DIRECTORS' RESPONSIBILITY...

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

Tel-22079351 CIN-U845100MH1962PLC012345

DIRECTORS ' REPORT

Your Directors have pleasure in presenting their Report and the Audited Financial Statements for the year ended

31st March .2016.

PROFIT & LOSS ACCOUNT SUMMARY :2015-16 2014-15

Gross Income

(Rs, in Lacs)2.19

(Rs. in Lacs)

2.44

Gross Operating Profit I (Loss) before Depreciation 0.41 (1.66)

Less: Depreciation 0.65 0.68

Net Operating Profi / (Loss) before Taxes (0.24) (2.34)

Less: Tax on Profits for the Year 0.00 0.00

Profit / (Loss) After Tax (0.24) (2.34)

Balance brought forward from Previous Year (3.23) (0.89)

Balance to be carried forward (3.47) (3.23)

OPERATIONS:The Company continued to carry out its Neem and Investment activity during the year. In respect of Landadmeasuring 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:The accounts of Subham Viniyog Pvt.Ltd. , a wholly owned subsidiary of the Company, have been consolidatedwith that of the Company and presented separately.

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.S.R.Patel retires by rotation and being eligible offers himself for reappointment.

Mr.A.Panjwani resigned from the Board with effect from 30th March,2016.The Board places on record itsappreciation of the valuable services rendered by him during his tenure.

During the year Mr. R.A.Sui was appointed as a Director by the Board with effect from 30th March,2016 and heholds office upto the date of the forthcoming Annual General Meeting. Notice in writing has been received bythe Company from a member signifying his intention to propose the candidature of Mr. R A Sui forappointment as Director of the Company. The requisite resolution is being put up for your approval.

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.S.S.Krishnanand Mr.S.R.Patel attended all four meetings, Mr.A.Panjwani attended two meetings and Mr.R.A.Sui attended onemeeting.

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

ii) they 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 2015-2016 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

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

iv) they 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 K S Bhatia & Co. hold office till the conclusion of the ensuing Annual GeneralMeeting.The Board recommends the re-appointment of M/s. K S Bhatia & Co as Statutory Auditors of the Company. Thenecessary resolution is being placed 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 the Financial Statements.However, none of these transactions fall under the purview of the provisions of section 188 of the Companies Act..2013

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:Given the asset base and the portfolio of investments made by the Company, the Board is of the opinion thatthere 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 andoperations of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting thegoing 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.

Mumbai , 25th May,2016

On behalf of the Board

S S KrishnanChairmanDIN-02801376

Annexure A

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31 . 03.2016

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

v

Address of the Registered office

& contact details9, 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. U6599OMH1987PTC042358 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

Grand TotaI (A+B+C) 0 20000 20000 100 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

1 the Bombay Burmah Trading Corporation, Limited 20,000 100 0 20,000 100 0

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

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

51. 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

com p any

At the beginning of the year 20000 100 20000 100

Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for

increase/decrease leg

allotment/transfer/bonus/sweat equity etc) NO CHANGE NO CHANGE

At the end of the ear 20000 100 20000 100

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

(v) Shareholding of Directors & KMP : NONE

V INDEBTEDNESS

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

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtness at the beginning of the

financial year

i) Principal Amount 0 8005735 0 8005735

ii) Interest due but not paid

iii) Interest accrued but not due

Total ( i+ii+iii) 0 8005735 0 8005735

Change in Indebtedness during the

financial year

Additions 0 194960 0 194960

Reduction

Net Change 0 194960 0 194960

Indebtedness at the end of the financial

year

i) Principal Amount 0 8200695 0 8200695

ii) Interest due but not paid

iii) Interest accrued but not due

Total ( i+ii+iii) 0 8200695 0 8200695

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of

theCompanies

Act

Brief

Description

Details ofPenalty/Punishmen

t/Compounding

fees imposed

Authority( RD/NCLT/Court

)

Appeall madeif any (give

details)

A. COMPANY

Penalty

Punishment NilCompounding

B. DIRECTORS

Penalty

Punishment NilCompounding

C. OTHER OFFICERS IN DEFAULT

PenaltyPunishment Nil

Compounding

NIL

^^v So G0WW4WV W & esoCHARTERED ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF DPI PRODUCTS AND SERVICES LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of DPI Productsand Services Limited ("the Company"), which comprise the Balance Sheet as at 31stMarch, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities,selection and application of appropriate accounting policies, making judgments andestimates that are reasonable and prudent, and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.

