial statements based on ourau iit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report tinder the provisions of the Act and theRul es ma de tlier'ellllder.

We conducted our audit in accordance with the Standards on Auditing specified under Section14.',(10) of the Act. Those Standards require that we comply with ethical requirements and plan andpertorni the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

0 S R d Co (a pa • tnership firm with Registered Office:Registration No 13A61223) converted into t st Floor. Lodha Excelus

8 S R A Co LLP ( a Lim,ten Liability . Paringrsr p Ap.ino Mills Compound

with 1I P Registration No AAD -8181) N M Marg , Mahalaxmrwith efreCt from Octahe, 14. 2013 Minnh:^. 400 011

BSR&Co LLP

Independent Auditor 's Report (Continued)

DPI Products and Services Limited

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the standalone financial statements. I he 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, 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 financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor 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, theaforesaid standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at 31 March 2015 and its loss and itscash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act, wegive in the Annexure a statement on the matters specified in the paragraph 3 and 4 of theorder to the extent applicable.

2. As required by Section 143 (3) of the Act , we report that:

a. We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper hooks of account as required by law have been kept by theCompany 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 statementdealt with by this Report are in agreement with the books of account;

d. In our opinion , the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act , read with Rule 7 of theCompanies (Accounts) Rules, 2014;

i

1

I

I1

B S H & Co, LLP

Independent Auditor's Report (Continued)

DPI Products and Services Limited

C. On the basis of the written representations received from the directors as on

31 March 2015 taken on record by the Board of Directors, none of the directors is

disqualified as on 31 March 2015 from being appointed as a director in terms ofSection 164 (2) of the Act: andJ

aI

f. With respect to the other matters to be included in the Auditor's Report in

accordance with Rule I 1 of the Companies (Audit and Auditors) Rules. 2014, inour opinion and to the best of our information and according to the explanationsgiven to us:

i. 'l he Company does not have any pending litigations which would impactits financial position;

ii. The Company did not have any long- term contracts including derivativecontracts for which there were anv material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the

Investor Education and Protection Fund by the Company.

For B S R & Co. LLPChartered Accounlimis

Firm's Registration No: 101248248W/W- 100022

a

1J

Murnbai21 May 2015

Vijay MathurPartner

Membership No: 046476

1

BSH&Co.LLP

.1

I7I

DPI Products and Services Limited

Annexure to the Independent Auditors ' Report - 31 March 2015(Referred to in our report of even date)

(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 our opinion , this periodicity of physical verification is reasonable having

regard to the size of the Company and the nature of its assets . No material

discrepancies were noticed in respect of assets verified during the year.

ii The Company is an investment company. Accordingly it does not hold any physicalinventories. Thus paragraph 3(ii) (a), (b) and (c) of the order are not applicable.

iii The Company has not granted any loans, secured or unsecured, to companies, firms orother parties covered in the register maintained under section 189 of the Companies Act,

2013 ("the Act"). Accordingly, paragraphs 3(iii) (a) and (h) of the Order are not applicableto the Company.

iv In our opinion and according to the information and explanations given to us, there is anadequate internal control system commensurate with the size of the Company and thenature of its business with regard to purchase fixed assets. The nature of operations of theCompany does not involve purchase of inventory and sale of goods and services. In ouropinion and according to the information and explanations given to us, there is nocontinuing failure to correct major weaknesses in internal control system.

v In our opinion, and according to the information and explanations given to us, theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia under the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed there under. Accordingly, paragraph 3(v) of the Order is notapplicable to the Company.

vi The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Act for the activities carried out by the Company. Accordingly, paragraph3(vi) of the Order is not applicable to the Company.

vii (a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, amounts deducted/ accrued in thebooks of account in respect of income-tax has been regularly deposited during theyear by the Company with appropriate authorities. As explained to us, theCompany did not have any dues on account of Provident Fund, Employees' StateInsurance, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise,Value added tax, cess and any other material statutory dues.

According to the information and explanations given to us, no undisputed amountspayable in respect of Income-tax was in arrears as at 3 1 March 2015 for a periodof more than six months from the date they became payable.

BSRBCo.LLP

DPI Products and Services L imited

Annexure to the Independent Auditors' Report - 31 March 2015(Continued)

(b) According to the information and explanations given to us, there are no dues of

Income Tax, Sales tax, Wealth tax. Service tax, Duty of Customs, Duty of Excise,Value added tax and cess which have not been deposited with the appropriate

authorities on account of any dispute.

