DCM Ltd. — Interim / Quarterly Report 2019

Aug 13, 2019

August 12,2019

BSE Limite Flor 25, Phiroze Jeejeebhoy Towers, Dalal Street, ¥umbai-400001

ational Stock Exchange of India Limited Exchange Plaza, Plot no. C/l, G-Block, Bandra -Kurla Complex, Bandra (E), Mumbai-400051

Scrip Code: 502820jDCM

Subject: Outcome of Board Meeting dated August 12, 2019

Dear Sir,

/

This is to inform you that the Board of Directors of the Company at its meeting held today at Sri Ram Center, 4, Safdar Hashmi Marg, Mandi House, New Delhi, have:

• 1. approved and taken on record the Unaudited Financial Results (Standalone and Consolidated) of the Company for the 1st quarter ended June 30, 2019. Accordingly pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the following as Annexure -1:
• i. Unaudited Standalone Financial Results for the quarter ended on [une 30,2019;
• ll. Unaudited Consolidated Financial Results for the quarter ended on June 30,2019;
• iii. Limited Review Reports on the Unaudited Financial Results Standalone and Consolidated.
• 1. appointed Mr. Jitendra Tuli (DIN-00272930), Non-Executive Director of the Company, as Non- Executive Independent Director of the Company for a term of five consecutive years with effect from August 12,2019 upto August 11,2024 subject to approval of members of the Company. Necessary Information in respect of Mr. Jitendra Tuli as per SEBICircular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 read with Regulation 30 - Para A of Part A of Schedule III of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is enclosed herewith as Annexure -II.
• 1. approved a proposal for the development of a project on its 112 acres of land situated near Mela Ground, Hissar, Haryana

This is for your information and records.

Thanking you,

Yours Truly,

Encl.: As stated above

e-mail id: investors@dcm.in

Registered Office: Vikrant Tower, 4, Rajendra Place, New Delhi-110008 Phone: (011) 25719967 Fax: (011) 25765214 CIN: L74899DL1889PLC000004 Website: www.dcm.in E-mail: dcmltd@dcm.in

DCM LIMITED

R~gd. Office: Vikrant Tower, 4 Rajendra Place, Ncw Dclhi - 110 008 CIN: L74899DL1889PLC000004 E-mail: invcstol·s@dcm.in Phone: 011-25719967

"iT,\TEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2019

						(Rupees in Lacs)
	S. No.	IParticulars Quarter Endcd
			30 June	31 March	30 June	31 March
			Unaudited (Refer note 3)	Audited (Refer note 3 and 4)	Unaudited (Refer notc 3)	Auditcd (Refer notc 3)
I			2019	2019	2018	2019
I	(a)	Revenue Revenue from operations	8,928	28,466	27,778	110,004
		(b) Other income	820	216	144	1,134
		Total income	9,748	28,682	27,922	))1,138
					I
2		IExpenses
		(a) Cost of materials consumed	2,663	15,499	15,764	62,247
	(b)	Changes in inventories of finished goods and work in progress	1,019	911	(746)	(1,185)
	(d)	Employee benefits expense	2,354	3,939	3,459	14,366
	(el	Finance costs	316	732	778	2,755
		(I) Depreciation and amortization expense	427	822	863	3,444
	(g)	Other expenses	4,124	7,647	7,543	29,231
		Total expenses	10,903	29,550	27,661	110,858
J		Profit/(Ioss) before tax
			(1,155)	(868)	261	280
4		Tax expense
		Current tax	-	(178)	74	80
		Total tax expense	-	(178)	74	80
:;		Profit/(Ioss) for the period	(1,155)	(690)
					187	200
6		Other comprehensive income
	(a)	Items that will not be reclassified to profit or loss
		Re-measurernent (losses)! gains of defined benefit obligations	(4)	(46)	12	(16)
		(net of tax)
	(11)	Items that will be reclassified to profit or loss
		Exchange difference in translating financial statements of	(I)	(4)	44	44
		foreign operations (net of tax)
7 _---		Total comprehensive incomc for the period	(1,160)	(740)	243	228
8		Paid up equity share capital (Face value Rs. 10 each)	1,867	1,867	1,867	1,867
9		Reserves excluding revaluation reserves				17,592
J()	.;	Earnings! (loss) per equity share (EPS) of Rs. 10!- each
		(not annualised)
		Basic and diluted (Rs.)	(6.19)	(3.70)	1.00	1.07

nCM LIMITED

Notes:

