SUBHAM VINIYOG PRIVATE LIMITED - The oldest...

SUBHAM VINIYOG PRIVATE LIMITED

DIRECTORS' REPORT

The Directors present herewith their Twenty Ninth Annual Report together with Audited FinancialStatements for the year ended 31st March, 2016.

Financial Results:

2015-2016RUPEES

2014-2015

RUPEES

Loss for the year (130,908) (97, 504)Balance brought forward from Previous year (1.229.337) (1,131,833)Balance carried to Balance Sheet (1,360.245) (1,229,337)

Operations:During the year under review, the Company continued the upkeep and maintenance of land for

Neem Plantation.

Dividend:In view of the loss, your Directors do not recommend any dividend for the year.

Directors:Mr. J. K. Delvadavala, Director, retires by rotation at the ensuing Annual General Meeting andbeing eligible, offers himself for re-appointment.

Board Meetings- During the year , four Board Meetings were duly convened and held and theintervening gap between any two meetings was within the period prescribed under theCompanies Act, 2013. Mr. S. R . Dalvi and Mr . J. K. Delvadavala and Mr . Shyam Krishnanattended all four meetings.

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 ' Responsibility Statement:The Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures ;

ii) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 2015-2016 and of the loss of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) they have prepared the annual accounts on a going concern basis.

v) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return:

The details forming part of the extract of the Annual Return of the Company in form MGT 9 isannexed herewith as Annexure A.

Auditors:M/s Kaushik Bhatia & Co., Chartered Accountants, retire at the ensuing Annual General Meetingand being eligible offer themselves for re-appointment. The Board recommends the appointmentof M/s Kaushik Bhatia & Co., Chartered Accountants as Auditors of the Company from theconclusion of the ensuing Annual General Meeting (AGM) until the conclusion of the next AGM.

Auditors ' Qualifications:There were no qualifications, reservations or adverse remarks in the Auditors' Report.

Related Party Transactions:Transactions with related parties are detailed in Note No.3.15 to the financial statements.However, the provisions of section 188 of the Companies Act, 2013 do not apply to thesetransactions.

Particulars of Loans , Guarantees and Investments:During the year under review, the Company did not grant any loan or provide any guarantee asper the provisions of 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 theopinion that there are no major risks affecting the existence of the Company.

Internal Controls:The Board is of the opinion that there exists adequate internal controls commensurate with thesize and operations 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 Tribunalsimpacting the going concern status and the Company's operations in future.

On behalf of the Board

Mumbai: 26.5.2016

S.R. DALVIDirector

[DIN-00027498]

Annexure A

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31 . 03.2016Pursuant 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 U65990MH1987PTC042358

ii Registration Date 09-01-87

iii Name of the Company SUBHAM VINIYOG PRIVATE LIMITED

iv Category/Sub-category of the Company Private 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 DPI PRODUCTS & SERVICES LIMITED U8510OMH1962PLCO12345 Holding 100 2(46)

9, Wallace Street, Fort, Mumbai 400001

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 the

yearDemat Physical Total % of Total

SharesDemat Physical Total % of Total

Shares

A. PromotersBodies Corporates 0 400000 400000 100 0 400000 400000 100 0

Total Shareholding ofPromoter (A) 0 400000 400000 100 0 400000 400000 100 0

B. PUBLIC SHAREHOLDING NIL

C. Shares held by Custodian

for

GDRs & ADRs NIL

Grand Total(A+B+C) 0 400000 400000 100 0 400000 400000 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 holdingduring 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 DPI Products & Services Limited 400,000 100 0 400,000 100 0

Total 400 ,000 100 0 400,000 100 0 0

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

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 beginning of the year 400000 100 400000 100

Date wise increase/decrease in Promoters Share holdingduring the year specifying the reasons forincrease/decrease (e.g. allotment/transfer/bonus/sweat

equity etc) NO CHANGE NO CHANGE

At the end of the year 400000 100 , 400000 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 TotalIndebtedness