(c) According to the information and explanations given to us there are no amountswhich were required to be transferred to the Investor Education and ProtectionFund in accordance with the relevant provisions of the Act and rules there under.

viii The Company does not have any accumulated losses at the end of the financial year. TheCompany has incurred cash losse., in the financial year and has not incurred in theimmediately preceding financial year.

ix The Company did not have any outstanding dues to any f inancial institution , banks ordebenture holders during the year.

x According to the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from banks or financial institutions.

xi The Company did not have any term loans out standing during the year.

xii According to the information and explanations given to us, no fraud on or by the Companyhas been noticed or reported during the course of our audit.

For B S R & Co. LLPChartered Accountants

Firm's Registration No: 101248W/W-100022

Vijay MathurMumbai Partner21 May 2015 Membership No: 046476

1)I11 Products and Services I.irnited

Balance sheet

as at ^ I i Parch ?015

(Curren cy Indian Rupees)

Notes 31 March 2015 31 March 2014

l ( ) 1 II'l AND I I \Bit .ITIES

Shareholders' funds

Share capital

Reserves and surplus

Current liabilities

Short-t-rm borossuus

Other current liabilities

'Ii) I'A1,

ASST

Non-current assets

Fixed a. ;et,

Tangiblk assets

Non-cur ent unestments

Current assets

Cash and bank balance

Short-tetra loans and advances

T(Yf,V.

Significant accounting policies

The notes referred to above form an integral part of the financial statements.

As per our report of even date attached

I-or BSIt &('o.LI.P

Chartered Acc ountants

Firm's Re,;rstration No: 101248W/W -100022

/

Vijay Mathur

Partner

Membership No. 046.176

3

4

20.00.000

2,33,47,983

20,00.000

2-35,8 1.870

56

2,53,47 983

80,05,735

71,453

2,5 1,976

75,65.759

74,993

80,77,188 76,40,752

3,34,25,171 3,32,22,628

28,95,710 29,63,286

8 2,86,00,210 2.86,00,210

9 3,14,744 69,625

/0 16,14,507 15,89,507

19,29,251 16,59,132

3,34,25,171 3,32,22,628

2

I or and , ii (''hilt ,iI the I1,ai,1 I i::cetors of

I)PI Product s and Services I inti,' I

C'IN- U85100MH 1962PLC012345

A. Panjwani S ant Krishnan

Director Director

DIN- 00025754 DIN- 02801376

Mumbat Munthat

2 1 MAY Z015 2 1 MAY 2015 2 1 MAY Z015

I )III Products and Services Limited

Statement of Profit and lossfiur the r<<u- ended 31 Marc4h 2015

(Currency: Indian Rupees)

Note.% 1 March 2015 1 March 2014

Oiler operating income I / 2,43,720 2,82,900

43 72112 2 82 900

I Expenses

I )cpreciation 7

, ,

67,576

, ,

82,254. ^IOther expenses 12 4,10,037 1,71,103

4,77,613 2,53,357

Profit/ ( loss) before tax (2,33,893) 29,543

-Fax expense:

Current tax

Deferred tax 15

(Loss) for the year X3,88931 29,543

-1 Earnings per equity share

Basic and diluted earnings per share (Rs) 16 (11.69) 1.4ti

(Face value Rs 100 per share)

Significant accountingpolicies 2

1

The notes referred to above form an integral part of the financial statements.

As pcr our report of even date altachcd

For It SR&Co.LIT

('hart:'red A ccountants

Firm's Registration No: 101248W/W-100022

For and on behalf of the Board of Directors of

DPI Products and Services Limited

CIN- U85 I OOMI 11962PLC012345 -

Vijay Mathur A.Punjwani Shv'rnt'S. Krishnan

I'artnt r Director Director

Mernbc•rship No: 046476 DIN- 00025754 DIN- 02801376

Mumbai Mumbai Mumbai

Z I MAY 2015 2 1 MAY 2 015 .2 1 MAY 2015

DPI Products and Services Limited

lCash f1o statement

In, the near ended 3/ Alarclt 2015

(Currency: Indian Rupees)

CASH FLOW FRO\1 OPERATING A( I IN ITIFS

Net Profit! (Loss ) before tax

Ad/.cstment for:

Depreciation

Di% idend income

Operating loss before working capital changes

Adj:tstments%r changes in working, apira!

