D AND H INDIA LIMITED
(FORMERLY KNOWN AS D AND H WELDING ELECTRODES (INDIA) LIMITED)
ANNUAL REPORT 2011-2012
D & H India Limited,
We have audited the attached Balance Sheet of D & H INDIA LIMITED as at
31st March 2012 and also the Profit and Loss Account and the Cash Flow
Statement for the year ended on that date annexed there to. These financial
statements are the responsibility of the Company`s management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
1. As required by the Companies (Auditors` Report) Order, 2003 as amended
by the Companies (Auditor`s Report) Amendment Order, 2004 issued by the
Central Government of India in terms of section 227(4A) of the Companies
Act, 1956, we give in the annexure, a statement on the matters specified in
the paragraph 4 & 5 of the said order.
2. Further to our comments in the Annexure referred to in paragraph 1
above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
(b) In our opinion, proper books of account, as required by law have been
kept by the Company, so far as appears from our examination of the books.
(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt
with by this report are in agreement with the books of account.
(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow
Statement have been prepared in compliance with the Accounting standards
referred to in sub-section 3C of section 211 of the Companies Act, 1956, to
the extent applicable and mandatory in nature.
(e) In our opinion and on the basis of information obtained and taken on
record by the Board of Directors, we report that none of the directors of
the company is disqualified as on 31.03.2012 from being appointed as the
director of the company in terms of clause (g) of subsection (1) of section
274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to the
explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon, give the
information required by the Companies Act, 1956, in the manner so required
and give a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2012.
(ii) In the case of the Profit and Loss Account, of the PROFIT for the year
ended on that date.
(iii) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
For and on behalf of ABN & Co.
Place: Indore (Mem. No. 071232)
Date : 11th August, 2012 Firm Reg. No. 004447C
ANNEXURE TO THE AUDITORS` REPORT:
(Referred to in paragraph 1 of our report of even date on the accounts for
the year ended 31st March 2012 of D & H India Limited)
I. a. The proper records showing full particulars including quantitative
details and situation of the fixed assets are being maintained by the
b. All the fixed assets have been physically verified by the management
during the year, which in our opinion is reasonable having regard to the
size of the company and the nature of its assets. As per information and
explanations given to us, no material discrepancies were noticed.
c. In our opinion and according to the information and explanations given
to us, any substantial part of fixed assets has not been disposed off by
the company during the year and the going concern status of the company is
II. a. The inventory of the company has been physically verified by the
management during the year. In our opinion, the frequency of verification
b. In our opinion and according to the information and explanations given
to us, the procedures of physical verification of inventory followed by the
management are reasonable & adequate, in relation to the size of the
company & nature of its business.
c. On the basis of our examination of records of inventory, in our opinion,
the company has maintained proper record of inventory and as explained to
us, the discrepancies noticed on physical verification of inventory, as
compared to book records were not material and have been properly dealt
with in the books of account.
III. a. The company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the register maintained under
section 301 of the Companies Act, 1956. Hence clause (a) to (d) is not
applicable to the company.
e. The company has taken unsecured loan from two parties covered in the
register maintained under section 301 and , the maximum amount involved
during the year was Rs.79,84,796/- and year-end balance of loan was
f. The rate of interest and other terms and conditions of unsecured loans
taken by the company, are prima-facie not prejudicial to the interest of
g. The unsecured loan taken from parties. has been squared up during the
year except interest portion.
IV. In our opinion and according to information & explanations given to us,
there is adequate internal control system commensurate with the size of the
company & nature of its business with regard to the purchase of inventory &
fixed assets & for the sale of goods. Further on the basis of our
examination of the books and records of the company, carried out in
accordance with the generally accepted auditing practices in India, we have
neither come across nor have been informed of any instances of major
weaknesses in the internal control system.