Indebtness at the beginning of the

financial year

i) Principal Amount - 1,609,507 - 1,609,507

ii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+lii) - 1,609,507 - 1,609,507

Change in Indebtedness during the

financial year

Additions - 155,000 - 155,000

ReductionNet Change - 155,000 - 155,000

Indebtedness at the end of the

financial year

i) Principal Amount - 1,764,507 - 1,764,507

ii) Interest due but not paid

iii) Interest accrued but not dueTotal (i+ii+ili) - 1,764,507 - 1,764,507

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Vii PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section oftheCompanies

Act

BriefDescription

Details ofPenalty/Punishmen

t/Compoundingfees im posed

Authority(RD/NCLT/Court)

Appeall made

if any (givedetails)

A. COMPANY

PenaltyPunishment Nil _

Compounding

B. DIRECTORS

Penalty

Punishment Nil

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment Nil

Compounding

NIL

CHARTERED ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF SHUBHAM VINIYOG PRIVATE LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of SHUBHAMVINIYOG PRIVATE LIMITED ("the Company"), which comprise the Balance Sheet as at31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and otherexplanatory information.

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 of thesestandalone financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair 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 performthe 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-400054

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

z s. 001 & eo .CHARTERED 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 the

auditor'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 of

the financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an

opinion on whether the Company has in place adequate internal control system overfinancial reporting and the reporting effectiveness of such controls. An audit also

includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors, as wellas evaluating the overall 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.

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

R . S. ^kaua & ee .CHARTERED ACCOUNTANTS

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 ason 31st March, 2016 from being appointed as a director in terms of Section 164 (2) ofthe Act.

f) 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".

g) With 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 Accountants(Firm's Registration No. 114520W)

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


z s. v4ec& eo .CHARTERED ACCOUNTANTS

"ANNEXURE A" TO THE INDEPENDENT REPORTReferred 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 had also been reasonable having regard to the size of the company andthe nature of its 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. a) 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 withrespect 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, cessand any other statutory dues with the appropriate authorities. According to the informationand explanations given to us, no undisputed amounts payable in respect of the above



were in arrears as at March 31, 2016 for a period of more than six months from the dateon when they become payable.

b) According to the information and explanations given to us, there are no undisputedamounts in respect of the statutory dues referred to above were outstanding as atMarch 31st 2016 for a period of more than six months from the date they becamepayable.

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(including debt instruments ) and term loans during the year under review . Accordingly,the paragraph 3 (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. 114520W)

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



"Annexure B" to the Independent Auditor's Report of even date on the StandaloneFinancial Statements of Shubham Viniyog Private 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 Shubham ViniyogPrivate 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,


^^V so APIPWAMPS04-V


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.


Q,01" 71W-M "Mso -W & eA0CHARTERED ACCOUNTANTS

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


Subham Viniyog Private Limited

Balance sheetas at 31 (larch 2016

(Currency: Indian Rupees)

Notes 31 March 2016 31 March 2015

EQl ITI AND LIABILITIES

Shareholders' fundsShare capital 3.1 4,000 ,000 4 .000,000Reserves and surplus 3.2 (1,351,411) (1,220,503)

2,648,589 2.779.497

Current liabilities

Short-term borrowings 3.3 1,764,507 1,609,507

'trade pavables 3.4 17,175 20,130

1,781,682 1,629.637

TOTAl.

ASSN IS

4,430,271 4,409,134

Non-current assets

Fixed Assets

-Tangible assets 3.5 1,506,638 1,426,638

-intangible assets 3.5 2,832,142 2,891,710

4,338,780 4,318,348

Non-current investments 3.6 83,519 83,519

Deferred tax asset (net) 3.12 - -

4,422 ,299 4 ,401.867

Current assets

Cash and cash equivalents 3.7 7,972 7,267

7,972 7,267

TOTAL

Significant accountingpolicies 2

Notes to the financial statements 3

Notes referred to above form an integral part ol'the balance sheet.