I. Standalone segment wise information for the quarter ended June 30,2019

					(Rupees in Lacs)
s. No. r	IParticulars		Quarter Ended		Year Ended
		30 June	31 March	30 June	31 March
		Unaudited	Audited (Refer note 4)	Unaudited	Audited
		2019	2019	2018	2019
I	Segment revenue
	a) Textile *	-	17,983	16,150	66,749
	b) IT Services	1,232	1,112	1,143	4,379
	c) Real Estate	-	-	-	-
	d) Grey Iron Casting	7,696	9,371	10,485	38,876
	Total	8,928	28,466	27,778	110,004
	Less: Inter segment revenues	-	-	-	-
	Net revenue from operations	8,928	28,466	27,778	110,004
2	Segment results (Profit before interest and tax from ordinary activities)
	a) Textile *	-	845	1,342	5,296
	b) IT Services	49	31	48	148
	c) Real Estate	-	-	-	-
	d) Grey Iron Casting	(1,109)	(606)	(159)	(1,841)
	Total	(1,060)	270	1,231	3,603
	Less: I) Finance costs	(316)	(732)	(778)	(2,755)
	: II) Un-allocable expenditure net of
	un-allocable income/(expenditure)	221	(406)	(192)	(568)
	Profit/(Ioss) before tax	(1,155)	(868)	261	280
3	Segment assets
	a) Textile *	-	35,758	32,991	35,758
	b) IT Services	1,670	2,092	2,773	2,092
	c) Real Estate	25	25	25	25
	d) Grey Iron Casting	13,245	14,256	17,248	14,256
	Total segment assets	14,940	52,131	53,037	52,131
	Others un-allocated	7,237	6,766	7,045	6,766
	Total assets	22,177	58,897	60,082	58,897
4	Segment liabilities
	a) Textile *	-	3,226	2,673	3,226
	b) IT Services	874	495	532	495
	c) Rcal Estate	23	23	23	23
	d) Grey Iron Casting	9,720	9,592	9,067	9,592
	Total segment liabilities	10,617	13,336	12,295	13,336
	Others un-allocated (excluding borrowings)	2,058	1,161	1,717	1,161
	Total liabilities	12,675	14,497	14,012	14,497

* Refer Note 3

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(Continued )

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Notes:

• 1. This Statement has been prepared in accordance with the Companies (Indian Accounting Standards) , Rules, 2015 (Tnd AS), prescribed under Section 133 of the Companies Act, 2013, and other recognised accounting practices and policies to the extent applicable.
• 1. The National Company Law Tribunal ("NCLT"), vide its order dated 1 May 2019, has approved the Scheme of Arrangement ('the Scheme') between DCM Limited and DCM Nouvelle Limited, for the demerger of the Textile Division ofDCM Limited, on a going concern basis with effect from 1 April 2019 (i.e. the appointed date). Consequently, the assets and liabilities aggregating Rs. 35,758 lacs and Rs. 20,833 lacs respectively, of the Textile Division ofDCM Limited have been transferred with effect from the aforesaid appointed date to DCM Nouvelle Limited at their carrying values, determined in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and the net assets aggregating Rs. 14,925 lacs is debited to 'Other Equity'. Pursuant to the aforesaid scheme, the entire share capital held by DCM Limited as on effective date (01 April 2019) in DCM Nouvelle Limited has been cancelled.

Consequently, the financial results for the quarter ended 30 June 2019 exclude the Textile Division and hence, are not comparable with the previous periods.