Auditor' s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act, the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under. We conducted our auditin 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 freefrom material misstatement.

OFFICE ADDRESS : 201,Balaji Darshan, Above Hotel Shabari, Tilak Road, Santacruz (W), Mumbai-400054Tel.: 2649 3972/ 2649 2998, Mobile : 9322225270

so OWW41, & e6oCHARTERED ACCOUNTANTS

4. An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to the Company's preparation ofthe financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors, as well as evaluating theoverall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 themanner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31st March, 2016, andits loss 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 , 2016 ("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" a statement on the matters specified in the paragraph 3 and 4of the Order , to the extent applicable.

2. As required by section 143 ( 3) of the Act, we report that:a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit.b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.c) The Balance Sheet , the Statement of Profit and Loss , and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.d) In our opinion , the aforesaid standalone financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts ) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March,2016 taken on record by the Board of Directors, none of the directors is disqualified as


CA

f)

g)

R . s. g'44e & e4 .CHARTERED ACCOUNTANTS

on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) ofthe Act.With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separateReport in "Annexure B" andWith respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact itsfinancial position.

ii. The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

for K. S. Bhatia & Co.Chartered AccountantsFirm's registration number: 114520W

Kaushik S. BhatiaPartnerMembership number: 046908

Dated : 25-05-2016


CHARTERED ACCOUNTANTS

"ANNEXURE A" TO THE INDEPENDENT REPORT

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the standalone financial statements of the Companyfor the year ended March 31, 2016, we report that:

1. a) The company has maintained requisite records showing required particulars includingquantitative details and situation of its fixed assets.

b) According to the information and explanation given to us by the management of thecompany as per its programme of physical verification of fixed assets , verifies it in aphased manner over a period of three years. In our opinion, the interval of suchverification is reasonable having regard to the size of the company and the nature ofits assets . No material discrepancies were noticed on such verification.

c) According to the information and explanation given to us and on the basis of ourexamination of the records of the company, the title deeds of immovable properties areheld in the name of the company.

2. The nature of business is such that it does not require the company to have inventory.Accordingly, the paragraph 3(ii) of the said Order is not applicable.

3. The Company has not granted any loans , secured or unsecured to companies , firms,Limited Liability partnerships or other parties covered in the Register maintained undersection 189 of the Act. Accordingly, the paragraph 3 (iii) (a) to (c) of the Order is notapplicable to the Company.

4. In our opinion and according to the information and explanations given to us , the companyhas complied with the provisions of section 185 and 186 of the Companies Act, 2013 inrespect of loans, investments, guarantees , and security.

5. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the rules framed there under are not applicable to theCompany.

6. The Central Government has not prescribed the maintenance of cost records undersection (1) of section 148 of the Companies Act, 2013 for the activities carried out by thecompany. Accordingly, the paragraph 3 (vi) of the said Order is not applicable to theCompany.

7. a) According to information and explanations given to us and on the basis of ourexamination of the books of account, and records, the Company has been generallyregular in depositing undisputed statutory dues including Income-Tax, Profession tax,Cess and any other material statutory dues with the appropriate authorities.

OFFICE ADDRESS : 201,Balaji Darshan, Above Hotel Shabari, Tilak Road, Santacruz (W), Mumbai-400054

Tel.: 2649 3972/ 2649 2998, Mobile : 9322225270

R . S. aa^^ a & ,CHARTERED ACCOUNTANTS

b) According to the information and explanations given to us, no undisputed amountspayable in respect of the above were in arrears as at March 31, 2016 for a period ofmore than six months from the date they become payable.

c) According to the information and explanations given to us, there are no amounts inrespect of the statutory dues referred to above which have not been deposited with theappropriate authorities on account of any dispute as at March 31, 2016.

8. According to the information and explanation given to us, the company has not borrowedany money from financial institution or bank or government or debenture holders.Accordingly, the paragraph 3 (viii) of the said Order is not applicable to the Company.

9. The Company has not raised moneys by way of initial public / further public offer (includingdebt instruments) and term loans during the year under review. Accordingly, the paragraph3 (ix) of the said Order is not applicable to the Company.