(Dc,:rease) in other current liabilities

(3,540) (2,557)

.A

Ca.;'t floss used in operating activities

Tax,-.s paid

Net cash flows used in operating activities (A)

CANH FLOW FROM INVESTING ACTIVITIES

Divi,)end received

Loa-:s giscn to subsidary companyLow, taken from holding company

l'urcrtse of fixed assets

Net rash flows from investing activities (13)

CASH FLOW FROM FINANCING kcrivi.un-'.sNet cash flow front financing activities (C)

Net increase in cash and cash equivalent

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year ( refer note 9)

(2,33,893) 29.543

67,576 82.254

(2,43,720) (2,82,900)(1,76,144) (2,00,646)

(4,111,037) (1,71,103)

(3,540) (2.557)

(4,13,577) (1,73,660)

(4,13,577) (1,73,660)

2,43,720 2,82,900

(25,000) (I.00.000)

4,39,976 61,122

- (40,000)

6,58,696 2 ,04,022

2,45,119 30,362

69,625 39,263

3,14,744 69,625

Note,

1. Thy Cash flow statement has been prepared under the indirect method as set out in Accounting Standard- 3 ('AS 3') on Cash Flow Statement prescribed in Companies (Accounting Standard) Rules, 2006.

2. Components of cash and cash equivalentsBalances with banks:

- in current accounts

Significant accounting policies 2

As per our report of even date attached

For 11SR&Co.LLPChart. -red Accountants

Firm's Registration No: 101248W/W-100022

v%1Vijay %lathur

l'artnt r

Memh,:rship No: 046476

3,14, 744

3,14,744

69.625

69,625

I or and on behalf of the Board of I )ircctors of

1)I'I Products and Services Limited

('IN- 1J85100 MI11962PL.C012345

f. Panjwani

Director

DIN- 00025754

Mumb i Mumhai

31 March 2015 31 March 2014

Sh),am S. Krishnan

Director

DIN- 02801376

Mumbai

2 1 MAY 201521 MAY 20152 1 MAY 2015

UPI Products and Services I,iniited

a

Notes to the financial statementsfirr the vein- ',h le / _i I 211urc-lr 201)

(Currency : Indian rupees)

1. Company m crvie,.w

I)I'I Prodiii and ticrvires I iiited ("the ('otnpaii ) i, it public burr tic 1 ^r nib ui

incorporated under the (onrpanics Act. 1950 ('the Act ') and a subsidiary of I lie It ;nl,,l

13urnuah I rading Corporation . Limited.

2. Signilicant A ccounting Policies

(r) Rases for/rrepurarion of Jirruncirrl stutcnrcnIs

These financial statement: have been prepared and presented tin the aL a cii h;r

accounting, and comply ^tiith the accounting standards notified under Section I o!' the

Companies Act. 2(113 read with Rule 7 of Companies (Accounts) l ulc,, 201.1 to the extent

applicable and other accounting principles generally accepted in India, to the extent

applicable.

L

(ii) Ilse of esfimate%

'I he preparation of financial statements in conformity with (icncrally Accepted Accuuming

Principles ('(iAAP') requires management to male estimates and assumptions that allect

the reported amounts of assets and liabilities and disclosure of contingent liabilities as of

the date of' financial statements, and the reported amount of revenue and expenses during

the reporting period. The estimates and assumption s used in the accompany ing financial

statements are based upon managements evaluation of the relevant facts and

circumstances as of the date of the financial statements . Actual re.,ulls may dater lion)

those estimates used in preparing the accompanying, f inancial stalcnrcnts. Any revision to

accounting estimates is recognized prospectiveh in current Mid future periods.

(iii) Current-nun-current classification

The Schedule III to the Companies Act, 2013 requires assets aid liabilities to he etassiliedeither as Current or Non-current.

a) An asset shall be classified as current when it satisfies any of the hollowing , criteria:

i) it is expected to he realized in, or is intended I,M. S;11(. or consumption in. thecompany ' s normal operating cycle:

ii) it is held primarily fir the purpose of being traded:

iii) it is expected to he realized within twelve months alter the reportintr elate: of

iv) it is Cash or cash equivalent unless it is restricted from being exchanged or

used to settle it liability for at least twelve months attcr the reportinet date.

b) All assets other than current assets shall he classified as non-current.

c) A liability shall he classified as current when it satisfies any Of tit(- hollowing criteria:

i) it is expected to he settled in the company's normal operating cycle:

ii) it is held primarily for the purpose of being traded:

iii) it is (file to be settled within twelve months ahcr the reporting. date: or

iv) the company does not have an unconditional right to defer settlenrerrl of theliability fur at least twelve months after the reporting, date.