Following is the performa information for the Company (excluding Textile Division) to indicate comparison with the previous periods:

S.No.	Particulars		Quarter Ended		Year Ended
		30 June	31 March	30 June	31 March
		2019	2019	2018	2019
1	Total Income	9,748	10,554	11,702	43,599
2	Total Expenses	10,903	11,948	12,417	47,960
3	(Loss) before tax	(l,155)	(1,394)	(715)	(4,361)
4	(Loss) after tax	(1,155)	(1,216)	(789)	(4,441)
5	Total comprehensive income	(1,160)	(1,211)	(735)	(4,366)
6	Earnings per share (Rs. in absolute amount) (not annualized)	(6.19)	(6.51)	(4.23)	(23.79)

• 1. The figures for the quarter ended March 31, 2019 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial year. Also, the figures upto the end of the third quarter had only been reviewed and not subjected to audit.
• 1. As explained in Note 3 above, Consequent to the demerger of the Textile Division with effect from April 1, 2019, the net worth of the Company have been substantially reduced and the current liabilities exceed current assets. The net worth of the Company is Rs. 3,370 Lacs and the current liabilities exceed current assets by Rs. 7,544 lacs as at 30 June 2019. The loss before depreciation and tax of the Company is Rs. 728 lacs for the period ended 30 June 2019. The Company is facing liquidity issues and there are delays in statutory dues and vendor payments. In addition, during the quarter and subsequent to the quarter, the Company has also defaulted on its scheduled repayment of loan installments aggregating to Rs. 749 lacs to a bank and a financial institution. Further, there are continued losses in one of the remaining businesses of the Company.

However, the management believes that the Company will be able to continue its operations on a going concern basis, by infusing liquidity in the system by monetizing other surplus assets and also focusing on the business strategy and future operating plans of the existing businesses, including proposal of strategic partnership for "capital and technology", which would help sustain the business operations and its growth.

Accordingly, the financial results have been prepared on a going concern basis.

• 1. Effective 01 April 2019, the Company has adopted IND AS 116 "Leases" using modified retrospective approach. This has resulted in recognizing right of use assets and lease liability as on 1 April 2019. The adoption of the Standard did not have any material impact on the financial results of the Company.
• 1. The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 12 August 2019. The limited review report of the Statutory Auditors is being filed with the BSE Ltd and National Stock Exchange of India Ltd. For more details on the standalone results, visit Company's website www.dcm.in and Financial Results under Corporates section ofwww.nseindia.com and www.bseindia.com.

For and on behalf of the Board

Dr. VinaYBh~ra ::/{. .

Place: New Delhi Date: August 12, 2019 Chairman and Managing Dire2t-~ 'i1;'D'~~../. DIN: 00052826 .

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I)CM LIMITED Regd. Office: Vikrant Tower, 4 Rajendra Place, New Delhi - IJO 008 ('IN: L74899DL1889PLC000004 E-mail: investors@dcm.in Phone: 011-25719967

/

T OF l"\'AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER E DED JUNE 30, 2019

					(Rupees in Lacs)
". '\0.	Particulars		Quarter Ended		Year Ended
		30 June	31 March	30 June	31 March
		Unaudited (Refer note 3)	Audited (Refer note 3 and 4)	Unaudited (Refer note 3)	Audited (Refer note 3)
_.		2019	2019	2018	2019
I (a)	Revenue
(b)	Revenue from operations Other income	8,928 821	28,466 218	27,778 145	110,004 1,140
	Total income	9,749	28,684	27,923	111,144
2 (a)	Expenses
	Cost of materials consumed	2,663	15,499	15,764	62,247
(b) (d)	Changes in inventories of finished goods and work in progress Employee benefits expense	1,019	911	(746)	(l,185)
Ie)	I·mancc costs	2,355 316	3,939 732	3,460 778	14,369 2,755
( 1"1	Depreciation and amortization expense	427	822	863	3,444
\~! )	Other expenses	4.124	7,649	7.543	29,234
	Total expenses	10,904	29,552	27,662	110,864
J	Profit! (loss) before tax and share of profit! (loss) of equity accounted investee	(1,155)	(868)	261	280
.t	Share of loss of equity accounted investce	( 122)	(21)	(13)	(227)
s	Profit! (loss) before tax	(1,277)	(889)	248	53
6	Tax expense
	Current tax	-	( 178)	75	80
---	Total tax expense	-	(178)	75	80
7	Profit/(Ioss) for the period	(1,277)	(711)	173	(27)
S· (a)	Other comprehensive income Items that will not be reclassified to profit or loss Re-measurement (lossesj/ gains of defined benefit obligations (net of tax)	(4)	(46)	12	(16)
(b)	Items that will be reclassified to profit or loss Exchange difference in translating financial statements of foreign operations (net of tax)	(I)	(4)	44	44
')	Total comprehensive income for the period	(1,282)	(761)	229	1
10	Paid up equity share capital (Face value Rs. 10/- each)	1,867	1,867	1,867	1,867
II	Reserves excluding revaluation reserves				15,796
12	Earnings/ (loss) per equity share (EPS) of Rs, 10/- each (not annualised)
11	Basic and diluted (Rs)	(6.84)	(3.81)	0.93	(0.15)