10. According to the information and explanations given by the management, no fraud by thecompany or on the company by its officers or employees has been noticed or reportedduring the year under audit.

11. The Company has not employed any person to whom managerial remuneration ispayable during the year under review. Accordingly, the paragraph 3 (xi) of the said Orderis not applicable to the Company.

12. In our opinion and according to the information and explanations given to us, theCompany is not a Nidhi Company. Accordingly, the paragraph 3 (xii) of the said Order isnot applicable to the Company.

13. According to the information and explanations given to us and based on the examinationof the records of the Company, transactions with the related parties are in compliance withsections 177 and 188 of the Act, where applicable and details of such transactions havebeen disclosed in the financial statements as required by the applicable accountingstandards.

14. According to the information and explanations given to us and based on the examinationof the records of the Company, the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year underreview.

15. According to the information and explanations given to us and based on the examinationof the records of the Company, the Company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly , the paragraph 3(xv) of the said Order is not applicable to the Company.



16. In our opinion, the Company is not required to get registered under section 45-1A of theReserve Bank of India Act, 1934. Accordingly, the paragraph 3 (xvi) of the said Order isnot applicable to the Company.

For K. S. Bhatia & Co.Chartered Accountants(Firm's Registration No. 114520KO

Kaushik S . Bhatia

Partner

(Membership No.046908)Place : MumbaiDated : 25-05-2016


Tel.: 2649 3972/ 2649 2998, Mobile : 9322225270

5;to 51 Q -, & eof


"Annexure B" to the Independent Auditor ' s Report of even date on the StandaloneFinancial Statements of DPI Products and Services Limited

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

We have audited the internal financial controls over financial reporting of DPI Products andServices Limited ("the Company"), as of March 31, 2016 in conjunction with our audit of thestandalone 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 financialcontrols based on The Internal Control over financial reporting criteria established by thecompany considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India . These responsibilities include the design , implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business , including adherence to company ' s policies, thesafeguarding of its assets , the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records , and the timely preparation of reliable financialinformation , as required under the Companies Act, 2013.

Auditors ' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") andthe Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10)of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls,both applicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished 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 theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgement,including the assessment of the risks of material misstatement of the financial statements,


Tel.: 2649 3972/ 2649 2998, Mobile : 9322225270

z. s. ar & ^ .CHARTERED ACCOUNTANTS

whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the Company's internal financial controls system over financialreporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes those policiesand 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 permitpreparation of financial statements in accordance with generally accepted accounting principles,and that receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition, use, ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subjectto the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.


Tel.: 2649 3972/ 2649 2998, Mobile : 9322225270


Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31, 2016, based on The Internal Control over financialreporting criteria established by the company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

For K. S. Bhatia & Co.Chartered Accountants(Firm 's Registration No. 114520W)

Kaushik S. BhatiaPartner(Membership No.046908)Place: MumbaiDated: 25-05-2016


Tel.: 2649 3972/ 2649 2998, Mobile : 9322225270

DPI Products and Services Limited

Balance sheet

cis (it 31 ,lurch 2016

(Currenc\ : Indian Rupees)otes 1 March 2016 1 March 2015

EQUITY AND LIABILITIES

Shareholders' funds

Share capital 3 20,00,001) 20.011,000

Reserves and surplus 4 2,33,23,773 2.33.47M32,53,23,773 2,4,47,983

Current liabilities

Short-term horro wings 5 82,00.695 80.05.735

Other current liabilities 6 24,400 71,453

82,25 .095 80 .77.188

TO'I'\L 3,35,48,868 3,34,25, 171

ASSI: I S

N011-current assets

Fixed assets

Fangihle assets 9,11,059 8,95,710

Non-current investments R 2.86.00.210 2.86.00.210

Current assets

Cash and hank balance 9 2,55,251 3.14,744

Short-term loans and advances 11) 17,82,348 16,1 4,M

20,37,599 19.29 21 5 I

1,0 TA I, 3.35.48.868 3.34.25.171

Significant accounting policies

1 he notes referred to above Iorm an integral part of the financial statements.