I)i'l Products and Services Limited

Notes to the financial statements (Continued)for t he v"(11. ended 31 41(Ire/I 201 5

(tlirrcn;^: Indian rupees)

2. Significant Accounting Policies (('ontitttted)

(iii) ('parent non-rnrrc nt clu .c.cific •ution (('ontirrttc'd)

dt All liabilities oilier than current liabiliti.•s Tall the clas,,ificd current.

Operating cycle

An operating cycle is the time between the acquisition of assets and their

realization in cash or cash equivalents.

(ii) Fi.ved us,eic

(r)

Tangible assets

Fixed assets are stated at cost less accumulated depreciation amt iuy.ui;ucnt losses, it iii

The cost of fixed assets includes inward freight. duties, taxes and incidental expenses

related to acquisition and installation incurred up to the date of commissioning of the

assets.

Dc jrrec •iation and amortization

Depreciation in respect of all the assets is rro\ ide I on str,ri_ Ill 11;1,' 1: C0 od I he rrtc of

depreciation prescribed in Schedule II to the Act are considered as minimum rates.

lncv-cttuellt.c

Long. term investments are stated at cost. A provision f Or d::nii :.tram is muide to recognise

a decline, other than temporary, in the value of long rerun investments. Current

investments are stated at lower of cost and fair value. Profit or Toss on sale of investments

is determined on the basis of weighted average carrying amount of invcstnu•nts disposed

off.

(vi) /mIntirment o/ assets

l he Comtpany assesses at each balance sheet date \shether there is any indication that an

asset niay be impaired. If any such indication exists, the ( ompan\ estimate; the

recoverable amount of the asset. The recoverable amount is the L)reater of the net selling

price and value in use. In assessing value in use, the estimated future cash flows are

discounted to their present value based on an appropriate discount factor. If such

recoverable amount of the asset or the recoverable amount of the cash generating unit to

which the asset belont',s is less than its carrying amount, the earlyinz, amount is reduced to

its recoverable amount. The reduction is treated as an impairment loss and is rcetn nixed in

the statenictit of profit and loss. If at the balance sheet date there is all indication that a

previously assessed impairment loss no longer exists, the recoverable anuxutt is reassessed

and the asset is reflected at the recoverable amount subject to a nM\iniun: of depreciahle

historical cost.

:.t.

4

I)11I Produ cts (mild Services 1.11111ted

Notes to the financial statements (Continued)/i,r the year eutlecl 31 Alureh 'ul i

(Currenc; : Indian rupees)

2. Significant . accounting Policies (('o ► ) fill rrrcl)

(vii) Revcnuce recognition

Dividend income

Dividend income is accounted lot the vcar in whi,lt the rie!hl to receive the scone is

esl;ihli -bed

(viii) E'ar►► in, .c/►er share (/:PS)

ft,ie ITS and diluted 1=iti are calculated h\ dikidin,, th; net profit or less for the vcar

attributable 10 equity shareholder, by the vveit*,hted average number of' equity shares

outstanding during the year.

(h) Taxes

Income tax expense comprises ofcurrent tax (i.e. amount of tax for the period determined

in accordance with the income tax law) and deferred tax charge or credit (reflecting the tav

effect of' timing difference between the accounting income and taxable income for the

period). The deferred tax charge or credit and the corresponding, delcrred tax liability or

asset are recognised u,inln. the tax rates that have been enacted or suhstanti\ elf, enacted by

the balance sheet date. Deferred tax assets are recognised only to the extent of there is

reasonable certainty that the asset can be realised in tirture, hovNrver. where there is

unabsorbed depreciation or carried forward loss under taxation la ^as. deferred tax assets arc

recognised only if there is virtual certainty of realisation of such assets, Uefcrred tax assets

are reviewed as at each balance sheet date and written do\\ n or written up to reflect the

amount that is reasonably/virtualiv certain (as the rase nuts be) to he realised.