V. a. Based on audit procedures applied by us, to the best of our knowledge
& belief and according to the information & explanations given to us. We
are of the opinion that the particulars of contracts or arrangements
referred to in section 301 of the Act have been entered in the register
required to be maintained under that section.
b. In our opinion and according to information & explanations given to us,
transactions made in pursuance of contracts or arrangement entered in the
register maintained under section 301 of the Companies Act, 1956 have been
made at prices which are reasonable having regard to prevailing market
prices at the relevant time where such market prices are available.
VI. In our opinion and according to the information & explanations given to
us, the company has not accepted deposit from public, within the meaning of
provisions of section 58A & 58AA of Companies Act, 1956 & Rules framed
VII. In our opinion, the company has an internal audit system commensurate
with the size and nature of its business.
VIII. As informed to us and in our opinion the maintenance of cost records
has not been prescribed by the Central Government U/s 209(1)(d) of the
Companies Act, 1956 for any product of the company.
IX. a According to the records of the company examined by us and the
information & explanations given to us, in our opinion the company is,
generally regular in depositing with appropriate authorities undisputed
statutory dues including Provident Fund, Investors Education & Protection
Fund, Employees State Insurance, Income Tax, Sales Tax, service tax Excise
Duty, Wealth Tax, Custom Duty, cess and other statutory dues applicable to
it. No undisputed amount payable as at 31.03.2012 for a period of more than
6 month from the date they became payable.
b. According to records of the company examined by us and the information &
explanations given to us, there are following statutory dues which have not
been deposited on account of dispute.
Nature of Nature of Period to Amount Forum where the
Statute the dues which the in Rs. dispute is pending
CST Regular 2006-07 577794 D Comm. of Appeal
assessment 2008-09 252851 Indore
Entry Tax Regular 2004-05 111551 DC. Comm. App.
assessment 2005-06 111968 DC. Comm. App.
2006-07 258747 DC. Comm. App.
2008-09 38272 Add Comm. App.
Entry Tax Regular 2004-05 844260 Asst Comm. App.
Penalty assessment 2005-06 2515867 Asst Comm. App.
2006-07 1404000 DC. Comm. App.
CST Penalty Regular 2005-06 229245 A C Appeal Revision
assessment 2006-07 1452282
X. The Company does not have accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current year and
immediately preceding financial year.
XI. Based on our audit procedure & on the basis of information &
explanations given by the management, we are of the opinion that the
company has not defaulted in payment of dues to the financial institution
or bank during the year. The company does not have any borrowing by way of
XII. The company has not granted any loans & advances on the basis of
security by way of pledge of shares, debentures and other securities.
XIII. In our opinion and according to the information & explanations given
to us, the company is not a chit fund and nidhi/mutual benefit
fund/society. Therefore, provisions of this clause is not applicable to the
XIV. Based on our examination of records and the information & explanations
given to us, the company has maintained proper records of the transactions
& contracts in respect of dealing & trading in shares, securities,
debentures and other investments and timely entries have been made. All the
investments have been held by the company in its own name.
XV. According to the information & explanations given to us, the company
has not given any guarantee for loans taken by others from the banks and
financial institutions during the year.
XVI. According to the records of the company, examined by us and the
information & explanations given to us, the company has raised new term
loans during the year. The term loan outstanding at the beginning of the
year and those raised during the year have been applied for he purposes for
which they were raised.
XVII. According to the information & explanations given to us and on the
basis of an overall examination of balance sheet of the company, in our
opinion no funds raised by company on short term basis that have been used
for long term investments.
XVIII. During the year company has converted 4,60,000 convertible warrants
into equal number of fully paid equity shares of Rs.10/- each at a premium
of Rs.12/- per share on preferential basis to parties and companies covered
in the register maintained under Section 301 of the Companies Act, 1956.
XIX. As explained to us, during the period covered by our audit, the
company has not issued any debentures.
XX. The company has not raised any money through public issue during the
XXI. According to the information & explanation given to us, no fraud on or
by the company has been noticed or reported during the course of our audit.
For and on behalf of ABN & Co.
Place: Indore Partner
Date : 11th August, 2012 (Mem. No. 071232)