As per our report of even date attached

For K. S.Bhatia & Co

Churterecl Accorlntun!s

Firm's Registration No - 1 14520W

For and on behalf of the Board of Directors of

UPI Products and Services Limited

CI\ - ['85 100\1111962PLC012345

Kaushik Bhatia R.A.Sui Shvam S Krishnan1'urtnel Director Dl rcc f or

Membership No: 046908 DIN - 07060026 DIN - 02801 376

\1u nhai M umhaiDate ? e teD `I AY ? A I ` DM AYM AY 2016 a : ate:


Statement of Profit and loss

Jnr- the Fear ended 31 March 2016

(Currency: Indian Rupees)

Notes 31 March 2016 31 March 2015

Other operating income 11 2,18,520 2,43,720

Expenses

2,18 520 2,43.720

Depreciation 64,651 67.576Other expenses 12 1,78,079 4,10,037

2,42,730 4.77,613

Profit! ( loss) before taxTax expense:

(24 ,210) (2,33,893)

- Current tax - -- Deferred tax 15 - -

(Loss) for the year (24,210 ) (233.893)

Earnings per equity share

Basic and diluted earnings per share (Rs)

(Face value Rs 100 per share)

Significant accounting policies

16 ( 1.21) (11.69)

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


For K. S.Bhatia & Co

('bartered Accountants

Firm's Registration No : 114520W

For and on behalf of the Board of Directors of

DPI Products and Services LimitedCIN - U85100MH 1962PLC012345

Kaushik Bhatia R.A.Sui Shvam S KrishnanPartner Director Director

Membership No : 046908 DIN - 07060026 DIN -02801376

Mumbai Mumbai Mumbai

Date 2 5 MAY 2016 Date:2 5 MAY 2016 Date2 5 MAY 2016


Cash flow statementfor the t'eur ended 31 1 f arelr 2016

(CnrrCnc% : Indian Rupees)

31 March 2016 31 March 2015

C'ASII FLOW FROM OPER %TI\G ACTIVITIES

Net Profit /(Loss) before tax (24 ,210) (2.33.893)

liljn.wmenl h'r

Depreciation 64.651 67.576

Dividend income ( 2,18,520 ) (2,43.720)

(1,53,869 ) (1,76.144)

Operating loss before working capital changes ( 1,78,079 ) (4.10.037)

.-ldjiisime#os )r ►r c•hani^es in working capital

Decrease in short-term loans and advances ( 12,841) O

(Decrease)' increase in other current liabilities (47,053) (3.540)(59.894 ) (3.540)

Cash flows (used in) operating activities (2,37,973) (•1.13,577)

Taxes paid - -

Net cash flosss ( used in) operating activities (A) (2,37,973) (4,13,577)

CASII FLOW FROM INVESTING ACTIVITIES

Dividend income 2, 18,520 2.43.720

Loans gixen to subsidarv (1,55,000 ) (25.000)

Loan taken from holding company 1,94,960 1.39.976

Purchase of I fixed assets ( 80,000) -Net cash flows from/(used in) investing activities ( B) 1,78,48 (1 6.58,696

CASII FLOW FROM FINANCING ACTIVITIESNet cash flow from financing activities (C)

Net increase /( decrease ) in cash and cash equivalent ( 59,493 ) 2.4 19Cash and cash equivalents at the beginning of the year 3 ,14,744 69.625

Cash and cash equivalents at the end of the year ( refer note 9) 2,55,251 3.1-1.744

Notes

1. The Cash tlo%% statement has been prepared under the indirect method as set out in Accounting Standard

- 3 ('AS 3') on (ash Flow Statement prescribed in Companies (Accounting Standard) Rules. 2006.

2. Components of cash and cash equivalents

Balancc' with hanks:

in rn^r^nt a^^^nint^ 2.55,251 3,14.744

Significant accountingpolicies 2


2,55,251 3.1 44

For K.S .Bhatia & Co For and on behalf of the Board of Directors ofC'hcutered.-lccuurttarrts DPI Products and Services LimitedFirm's Registration No: 11.1520W ('IN - ((85IOONMH1962PLC0123.15

Kaushik Bhatia

/'Unifier'

Membership NO 046908

\lumhai

Date: 2 5 MAY 2016

R.A.Sui Shtiam S Krishnan

Director Director

DIN - 07060026 DIN - 1)2801376

\lumhai Mumhai

Date2 5 MAY 2016 Date :2 5 MAY 2016


Notes to the financial statementsbiu- the rear ended 31 tfarch 2016

(Currency: Indian rupees)

Company overview

1)[11 Products and Services Limited ("the Company") is a public limited company

incorporated under the Companies Act. 1956 ('the Act') and a subsidiary of The Bombay

Burmah Trading Corporation. Limited.