"- L

r1-

s;L

Provicina .s and co ►► tinr;e ► tcit's

The Cbntpany creates a provision %%hen there is present obligaritm is t result of it past

event that probably requires an outflow o1'resources and a reliable estimate can be made of

the amount of the obligation. A disclosure for a contingent liability is made vv hen there is it

possible obligation or a present obligation that ma). Nit probabl\ will not. require an

outflow of resources. When there is a possible obligation or it present obligation in respect

of which the likelihood of outflow of resources is remote, no pro\ ision or disclosure is

made. Loss contingencies arising from claims. litigation, assessment, lines. penalties. etc

are recorded lien it is probable that it liability has been incurred and the ;nnount can be

reasonable ascertained.

I)I1I P rod ucts and Services I m iitl tl

Notes to the financial statemcnls (( onfin:it r!)

rs ur i i ,1 Ln, it 21)1

urrcncs Indian I(upce')

Share capital

;I Malt It 2111' `•'.ar_h DIII I

Alit ho rised:

25 1100 (Prevu uc year 25,000) Equity Shares of Rs . 100 each 25.1111.111111

-- 25.llII,IIr(t 2>,tlll.oiliI

Issued. subscribed and paid up:

4. rr

2U,000 ( Prevtuus year 20,000 I:gwtN tihare.s of Rs IUU each 20, 011,111111

I. The reconclltation of shares our.;tamini0 ul the he;! nuung and at lire cold of the icputllnlt year.

211,1111,1(111)

"MO 0illr

2 0.1110.000

.'_0 (H1 ()()it

Particulars 31 \I:nrh?(115 tl Match )llll --1

No. of shares \nruurrl Nu sit shares Amount

Number of equity shares at the hetpnnml of tf,- year 211,1105 ?0,11l30110 :'0 1101) hl oll'00u

Add equlis hates esucd duuu1• ''i sea -

Number of equity shares at the ^-nd if tl:r veal 211,11051 .!51111.111111 10.000 `0 5!1.0011

2. The Company has a sntnle class of equity sh:ue, Accordingly . all equly ,hires t,tul, ego:dly wrh Icg :td I1( do silent , ant .hate ,n the

Company ' s residual asset ; I he equity shares arc entitled to receive dividend as declared liont unte i1( ionic I he ( onlpany dc v la,c, atrJ pass

dividend in Indian Rupees. I he voting, rights totals cgmty shareholder on a poll ( not on show Ili hand,) ate III propoltnmt to n, sh,rc ul'thr

paid-up equity capital of the eonnpans \• otirr nriUS cannot he ererciscrl In respect ul' cleric; sin c\ I l i , an, call 'u Oth.! I,resrnll,

payable have not been paid

Failure to pay any amount called up on shares nnav lead to forfeiture oohs shares

On winding up of the Company, the holders ol'equny shares will b,: entitled to receive the resrdn,rl assets of the l'unlpalq.

3 Equity shares held by Molding comp:uly and their associates

Number of \nnnloll Numhcr of Amount

equity shale, - !ins st:err:'

held held

The Bombay Burrnah I rldlni; Corlx ,raron l.rnuled M olding ('ranpany) 211,111111 21hu0,ll11n 'O 5115 '11,00,050

21)111N1! 211,1111, IN111 - - 2011(111 20,00,000

c:1.'I Equity shares in the Company held by each shareholder holding more than 5' shay is

- ,tI nl,treh 21(15- --II Mitch (t 4

Name of shareholder Ni,. of sh:Ire, i. of IlnldinC Nu sit shares ' .of Huldrng

The Bombay I(urmah Tradwl! Corporation Limited (i•ncluding nominees) 211,1)11(1 11)11 % ill 11(111 I(l)l'!;

20,111111 - -VIII'%, J 211,0() 1011'.

tt

DPI PrOlluCts and Services Limii

Notes to the financial statements (Continued,)

u at 31 :11rtr, h 'U1

(( urrcnc) Indian Rupcc,)

31 \1,11 rh 21115 ; I Match 'ill 1

4 Reserves and surplus

('ap:lal ke.cnc 1.2"'.1118 I'%Ink

tjen,'t el Rest-p' c 2,35.14.1. 2 2,35,34,172

Suiplusi (deficit) in the statement ofprolit and loss

Opening balance (89,1111) (1.18`)171

Add Net profit / (loss) alter tax for the year (2,33,893)

-

"/.543

(3,23,297) (89101)

2.33.47,983 2.35.81.876

5 Short-terra borrowings ( unsecured)

Loans repayable on &nwnd

- from The Bombay l3urmah Ti iding Cotporatiun Limited the 811,115,735 75.65,759

holding company (un;ccured)