Notes:

1, Consolidated segment wise information for the quarter ended June 30, 2019

					(Rupees in Lacs)
S. No.	Particulars		Year Ended
		30 June	31 March	30 June	31 March
		Unaudited	Audited (Refer note 4)	Unaudited	Audited
		2019	2019	2018	2019
1	Segment revenue
	* a) Textile		17,983 i.: [2	16,150	66,749
	b) [T Services c) Real Estate	[,232		[,[43	4,379
	, d) Grey Iron Casting	7,696	9,37[	10,485	38,876
	e) Others				-
	Total	8,928	28,466	27,778	110,004
	Less: Intcr segment revenues				-
	Net revenue from operations	8,928	28,466	27,778	110,004
1	Segment results (Preflr/tloss) before tax and interest
	from ordf narv activities)			I
	a) Texule "		845	1,342	5,296
	b) IT Services	49	31	48	148
	c) Real Estate
	d) Grey Iron Casting e) Others	(1,109) (7)	(606) (9)	(159) (7)	(1,841) (30)
	Total	(1,067)	261	1,224	3,573
	Less I) Finance costs	(316)	(732)	(778)	(2,755)
	II) Un-allocable expenditure net of
	un-allocable mcorne/t expenditure )	228	(397)	(185)	(538)
	Share of loss of equity accounted investee	( 122)	(21)	( 13)	(227)
	Profit/(Ioss) before tax	(1,277)	(889)	248	53
3	Segment assets
	a) Texttle "		35.758	32.991	35.758
	b) IT Services	1.670	2.092	2,773	2,092
	c) Real Estate d) Grey Iron Casting	25 13,245	25 14,256	25 17,248	25 14,256
	e) Others	360	363	364	363
	Total segment assets	15,300	52,494	53,401	52,494
	Others un-allocated	4,964	4,610	5,103	4,610
	Total assets	20,264	57,104	58,504	57,104
4	Segment liabilities
	a) Textile'		3,226	2,673	3,226
	b) IT Services	874	495	532	495
	c) Real Estate	23	23	23	23
	d) Grey Iron Casting	9,720	9,592	9,067	9,592
	e) Others	6	6	6	6
	Total segment liabilities Others un-allocated (excluding borrowings)	10,623 2,056	13,342 1,159	12,301 1,716	13,342 1,159
	Total liabilities	12,679	14,501	14,017	14,501

* Refer Note 3

q/

(Continued ..... )

Notes:

• 1. This Statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (lnd AS), prescribed under Section 133 of the Companies Act, 2013, and other recognised accounting practices and policies to the extent applicable.
• 1. The National Company Law Tribunal ("NCLT"), vide its order dated I May 2019, has approved the Scheme of Arrangement ('the Scheme') between DCM Limited and DCM Nouvelle Limited, for the demerger of the Textile Division of DCM Limited, on a going concern basis with effect from 1 April 2019 (i.e. the appointed date). Consequently, the assets and liabilities aggregating Rs. 35,758 lacs and Rs. 20.833 lacs respectively, of the Textile Division ofDCM Limited have been transferred with effect from the aforesaid appointed date to DCM Nouvelle Limited at their carrying values, determined in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and the net assets aggregating Rs. 14,925 lacs is debited to 'Other Equity'. Pursuant to the aforesaid scheme. the entire share capital held by oeM Limited as on effective date (0 I April 2019) in DCM Nouvelle Limited has been cancelled.