As per our report of even date.

4,430,271 4,409.134

For K.S. Bhatia & Co. For and on behalf of the Board of Directors ofCharteredAccountants Subham Viniyog Private LimitedFirm's Registration No: 114520W CIN: U65990MIt19871"IC042358

Kaushik S .Bhatia S . R. Dalvi Shvam S. KrishnanPartner Director Director

Membership No: 046908 DIN- 00027498 DIN- 02801376

Mumbai: 26th May, 2016 Mumhai: 26th May, 2016

7


Statement of Profit and loss

for the year ended 31 March 2016


Notes For the year ended 31March 2016

For the year ended 31March 2015

IncomeOther income 3.8 250 100

Total Revenue 250 100

Expenses

Depreciation 3.5 59,568 59.568

Other expenses 3.9 71,590.00 38,036

Total Expenses 131,158 97.604

(Loss ) before tax (130,908) (97,504)

Fax expense:

Current tax - -

Deferred tax 3.12 - -

(Loss) for the year ( 130,908 ) (97,504)

Earnings per equity share

Basic and diluted earnings per share (Rs) 3.13 (0.33) (0.24)(Face value Rs 10 per share)

Significant acconnting policies 2

Notes to the financial statements 3

Notes referred to above form an integral part of the statement profit and loss.


For K.S. Bhatia & Co. For and on behalf of the Board of Directors ofChartered Accountants Subham Vinivog Private LimitedFirm's Registration No: 114520W CIN: 1J65990MlI I987PTC042358

Kaushik S . Bhatia S. R. Dalvi Shyam S. Krishnan

Partner Director Director

Membership No: 046908 DIN- 00027498 DIN- 02801376

Mumhai: 26th May, 2016 Mumbai: 26th May, 2016

8


Cash flow statement/or the year ended 31 :L1arch 2016


For the sear ended

31 March 2016

For the year ended

31 March 2015

CASH FLOW' FROM OPERATING ACTIVITIES

(Loss) before tax (130,908) (97.504)Adjustment for:

Depreciation 59,568 59.568Dividend Income (250) (100)

59,318 59,468

Cash flow before working capital changes (71,590) (38,036)Adjustments, for changes in working capital

Increase/(Decrease) in trade payahles and provisions (2,955) (5.488)

(2,955) (5,488)

Cash (used) from operations (74,545) (43,524)Taxes paid (Net of refunds) - -Net cash flows ( used in ) from operating activities (A) (74,545) (43,524)

CASH FLOWFROM INVESTING ACTIVI'T'IES

Dividend income/Profit on sale of investments 250 100

Sale of investments 0Purchase offixed assets (80,000)Net cash flows ( used in ) investing activities (B) (79,750) 100

CASH FLOW' FROM FINANCING ACTIVITIFS

Loan taken 155,000 25,000Net cash flow from financing activities (C) 155,000 25,000

Net increase / (decrease) in cash and cash equivalent 705 (18,424)

Cash and cash equivalents at the beginning of the year 7,267 25,691Cash and cash equivalents at the end of the year (refer note 3.7) 7,972 7,267

Notes

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

2. Components of cash and cash equivalentsBalances with banks - in current accounts 7,972 7,267

7,972 7,267

Significant accounting policies 2


For K.S. Bhatia & Co. For and on behalf of the Board of Directors ofChartered Accountants Subham Viniyog Private LimitedFirm's Registration No: 114520W CIN: tJ65990MH 1987P'FC042358

Kaushik S . Rhatia S. R. Dalvi Shvam S. KrishnanPartner Director DirectorMembership No: 046908 DIN- 00027498 DIN- 02801376

Mumbai: 26th May. 2016 Mumhai: 26th May, 2016

9


Notes to financial statements (Continued)(Currency: Indian rupees)for the year ended 31 March 2016

Background

Shubham Viniyog Private Limited ("the Company") is a private limited companyincorporated in 1987 under the Companies Act, 1956 ('the Act') . It is a subsidiary of. DPIProducts and Services Limited.