811.115,7.35 I5,6.'/:s 9

6 Other current liahililies

Due, to Micro and Small Enterprises (refer note 13)

Dues to others 1, I' 3 74,993

I. 1s3 71.v't

r- 1 r 1 r 1 t It r

DPI Products and Services Limited

Notes to the financial statements (Continued)

as at 31 a/w-ch :01

(Currency: Indian Rupees)

7 Fixed assets

Gross block Depreciationamortisation Net block Net block

Description As at I April 2014 Additions Deductions As at 31 %larch 2015 As at I April 2u14 For the year Deletions As at 31 March 2015 As at 31 March 2015 As at 31 March

2014

Tangible assets

Freehulc Lanc 14.00.470 - 14.00.4, 14,110,470 14 ()041()

Auild:acs• 44 70.660 - 44.70.660 20.0' h44 ..7576 - 29.75,420 14.95,240

Total 58.71,130 - - 55.71.130 29,67,844 67,576 - 24.'5.420 28.95 ,710

previous v-a:

`Includes (1 1 ' shares of Ri 50 each X. Rina Park housing Socret^ ; united

(2) 10 shares of Rs 50 each in Ahhishek Co-operali,c Housing Societ\ Limited

(3) 5 shares of Rs 50 each in A-Z Industrial Premises Co-operative Society Limited

DPI Products and Servi ces Limited10

Notes to the financia l statements (Conti►► ucd)

is .I! 31 .V^lrl {t ?^^I

31 \IarcIt (11; , I \larclt '(I I 1

K Nun - current investments

OIher non -current investments (sin -(r:ulc and unquo(ed)

Inrestmcnty in egnitl ' chards

400,000 (previous year : 100,000) Equity shares of Rs.10 each fully paid of (1.1)0.0011 0,00,000

Suhham Viniyog Private Limited

950 (previous year 950) L.quit\ shares of Rs.(0 each fully paid of Bombay q)5,0 1)11 1)5,000

fiunnah Trading F:nlployecs Welfare Co Lid

ftI,')^.(hu) 10.9 5,000

Long Term (Non-truth- and quofetl)

264,000 (prey ions sear : 264,901) ( Iquit\ .Hares of Rs. 2 each fully paid of I h, 8(0,-80 . 1 1.86,780

Bombay Dyeing & Manufacturing ('o Ltd.

600 (previous year : 600) Fquity shires of Rs. 10 each fully paid of ACC I.td 1.1 8, 130 I .18, 1 30

2.45,11,2111 15.1)5 ,'. 10

+e-

2,50,00.7. 111 _'.?ih,Ul I, ' , (1

I he itoo Bate book \.1Iue ;111,) ( iiaikei \ • lllil' of qui'led non-eLlrrcnt IIl\ e' iIlkCllts and (hook \ . lh,, ; I: Itl^^t^ ,'• '^. Il ills l^'l11

Investments are as follows:

%it

Aggregate book value of quoted investment 2 , 45,05,2 10 ',•l5,05.210

Aggregate book value of unquoted investment 10,95,000 40.95.000

1r) regale market value of quoted in\ estnu nt I ,78,0 3.1711 I .;.1.8.1.91)0

d.

I)PI 1 'I'()c luC ts and SCI-vices 1,iinited

1

'I

l

Notes to the financial statements (Contin ued)

as ut.i1 AJ,otIi ?lli

31 \laich ?II15

9 (-'ash and hank balance

I March 71114

in cnrrcnt a: rnunt;, 3,1 1,7144 09,625

3.11.-'4-3 69,625

10 Short - term loans and advances

uuA',WCJ a,i1

To parties other than related parties

-Advance for expense

To related parties

x,000 ~,000

1-oan to 5uhham Viniyog Private Limited, a suhsidiary Company I(P.I ► ,507 I5,8I.507

Ih,I1,511? I5,89,507

I )I'I Products aiiii lcrvlccs 1,111111(:d

Notes to the financial statements (('t'u1imic'd)/w Ow t car rN. Q,i i I A11-51 .'(1 /

(C Irrcncl : Indi;ni Rupees)

it Marc h 2015 "I \1sic11 's;1 I

1 1 Other operating income

I in idend income 2, 13. '211 2.82.9041

2,J 3,71' .900

12 Other expenses

Rates and taxes 2,')t+,t 1I '6.128

I.Iectricit% I6,5-11 1 1 671

Legal and professional fees 22.2 15 5.1 I I

Payment to auditors ' ( Refer Now I 1)Statutory audit (?(1,5 30 1,11,530

Reimbursement of cxpcn cs 11,520 5.33t)