Consequently, the financial results for the quarter ended 30 June 2019 exclude the Textile Division and hence. are not comparable with the previous periods.

Following	is the	performa	information	for	the	Group	(excluding	Textile	Division)	to	indicate
comparison		with the previous	periods:

S.No.	Particulars		Quarter Ended		(Rs in Lacs) Year Ended
		30 June	31 March	30 June	31 March
	-	2019	2019	2018	2019
I f-----	Total Income _.	9,749	10,556	11,703	43,605
2 f-----.--	T()tal Expenses	10,904	11,950	12,418	47,966
, J	(Loss) before tax	(1,277)	(1,415)	(728)	(4,588)
4 f-----.	(Loss) after tax	(1,277)	(1,237)	(803)	(4,668)
5	Total comprehensive income	(1,282)	(1,232)	(749)	(4,593)
6 ~---	Earnings per share (Rs. in absolute amount) (not annualized) ---.	(6.84)	(6.63)	(4.30)	(25)

• 1. The figures for the quarter ended March 31, 2019 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial year. Also, the figures upto the end of the third quarter had only been reviewed and not subjected to audit.
• 1. As explained in Note 3, Consequent to the demerger of the Textile Division with effect from April I, 2019, the net worth of the Group have been substantially reduced and the current liabilities exceed current assets. The net worth ofthe Group is Rs. 1,453 Lacs and the current liabilities exceed current assets by Rs. 7,195 lacs as at 30 June 2019. The loss before depreciation and tax of the Group is Rs. 850 lacs for the period ended 30 June 2019. The Group is facing liquidity issues and there are delays in statutory dues and vendor payments. In addition, during the quarter and subsequent to the quarter, the Group has also defaulted on its scheduled repayment of loans and interest payments aggregating Rs. 749 lacs to a bank and a financial institution. Further, there are continued losses in one of the remaining businesses of the Group.

However, the management believes that the Group will be able to continue its operations on a going concern basis, by infusing liquidity in the system by monetizing other surplus assets and also focusing on the business strategy and future operating plans of the existing businesses including proposal of strategic partnership for "capital and technology", which would help sustain the business operations and its growth.

Accordingly, the financial results have been prepared on a going concern basis.

• 1. Effective 01 April 2019, the Group has adopted IND AS 116 "Leases" using modified retrospective approach. This has resulted in recognizing right of use assets and lease liability as on 1 April 2019. The adoption of the Standard did not have any material impact on the financial results of the Group.
• 1. The unaudited consolidated financial results for the quarter ended June 30, 2019 and June 30, 2018, and audited consolidated financial results for the quarter and year ended March 31, 2019 have been prepared by the Group in accordance with the requirements of Ind AS 110 "Consolidated Financial Statements", Ind AS III "Joint Arrangements" and Ind AS 28 "Investments in . Associates and Joint Ventures", as specified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 20 I5 and on the basis of the separate unaudited financial results of the Parent Company, its subsidiaries, its trust and unreviewed financial results of jointly controlled entity and subsidiaries ofthejointly controlled entity.

The unaudited financial results of 7 subsidiaries namely DCM Realty Investment & Consulting Limited, OCM Data Systems Limited, DCM Finance & Leasing Limited, DCM Textiles Limited, OCM Tools & Dies Limited, OCM Realty and Infrastructure Limited and trust (treated as subsidiary for consolidation purpose) namely OCM Engineering Products Educational society have been reviewed by their respective auditors and the same have been relied upon by the statutory auditors of the Parent Company.