2. Significant Accounting Policies

(i) Basis of accounting

These financial statements have been prepared and presented on the accrual basis of

accounting and comply with the Accounting Standards prescribed in the Companies

(Accounting Standards) Rules. 2006 issued by the Central Government, read with the

General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs

in respect of section 133 of the Companies Act, 2013. and the relevant provisions of the

Companies Act, 1956 ('the Act') and other accounting principles generally accepted in

India. to the extent applicable.

(ii) Use of estimates

The preparation of financial statements in conformity with Generally Accepted Accounting

Principles ('GAAP') requires management to make estimates and assumptions that affect

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 assumptions used in the accompanying financial

statements are based upon management's evaluation of the relevant facts and

circumstances as of the date of the financial statements. Actual results may differ from

those estimates used in preparing the accompanying financial statements. Any revision to

accounting estimates is recognized prospectively in current and Future periods.

(iii) Current-non-current classification

The Revised Schedule VI to the Companies Act, 1956 requires assets and liabilities to beclassified either as Current or Non-current.

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

i) it is expected to be realized in, or is intended for sale or consumption in, the

company's normal operating cycle:

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

iii) it is expected to be realized within twelve months after the reporting date: or

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

to settle a liability for at least twelve months after the reporting date.

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


Notes to the financial statements (Continued)for the t•('ur ended 31 . Icn•ch 2016

(C'urrencv : Indian rupees)

2. Significant Accounting Policies (Continued)

(vii) Revenrte recognition

Dividend income

Dividend income is accounted for the year in which the right to receive the same is

established.

(viii) Earnings per share (EPS)

Basic EPS and diluted ITS are calculated by dividing the net profit or loss for the yearattributable to equity shareholders by the weighted average number of equity sharesoutstanding during the year.

(ix) Taxes

Income tax expense comprises of current 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 tax

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

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

asset are recognised using the tax rates that have been enacted or substantively 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 future, however, where there is

unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are

recognised only if there is virtual certainty of realisation of such assets. Deferred tax assets

are reviewed as at each balance sheet date and written down or written up to reflect the

amount that is reasonably/virtually certain (as the case may be) to be realised.

(.v) Provisions cntd contingencies

The Company creates a provision when there is present obligation as a result of a past

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

the amount of the obligation. A disclosure for a contingent liability is made when there is a

possible obligation or a present obligation that may, but probably will not, require an

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

of which the likelihood of outflow of resources is remote. no provision or disclosure is

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

are recorded when it is probable that a liability has been incurred and the amount can bereasonable ascertained.

1PI Products and Services Limited

Notes to the financial statements (Continued)

as ul 31 :11orrlt 21116

ICurrencs Indian kupeesl

3 Share capital

\uthorised:2i 001) (Previous seal -";J)0()) I.quity Shares ofks 11)0 each

31 March 2016 3 1 (larch 201i

25,00,0011 2 5,00.000

25,00,1100 25.00,000

Issued, subscribed and paid tip:

20,01)(1 (Previous year 20,00))) Equity Shares of Rs 101) each 20,00,000 20.00.000

20,011,000 20 ,00.000

Notes:

I he reconciliation of shares outstanding at the beginning and at the end of the reporting \ear

I':uliculars 31 March 21)16 31 March 2015

No. of shares amount No of shares Amount

Number ofequn shares at the beginning of the Near 2)1,000 20.00,000 20.000 20.00.000

Add equip shares issued during the year - - - -

Number of equity shares at the end of the \ ear 2)1.000 2)1.011,000 '0.1100 20.00.000

2 I lie Cornpam has it single class of cquits shares According) . all equity shares rank equally with regard to dividends and share in the Company "s

residual assets I he equity shares are entitled to receive dividend as declared front time to time The Company declares and pays dividend in Indian

Rupees The \ oting rights of an equity shareholder on a poll I not on show of hands I are in proportion to its share of the paid-up equrly capital of the

company Voting rights cannot he exercised in respect of shares on which any call or other sums presently' payable h.t%e not been paid