Repairs to buildings - 7.979

Miscellaneous expenses 551 1.322

1,111,1137 I.71.I03

[)P1 Products and Services t,in'iteILl

Notes to the financial statements (Continued)f rr the t'i'me eth/e,/ _;1 :More lr 20/ S

(Currency: III di;III rahrv•,I

13. \licro, Small and Medium 1`1111terpl-Ist's

Based on the infurntatien and records available with the nt,ula^'cntcnt , they. ate no .fuss

outstanding to micro and small enterprises covered under the Micro, Small and M^ ilium

Interprises Development Act. 2006 as at 31 March 2015 and as at 3 1 March 21) I-I.

Particulars

1'avnlent to auditors' ( excluding ser\ ice ta\)

(.r the \Cm CodedI \1m, 1' i i31 March 2015

Statutory auditIce (,I(,^3(( '0

Reimbursement ufcxpcn,c, I I'S20 ; ;0

l oiil ` _',((: O

15. Deferred lases

(,A 1'(rO

Parliculat^ 31 March 21115 ',1 March "II

On unabsorbed business I e, S2 S,5 12 Ills 1,14,

On difference in Written I ) uasit Value of fixed assets/ 73,525 8(1 5 Q

Depreciation

Iota I (\) 599,1157 11+1) I;_'

Deferred tai liahililie.

't'otal (11) -

Deferred lax assets ( net) (A) - Ili) 599,115"? IS`) I+?

^ DefelTed tax asset is recognised only to the extent of deferred tax liabilities , as Ibis anuaunt IN considcicd to

be virtually certain ofre:alisation, Fite rentaininte amount of dc (crted tax assets Its 599 . 057 is not rectlp.nued

as it is not considered to he virtualls certain of te , alisation.

16. F;arnings 1)cr share

i Particulars 31 \laicIt 211IS ,I March i'I t

Net profit / (loss) attributable to equity shareholders (233,893) I ").s I

(as per the statement of profit and loss)

Calculation of s righted average number of equity

shares for basic and diluted earnings per share

Number ofc.Iuit^ hats, at the he('nuung of the )c;u 211,11(111 '0 0(11)

Number of equity shares at the end of the year 211,111111 10 000

Wei, hteJ uocral,c numhet of egrul) hares outslandulg 2(1,111111 •'0.1100

durintt the )car

Basic and diluted earnings per egouy share of Its 100 each (11.69) 1 1$

DPI Products and Services Limited

Notes to the financial statements (Continued)for the eer ended 31 k1tirch 201

(Currency: Indian rupees)

17. Segment repor11111"

Based on guiding principles in the AS 17 - "Segment Reporting," the primary business

segment of the Company is investments. As the Company operates in a single primary

business segment. disclosure requirements arc not applicable. There is no reportable

secondary segment.

Y

ii

The 13omha\ Burma( Trading Corporation Limited

Subsidiary:

LStibliaiii Viniyog Private Limited T -.

Ilolding('ornyany:

18. Related party transactions

Related party and nature of the related party relationship where control exists, irrespectiveof whether or not there have been transactions between the related parties:

Transactions with related party have been set out as below:

Particulars 31 March 2015 31 March 2014

Loan received from holding company 439,976 61,122

Advance given to subsidiary 25,000 100,000

Outstanding payable to holding company 8,005,735 7,565,759

OutsU:ndir.., rcrcivable trotu mil-;i li:irv compan 1,609,507 1 , 584.507

19. Other information

Information with regard to other matters specified in schedule III to the Companies Act,

2013, is either nil or not applicable to the Company for the year.

As per our report of even date attached.

For I3SR &C'o.1.LP

Chartered Accountants

First's Registration No: 101248W/W-100022

v,,

For and on behalf of the Board of Directors of

DPI Products and Services Limited

CIN-U85 100MH 1962 P1,CO 12345

Vijay iMathur A.Panjwani Shyam S.Krishnan

fart ,ter I )irector Director

Membership No: 046476 I)IN-00025754 DIN-02801376

Mumbai Nlumbai Munihai

2 1 MAY 2015 :2 1 MAY 2015 .2 ► MAY 2015