1. The share of Parent Company's jointly controlled entity, Purearth Infrastructure Limited (PIL), accounted for using the equity method in the unaudited consolidated financial results for the quarter ended June 30, 2019 have been included solely based on the consolidated financial results prepared by the PIL's management.

				(Rs. in lacs)
		Year ended
	30 June 31 March		30 June	31 March
Particulars	Unaudited	Audited	Unaudited	Audited
	2019	2019	2018	2019
Revenue from operations	8,928 i	28,466	27,778	110,004
Profit!(loss) before tax	(1,155)	(868)	261	280
Net profit!(loss) after tax	(1,155)	(690)	187	200
Total comprehensive income	(1,160)	(740)	243	228
Profit before interest, depreciation
and tax (PBIDT)	(412)	686	1,902	6,479
Cash profit! (loss)	(728)	132	1,050	3,644

1. . The unaudited standalone financial results are available on the Company's website www.dcm.in. The particulars in respect of standalone results are as under:

1. The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 12 August 2019. The limited review report ofthe Statutory Auditors is being filed with the BSE Ltd and National Stock Exchange of India Ltd. For more details on the standalone results, visit Company's website www.dcm.in and Financial Results under Corporates section ofwww.nseindia.com and www.bseindia.com.

For and on behalf of the Board

/ /' ~ l I. ...;..;:;,.;:,..~ .

Chairman and Managing Director .,' " .... . ./ DIN: 00052826 ···-;(~~/·;:·:: , :.. ~..

Place: New Delhi Date: August 12, 2019

/

8 S R & Co. LLP

Chartered Accountants

Building No.10, 8th Floor, Tower-B DLF Cyber City, Phase - II Gurugram - 122002, India

Telephone: ^{+ 91} i^{24 719 1000} Fax: + 91 124 235 8613

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Tile Board of Directors of DCM Limited

• I. We have reviewed the accompanying Statement of unaudited standalone financial results of DCM Limited ("the Company") lor the quarter ended 30 June 2019 ("the Statement").
• This Statement, which is the responsibility of the Company's management and approved by the Board or Directors, has been prepared in accordance with the recognition' and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, nnd other accounting principles generally accepted in India and in cornplinncc with Regulation 33 of the Listing Regulations. Our responsibility is to issue a report on the Statement based on Our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial lnfortnation Pel/armed by the Independent Auditor ofthe Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free or material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion ..
• 1. Attention is drawn to the fact that the figures lor the 3 months ended 3) March 2019, as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up (0 the end of the third quarter of previous financial year had only beenrcviewed and not subjected to audit.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 I5 including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. Attention is invited to note 3 of the Statement that during the quarter ended 30 ^J unc 2019, the National Company Law Tribunal ("NCLT"), vide its order dated I May 2019, has approved the Scheme of Arrangement ('the Scheme') between the Company and DCM Nouvelle Limited, tor the dcmcrger of the Textile Division of the Company, on a going concern basis with effect from I April 2019 (i.e. the appointed date). Consequently, the assets and liabilities of the Textile Division of the Company have been transferred with effect from the aforesaid appointed date to DCM Nouvelle Limited at their carrying values, determined in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (lND AS) prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India.

\/ Our conclusion on the Statement is not modi lied in respect 01' tile above matter.

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HGglo:lcued ource: 5[/) rloor. t.cona Excelus Apollo Mills Compound N.M. Joshi Marg. Maholakshmi Mumbvi· 400 011