Fodure to pay any amount called up on shares may lead to fbrteiture o1the shares

On %\ Inkling up of the Company, the holders of equity shares will he entitled to receive the residual assets of the Company

Equity shares held by Iloldimg, cornpaI1 and their associates

incN:of shareholder

The [lomhav Bunnah Frading Corporation Limited (Holding Company)

Nuniher of A mount Number of Amountequity shares equity shares

held held

20.000 211,00,0110 20.000 2100.000

20,000 20,00,0011 20,000 20.00.000

4 Equity shares in the Company held by each shareholder holding more than 5% shares

31 March 2016 31 March 201 5Nance of shareholder No. of shares % of llolding No of shares °ro of BoldingThe Bombay Burmah trading Corporation Limited (including nominees) 2)1,0)10 100% 20,000 100%

20,0110 1 011%r 2().00(1 100%



as at 41 1 larch 2010

(Cairene Indian Rupees)

4 Reserves and surplus

Capital Resent

(icncral Reu•nc

Surplusr (deficit) in the statement ol'protit and loss

)pen mg balance

.Add Net profit / ( loss) atier tax for the y ear

31 March 2(116

1.27,108

2,35,44,172

(3.23.297)

(24 ,210)

31 March 2111

1.27.108

35.4 .I 2_

(89.404)

(2.33.893)(3,47,507) 13.23,297)

2,33,23,773 2.33.47.983

5 Short - terns borrowings (unsecured)

Loans repayable on demand

- from The Hombav Burmah Trading Corporation Limited. the holding 82,00,695 80 .05.735eotnpan\ )unsecured)

82,011,695 8 0,05.7 35

6 Other current liabilities

Dues to Micro and Small linterprises (refer note 13)

I )ues to others 24,401) 71,453

24,400 71.453


Notes to the financial statements (Continuer!)

as at 3 l 11(11-t h 20 / h

(('urrencv Indian Rupees)

7 Fixed assets

Gross block Depreciation/amortisation set block Net block

Description is at I April 2015 Additions Deductions As at 31 March 2016 As at I April 2915 For the rear Deletions As at 31 March 2016 As at 31 March 2(116 As at 31 March

2015

I anl2ible assets

I-reehold Lind 14,00,470 80,000 - 14,8(1,470 14,80,470 14.00470

Build nss* 44 70 660 - - 7(144 660 29 75 420 65164 30 40 071 14 3(1 589. , , , . . . . , . 1495,240

I otal 58.71,130 80, 0110 - 59,51,130 29,75,420 64,651 - 30,40,071 29,11.059 28.95.710

Pre%Ions ^ear 58,71,130 - - 58.71,130 29,07,844 67.576 - 29,75420 28,95.710

*Includes ( 1 ) I S shares of Rs 50 each in Rina Park Co-operative I lousing Societ Limited

(2) 10 shares of Rs 50 each in Ahhishck Co-operative Housing Society Limited

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

[)PI Products and Services Limited


as u! 3 / :11urch 21116

31 March 2016 .11 March 2015

8 Non - current investmentsOther non-current investments ( Non-trade and unquoted)

Inve .siments in equilr shares

400.000 (previous year : 400.000) Equity shares of Rs.10 each fully paid of 40,00 ,000 10,00,0110Suhham Vinivoe Private Limited

950 (previous year : 950) l quity shares of Rs.10 each fully paid of Bombay 95,000 95.000Burmah Trading Employees Welfare Co Ltd

40,95 ,000 411.95.(100

Long Tenn (:ion-trade and quoted)

261.90(1 (previous year : 264.90(1) Equity shares of Rs. 2 each fully paid of The 2.43,86 .780 2.43.86.780Boniha\ I )y eing & Manufacturing Co Ltd.

60)) (prey ious sear . 600) Equity shares of Rs. 10 each fully paid of ACC Ltd 1,18,430 1.18.430

2,45,05 ,210 2.45.05.210

2,86.00,210 2.86.00.210

I he agcregate hook s aloe and market value of quoted non-current investments and hook value of unquoted non-currentinsCSUnents are as fhllosss.