2. Significant Accounting Policies

(i) Basis for preparation of financial statements

The financial statements have been prepared and presented under the historical costconvention, on the accrual basis of accounting and in accordance with the provisions of theCompanies Act, 2013 ('the Act') and the accounting principles generally accepted in Indiaand comply with the accounting standards prescribed in the Companies (AccountingStandards) Rules, 2006 issued by the Central Government, in consultation with theNational Advisory Committee on Accounting Standards. to the extent applicable.

(ii) Use of estimates

The preparation of financial statements in conformity with General ly Accepted AccountingPrinciples ('GAAP') requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingent liabilities as ofthe date of financial statements . and the reported amount of revenue and expenses duringthe reporting period . The estimates and assumptions used in the accompanying financialstatements are based upon management ' s evaluation of the relevant facts andcircumstances as of the date of the financial statements . Actual results may differ fromthose estimates used in preparing the accompanying financial statements.

(iii) Fixed assets and depreciation

Tangible assets

Fixed assets are stated at cost less accumulated depreciation and impairment losses, if any.The cost of fixed assets includes inward freight, duties, taxes and incidental expensesrelated to acquisition and installation incurred up to the date of commissioning of theassets.

Intangible assets

Intangible assets represent tenancy rights. The cost of intangible asset comprises ofconsideration paid to acquire the right to use a tangible asset.

Depreciation / amortisation

Depreciation on tenancy rights is provided @ 1.63% under straight line method as perSchedule II of the Companies Act,2013.

10

Subham Viniyog Private LimitedNotes to financial statements (Continued)(Currency: Indian rupees)for the year ended 31 March 2016

2. Significant Accounting Policies (Continued)

(iii) Investments

Long term investments are stated at cost. A provision for diminution is made to recognisea decline, other than temporary, in the value of long term investments. Currentinvestments are stated at lower of cost and fair value. Profit or loss on sale of investmentsis determined on the basis of weighted average carrying amount of investments disposed

off.

(iv) Impairment of assets

The Company assesses at each balance sheet date whether there is any indication that anasset may be impaired. If any such indication exists, the Company estimates the

recoverable amount of the asset. The recoverable amount is the greater of the net sellingprice and value in use. In assessing value in use, the estimated future cash flows arediscounted 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 towhich the asset belongs is less than its carrying amount, the carrying amount is reduced to

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

the statement of profit and loss. If at the balance sheet date there is an indication that apreviously assessed impairment loss no longer exists, the recoverable amount is reassessedand the asset is reflected at the recoverable amount subject to a maximum of depreciable

historical cost.

(v) Revenue recognition

Dividend income

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

(vi) Earnings per share (EPS)

Basic and Diluted EPS 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.

(vii) Taxes

Income tax expense comprises of current tax (i.e. amount of tax for the period determinedin accordance with the income tax law) and deferred tax charge or credit (reflecting the taxeffect of timing difference between the accounting income and taxable income for theperiod). The deferred tax charge or credit and the corresponding deferred tax liability orasset are recognised using the tax rates that have been enacted or substantively enacted bythe balance sheet date. Deferred tax assets are recognised only to the extent of there isreasonable certainty that the asset can be realised in future; however, where there isunabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets arerecognised only if there is virtual certainty of realisation of such assets. Deferred tax assets

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are reviewed as at each balance sheet date and written down or written up to reflect theamount that is reasonablylvirtually certain (as the case may be) to be realised.

2. Significant Accounting Policies (Continued)

(viii) Provisions and 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 anoutflow of resources. When there is a possible obligation or a present obligation in respectof which the likelihood of outflow of resources is remote, no provision or disclosure ismade. 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.