7. Material Uncertainty on Going Concern

Attention is invited to note 5 of the Statement in the Ilnnncial results, iJidic;;lfilll~ ¹¹¹¹¹¹ pI1f':511;JJlI¹⁰ approval of demerger of the Textile Division with effect from I April 2fJ I ') by tile I'hll iOII:" (:!IInpaIlY Law Tribunal, vide its order dated I May 2019, the Company's net wnrlh IIw; 1)(,:1:11 :ilIIJ:,twltl,lIly reduced. As at 30 June 2019, the net worth ofthe Company is I{~;,3,370 1;1(;;: alld file current liabiliticr exceed current assets by Rs. 7,544 lacs. The loss before depreciation and Illy. of'Ihc (:()Jllpany i:5lb. 72K lacs for the period ended 30 June 20 ^J 9. The Company is 1~lc;rig liquid; ty h',lIe:; ,ltld there an: certain delays in making the statutory dues and vendor payments. III «aditiorJ, dlll'ilW tl/(; quarter ,111<1 subsequenr to the quarter, the Company has also deliwlted on it~; :;cheauled repilyll)(~JJI I)f' loan:; a!ld Interest payments aggregating Rs, 749 lacs to a bank imd a financial in:;(i(lItiorJ. Ahov« financial position, post demerger, and the continuing losses in one ofthe remaining !J11:;iIH.::i;;<or..:;;111\; C()llIr)(lIlY indicate material uncertainty as to the Company's ability to continue w; a gOllW (;IJJICerrl, whicl: would be dependent upon realization of the Company's future: plans as indicated in the note,

Our conclusion on the Statement is no! modified in respect or the above matter.

/ f) I 2'1 XW / W -11)f)022

Place: New Delhi Date: I~ RVjV.5i ~o ¹⁹

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j '\ '1 ,!

B S R & Co. LLP

Churtorod ACCOllntllr1tfl

gUild/no No.1O.8th Floor. Iownr-B 1.1' Cvbnr City. I'hfl:Jo • II Guruornm· 122 002. Indio

Telenhone: + 91 124 719 1000 F3X: + 91 1242358613

To

The Board of' Directors of DCM Limited

• I. We have revie\vcd the accompanying Statement of unaudited consolidated financial results of DCM Limited (Hthe Parent Company") nnd its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of the net loss alief tax and total comprehensive loss of itsjoint venture It)1' the quarter ended 30 June 2019 (Hthe Statement"), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (' Listing Regulations').
• 1. This Statement, which is the responsibility ofthe Parent Company's management and approved by the Parent Company's Board 01" Directors, hns been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("lnd AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted ill India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review 0/Interim Financial in/ormation Performed by the Independent A uditor of'tlie Entity", issued by the Institute of Chartered Accountants of India, A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also per/armed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

1. The Statement includes the results of the following entities:

Subsidiaries ofDCM Limited

• DCM Textiles Limited
• DCM Data Systems Limited
• DCM Finance & Leasing Limited
• OCM Realty Investment & Consulting Limited
• OCM Tools & Dies Limited

/

• OCM Realty and Infrastructure Limited
• OCM Engineering Products Education Society

3 S R & Ca. (a partnership ';'111 with Hogistration No. BA6 12Z31 convolled into 6 S R Ilt Co. LLP I.L,mnod L'''~llIty PattnOlstlip with LLP Aogistlatio" No. AAB·81811 with effect Irom Octobor 14.2013

R.glllifOd OWes: 5th Fiool. Lodha Excerus Apollo Mills Compound N.M. Joshi Mala. Mahalakshmi Mvmbai , 400 011

Jointly controlled entity and its subsidiaries

• Purearth Infrastructure Limited, jointly controlled entity
• Kalptru Realty Private Limited, subsidiary of jointly controlled entity
• Kamayani Facility Management Private Limited, subsidiary of jointly controlled entity
• Vighanharta Estates Private Limited, subsidiary of jointly controlled entity
• 1. Attention is drawn to the fact that the fiaures for the 3 months ended J 1 March 2019, as reported . I ^b Il1 t ,.ese financial results, are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.
• 1. Attention is invited Lonote 8 which states that the financial results for the quarter ended 30 JUIlC 2019 of the Parent Company's jointly controlled entity. viz, Purcarth InJ"rastructure Limited (PI L), are included in these unaudited consol idated financial resu Its, based solely on the financial results of PIL as provided by the management, and have not been subject to review. These unaudited consolidated financial results include the Group's share of net loss (and other comprehensive income) of Rs. 122 Lacs for the quarter ended 30 June 20 I'), in respect of the aforesaid jointly controlled entity, Our opinion, in so far as it relates to the amounts and disclosures included in respect of this jointly controlled entity, is based solely ⁰¹¹ the board approved financial results provided to us.