Aggregate hook value of quoted investment 2,45,05,210 2.45.05, 10Aggregate hook value of unquoted investment 40,95,000 -10.95.110(1Aggregate market value of quoted investment 1,34,24,175 1.78.63. 170

I)PI Products and Services Limited


czc tit 31 :1/urch ?1116

31 March 2016 31 March 2015

9 Cash and bank balance

Ralancc, ^v ith hanks:

- In current iCC0Unt\ 2.55.251 3.1.1.7-14

2,55,251 3.14.744

10 Short- terns loans anti advancesllu cicurec( U/IC1 caIs/Clerrrl , oodl

To parties other than related parties

Adx ance for expense 5.000 5.011()

Prepaid Expenses 12,841

To related parties

Loan to Suhham Vinivo,LI Private Limited. a suhsidiarx (ompam 17,64,507 16.09.51)7

17,82,348 16.14.507



/Or lhc Iva- cruled 31 11crrch 2016

(Currency: Indian Rupees)

31 March 2016 31 March 2015

11 Other operating income

Dividend intone 2,18.520 2,43.720

2,18,52 0 2.43,720

12 Other expenses

Rates and taxes 1,03,886 2,98,641Llectricit% 17,010 16.544Legal and professional fees 11,429 22,248Payment to auditors' (Refer Note 14)

- Statutory audit 22,900 60,530- Reimbursement of expenses 5,267 11.520

Repairs to buildings 16,000 -Miscellaneous expenses 1,587 554

1,78,079 4,10.037


Notes to the financial statements (Continued)Jar the i ear ended 31 ;1 larch 201


13. Micro, Small and Medium Enterprises

Based on the information and records available with the management, there are no duesoutstanding to micro and small enterprises covered under the Micro. Small and MediumEnterprises Development Act, 2006 as at 31 March 2016 and as at 31 March 2015.

14. Payment to auditors ' (excluding service tax)

Particulars For the year ended31 March 2016

For the car ended31 March 2015

Statutory audit fee 22,900 60.530

Reimhursemcnt of cypenses - 11.520

'total 22,900 72.05))

15. Deferred taxes

Particulars 31 March 2016 31 March 2015Deferred Tax AssetsOil unabsorbed business losses 5,69,636 525.532On difference in Written Down Value of fixed assets/ 15,279 73.525Depreciation

Total (A) 58 4,915 599.057Deferred tax liabilities - -

Total (B) -

Deferred tax assets ( net) (A) - ( B) 584,915 599,057

Deferred tax asset is recognised only to the extent of deferred tax liabilities, as this amount is considered tohe virtual( certain of realisation. The remaining amount of deferred tax assets Rs,5.84.915 is notrecognised as it is not considered to he virtually certain of realisation.

16. Earnings per share

Particulars 31 March 2016 31 !March 2(115

Net profit / (loss) attributable to equity shareholders ( 24,210 ) (233.893)

(as per the statement of profit and loss)

Calculation of weighted average number of equityshares for basic and diluted earnings per share

Number of equity shares at the beginning of the scar 0,000 0.000

Number of equity shares at the end of the year 20,000 20.000

Weighted average number of equity shares outstanding 20,000 20.000during the }car

Basic and diluted earnings per equity share of Rs 100 each (1.21) 0 1.69)


Notes to the financial statements (Contihzared)for 117e year eftslec! 31 Alarch 201 0


17. Segment reporting

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 are not applicable. (here is no reportable

secondary segment.

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:

Ilolding Company:

I he 13omhuv t3urmah I rading Corporation Limited

Subsidiary:

Suhham Vinkog Private Limited

Transactions with related party have been set out as below:

Particulars 31 March 2016 11 M9arch 201

Loan received from holding company 194,960 139.976

Advance gi+en to subsidiary 155,000 25,01)0

Outstanding payable to holding company 8,200,694 8.005.735

Outstanding receivable from subsidiary compam 1,764,507 1609.507

19. Other information

Information with regard to other matters specified in revised schedule VI to the Act, is

either nil or not applicable to the Company for the year.

As per our report of even date attached.

For K S Bhatia & Co For and on behalf of the Board of Directors of

('hurlcrecl.lccutnNCtrNS' DPI Products and Services Limited

Firm's Registration No: 1 14520W C'IN - U85100MI I I962PLC012345

Kaushik Bhatia R.A.Sui Shyam S Krishnan

Partner Dire cfor Director

Membership No: 046908 DIN - 07060026 DIN - 02801376

Mumbai Mumbai11hDate:Date: 2 5 M AY 201 6

Mumbai n h nDate : .'!AY 706

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