12


Notes to the financial statements (Continued)

as at 31 ;Llarch 2016


31 March 2016 31 March 2015

3.1 Share capital

Au(horised:490.000 (Previous year: 490.000) equity shares of Rs.10 4,900,000 4 ,900,000

each

I0,( 00 (Previous scar: 10,000) 4%Non Cumulative 100,000 100.000

Redeemable Preference Shares of Rs. 10/- each5,000,000 5.000.000

Issued, subscribed and paid up:

400.000 (Previous year. 400.000) equity shares of Rs.10 4,000,000 4,000.000

each

4,000 ,000 4 .000.000

Notes:1. The Company has only one class of shares referred to as equity shares having a par value of Rs 10 each. Each holder of the equity shares is

entitled to one vote per share.

2. The details of shareholders holding more than 5% of the equity shares of the Company as at period end is as below :

31 March 2016 31 March 2015Name of shareholder Number of % of Holding Number of equity of Holding.

equity shares shares held

held

DPI Products And Services limited 400,000 100 400.000

400,000 100 400.000

3. The reconciliation of shares outstanding at the beginning and at the end of the reporting period:

out below

31 March 2016 31 March 2015

100

100

Amount Number of

shares

Amount Number of

shares

Number of equity shares at the beginning of the year 4,000 ,000 400 ,000 4 ,000,000 400,000

Add: equity shares issued during the year - - - -

Number of equity shares at the end of the year 4,000,000 400,000 4,000,000 400.000

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as at 3 / March 2016


31 March 2016 31 March 2015

3.2 Reserves and surplus

Capital redemption reserve 180 180

Statutory reserve fund 8,654 8,654

Deficit in the statement of profit and loss

Opening balance (1,229,337) ( 1,131,833)

Add: Net (loss) after tax for the year 130,909 - 97,504(1,360 ,245.19) (1,229,337)

(1,351,411) (1,220,503)

3.3 Short-term borrowings

Unsecured

- Loan from holding Company 1,764,507 1,609,507

(Interest free and repayable on demand)

1,764,507 1,609,507

3.4 Trade Payables

Dues to Micro, small and medium enterprise (refer note 10)

Dues to others 17.175 20.130

17,175 20,130

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Notes to the financial statements (Continued)as at 31 rt iarch 2016


3.5 Fixed assets

Sr.

No.

A

Description

Tangible assets

Freehold Land

Land Development

As at I A pril

2015

199388

1,227,250

Gross block

Additions Deductions

- -

80,000 -

As at 31 March

2016

199,388

1,307,250

As at I April

2015

-

-

Depreciation /amortisation

For the Period Deletions

- -

- -

As at 31 March

2016

-

-

Net block

As at 31 March

2016

199,388

1,307,250

Net block

As at 31 March

2015

199,388

1,227,250Total (A) 1,426,638 80,000 - 1,506,638 - - - - 1,506,638 1,426,638

B Intangible assets

Tenancy rights 3,654,507 - - 3,654,507 762,797 59,568 - 822,365 2,832,142 2,891,710

Total ( B) 3,654 ,507 - - 3 ,654,507 762 ,797 59,568 - 822,365 2,832 ,142 2,891,710

Total( A)+(B) 5,081 , 145 80,000 - 5,161 ,145 762,797 59,568 - 822,365 4,338 ,780 4,318,348

Previous year 5,081,145 - - 5,081,145 703,229 59,568 762,797 4,318,348

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as at 31 March 2016

31 March 2016 31 March 2015

3.6 Non -current investments

Investments in equity shares

Long Term (Non-trade and unquoted)

240 (previous year : 240) Equity shares of Rs.l00 each fully paid of

The Bombay Burmah Trading Employees Welfare Company Limited

Long Term (Non-trade and quoted)

24,000 24.000

100 (previous year : 100) Equity shares of Rs. 10 each fully paid up of

Industrial Finance Corporation of India Limited.