Our conclusion on the Statement is modified in respect of the above matter.

• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 9 below and except for the possible effects of the matter described in para 6 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. Attention is invited to note 3 of the Statement that during the quarter ended 30 June 2019, the National Company Law Tribunal ("NCLT"), vide its order dated I May 2019, has approved the Scheme of Arrangement ('the Scheme') between the Parent Company and DCM Nouvelle Limited, for the dernerger of the Textile Division of the Parent Company, on a going concern basis with effect from 1 April 2019 (i.e. the appointed date). Consequently, the assets and liabilities of the Textile Division of the Parent Company have been transferred with effect from the aforesaid appointed date to DCM Nouvelle Limited at their carrying values, determined in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IN D AS) prescri bed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India.

Our conclusion on the Statement is not modified in respect of the above matter.

1. We did not review the interim financial information of 7 subsidiaries included in the Statement, whose interim financial information reflect total assets of Rs 360 L:1CS (before consolidation adjustments) as at 30 June 20 I9 and total revenues ofRs 7 Lacs (before consolidation adjusuucnts) and total net profit after tax of Rs 1 Lacs (before consolidation adjustments) for the quarter ended 30 June 2019, as considered in the consolidated unaudited financia·l results. These interi III financial information have been reviewed by other auditors whose reports have been furnished LO us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports or the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matter.

10. Material Uncertainty on Going Concern

Attention is invited to note 5 of the Statement in the financial results, indicating that pursuant to approval of demerger of the Textile Division with effect from I April 2019 by the National Company Law Tribunal, vide its order dated 1 May 2019, the Group's net worth has been substantially reduced. As at 30 June 2019, the net worth of the Group is Rs. 1,453 lacs and the current liabilities exceed current assets by Rs. 7,195 lacs. The loss before depreciation and tax of the Group is Rs. 850 lacs for the period ended 30 June 2019. The Group is facing liquidity issues and there are certain delays in making the statutory dues and vendor payments. In addition, during the quarter and subsequent to the quarter, the Group has also defaulted on its scheduled repayment ofloans and interest payments aggregating Rs. 749 lacs to a bank and a financial institution. Above financial position post demerger and the continuing losses in one of the remaining businesses of the Group indicate material uncertainty as to the Group's ability to continue as a going concern, which would be dependent upon realization of the Group's future plans as indicated in the note.

Our conclusion on the Statement is not modified in respect of the above matter.

~o19

Place: New Delhi Date: I~ f-}l.\j\1.5~

~~f

Annexure II

Information as per SEBICircular No. CIRjCFDjCMDj4j2015dated September 9, 2015read with Regulation 30 - Para A of Part A of Schedule III of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Sr. No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal death or otherwise	The Board of Directors of the Company have appointed Mr. Jitendra Tuli, Non-Executive director, as Non-Executive Independent Director of the Company for a period of five consecutive years w.e.f. August 12, 2019 upto August 11,2024, subject to the approval of the members of the Company by way of special resolution in the ensuing Annual General Meeting of the Company.
2	Date of appointment cessation (as applicable) and	The Board of Directors of the Company have appointed Mr. Jitendra Tuli, Non-Executive director, as Non-Executive Independent Director of the Company for a period of five consecutive years w.e.f. August 12,2019 upto August 11, 2024,subject to the approval of the members of the Company by way of special resolution in the ensuing Annual General Meeting of the Company.
	Term of~ppointment	Five (5) years with effect from August 12,2019 to August 11,2024
3	Brief profile	Mr. Jitendra Tuli is an editorial and communications consultant with World Health Organization, regional office for South East Asia, where he served as the Public Information Officer for Nineteen years. He has written for leading Newspapers and Magazines. He is deeply involved in the work for the less privileged ones, as trustee of Amarjyoti Charitable Trust and as founder member of Cancer Sehyog.
4	Disclosure relationship Directors (in appointment director)	Mr. Jitendra Tuli does not have any relationship financial or otherwise with the Board of Directors of the Company