3,500 3,500

500 (previous year : 500) Equity shares of Rs. 10 each fully paid up ofTanfac Industries Limited

Investments in debentures or bonds

54,019 54,019

10 (previous year : 10) fully convertible Debentures of Rs. 100 each

in Pointers Exports Private Limited

1,000 1,000

10 (previous year : 10) fully convertible Debentures of Rs. 100 eachin Sunflower Investments and Textiles Private Limited

1,000 1,000

83,519 83,519

Aggregate book value of quoted investment 57,519 57.519Aggregate book value of unquoted investment 26,000 26,000Aggregate market value of quoted investment 15,035 10,685

3.7 Cash and bank balance

Cash and cash equivalents:Balances with banks:

- in current accounts 7,972 7,267

7,972 7,267

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for the year ended 31 March 20 16


For the year ended 31March 2015

For the -tear ended31 March 2015

3.8 Other operating income

Dividend income 250 100

250 100

3.9 Other expenses

Legal and professional fees 10,929 8,607

Rates and Taxes 2,500 2,500Auditors' remuneration (Refer note 3. 11 ) 22,478 20,808

Filing Fees 3,000 3,000Rent charges 3,011 3,011Repair and maintenance (others) 28,731 -Bank Charges 875 110Miscellaneous Expenses 67

71,1591 38,036

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Notes to financial statements (Continued)(Currency: Indian rupees)tor the year ended 31 March 2016

3.10 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 3 I March 2015

3.11 Remuneration to auditors ' (excluding service tax)

Particulars For the year ended For the year ended31 March 2016 3I March 2015

Statuton audit fee 15,000 20,130( )thcr scr\ ices

Total 15,000 20,130

3.12 Deferred taxes

Particulars 31 March 2016 31 March 2015

On unabsorbed business losses 111,547 99.426

'T'otal (A) 111.547 99.426Deferred tax liabilities -

Difference in Written Down Value of fixed assets/Depreciation

-

"Total (B) - -Deferred tax assets ( net) (A)-(B ) 111.547 89.426

Deferred tax asset is recognised only to the extent of'deterred tax liabilities, as this amount is considered to hevirtually certain of realisation. The remaining amount of deferred tax assets Rs 58.673 is not recognised as it isnot considered to be virtually certain of realisation.

3.13 Earnings per share

Particulars As at 31 1IarcIt 2016 As at 31 March 2015

Net profit attributable to equity shareholders (130,909) (97.504)(as per the statement ol'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 year 00,000 00,000Number of equity shares at the end of the year 400,000 400,000

Weighted average number of equity shares outstanding 400,000 400,000during the year

Basic and diluted earnings per equity share of Rs 10 each (0.33) (0.24)

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3.14 Segment reporting

Based on guiding principles in the AS 17 - "Segment Reporting," the primary businesssegment of the Company is investments. As the Company operates in a single primarybusiness segment, disclosure requirements are not applicable. There is no reportable

secondary segment.

3.15 Related party transactions

Related party and nature of the related party relationship where control exists, irrespective

of whether or not there have been transactions between the related parties:

I Itimate Holdine Comnan :

The Bombay Runnah Trading Corporation Limited

Iloldina Comnanv:

DPI Products and Services Limited

Transactions with related party have been set out as below:

Particulars As at 31 March As at 31 March2016 2015

Loan received from holding compang 1,55,000 25,000

Outstanding payable to holding Company 1,764,507 1,609,507

3.16 Prior year comparatives

Consequent to the notification of Revised Schedule VI under the Companies Act. 1956, thefinancial statements for the year ended 31 March 2015 are prepared as per RevisedSchedule V1. Accordingly, the previous year figures have also been reclassified to conformto this year's classification.


For K.S. Bhatia & Co. For and on behalf of the Board of Directors ofChartered Accountants Subham Viniyog Private LimitedFirm's Registration No: 114520W CIN: U65990MH1987PTC042358

Kaushik S. Bhatia

Partner

Membership No: 046908

S. R. Dalvi Shyam S. Krishnan

Director Director

DIN:00027498 DIN: 02801376

Mumbai ; 26`x' May, 2016 Mumbai ; 26'x' May, 2016

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