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Voltas Ltd.

BSE: 500575 Sector: Engineering
NSE: VOLTAS ISIN Code: INE226A01021
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VOLUME 242940
52-Week high 1356.90
52-Week low 923.50
P/E 54.13
Mkt Cap.(Rs cr) 31,634
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 951.00
CLOSE 972.85
VOLUME 242940
52-Week high 1356.90
52-Week low 923.50
P/E 54.13
Mkt Cap.(Rs cr) 31,634
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Voltas Ltd. (VOLTAS) - Auditors Report

Company auditors report

To the Members of Voltas Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Voltas Limited (the Company) which comprise the Balance sheet as at 31 March 2022 the Statement of Profit and Loss including the statement of Other Comprehensive Income the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and notes to the standalone Ind AS financial statements including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone Ind AS financial statements give the information required by the Companies Act 2013 as amended (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 March 2022 its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs) as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements' section of our report. We are independent of the Company in accordance with the 'Code of Ethics' issued by the

Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were ofmost significance in our audit of the standalone Ind AS financial statements for the financial year ended 31 March 2022. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. For each matter below our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the standalone Ind AS financial statements section of our report including in relation to these matters. Accordingly our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures including the procedures performed to address the matters below provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit mattersHow our audit addressed the key audit matter
Revenue recognition for long term Mechanical Electrical and Plumbing (MEP) contracts
The Company's revenues include revenue from long-termOur audit procedures included the following:
Mechanical Electrical and Plumbing (MEP) contracts amounting to INR 1591.51 crores disclosed under Note 34 'revenue from contracts with customers' as construction contract revenue which are recognized over a period of time in accordance with the requirements of Ind AS 115 'Revenue from Contracts with Customers'. Due to the nature of the contracts revenue is recognized based on percentage of completion method which is determined based on proportion of contract costs incurred to date compared to estimated total contract costs which involves significant judgments including estimate of future costs revision to original estimates based on new knowledge such as delay in timelines changes in scope and consequential revised contract price and recognition of the liability for loss making contracts/ onerous obligations. Read the Company's revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115.
Accuracy of revenues onerous obligations and profits may deviate significantly on account of change in judgements and estimates. Considering the variability of assumptions involved in estimation of revenues the same has been considered as a key audit matter.  We assessed the design and tested the operating effectiveness of controls over revenue recognition through inspection of evidence of performance of these controls with specific focus on determination of progress of completion recording of costs incurred estimation of costs to complete and the remaining contract obligations.
 We performed test of details on a sample basis and evaluated management estimates and assumptions.
  We assessed management's estimates by comparing estimated cost with actual costs and discussion on the project specific considerations with the relevant project managersincluding on our project site visits. We assessed that fluctuations in commodity and currency prices delays cost overruns related to the performance of work are appropriately taken into consideration while estimating costs to come and also assessed the accounting treatment of expected loss on projects including variable consideration which is recognized in accordance with the Company's accounting policy of revenue recognition.
  We tested on sample basis contracts with low or negative margins loss making contracts contracts with significant changes in planned cost estimates and probable penalties due to delay in contract execution
  We assessed that the disclosure of revenue in accordance with IND AS 115 'Revenue from contracts with customers' are appropriately presented and disclosed in Note 52 to the standalone Ind AS financial statements.

Recoverability of and Impairment Allowance of receivables and contract assets of Electro - Mechanical projects and services segment

As at 31 March 2022 trade receivable and contract assets of Electro- mechanical projects and service segment amount to INR 1382.94 crores. Out of the total trade receivables and contract assets of Electro- mechanical projects and service segment INR 646.90 crores represent trade receivable and contract assets of international business operation. Recoverability of certain receivables and contract assets are impacted due to several factors like the customer profile delays in obtaining completion certification in certain projects due to long project tenure project disputes resulting in future claims against the Company and financial ability of the customers etc.Our audit procedures included the following :
As regards the receivable of this segment the Company follows 'simplified approach' in accordance with Ind AS 109- 'Financial Instruments for recognition of impairment loss allowance on trade receivables and contract assets. In calculating the impairment loss allowance the Company has considered its credit assessment for its customers. Owing to the long settlement period involved in a few of the government projects management also considers the likely delays involved in the settlement process as part of the impairment allowance calculation. We evaluated the Company's processes and controls relating to the monitoring of trade receivables and review of credit risks of customers.
The assessment of the impairment of such trade receivables and contract assets requires significant management judgment and hence same is considered as Key Audit Matter. We assessed the design and tested the operating effectiveness of relevant controls in relation to the process adopted by management for testing the impairment of these receivables and the contract assets.
 In respect of impairment allowance on receivable of this segment and recovery of certain trade receivable and contract assets of international business operation we tested the ageing of trade receivable and contract assets. We tested the management's assessment of the customer's financial circumstances ability to repay the dues based on historical payment trends assumption used for determining likely losses and delays in collection of trade receivables including any project disputes which may result in future claims against the Company.
 We evaluated the assumptions used by management in calculation of the expected credit loss impairment including the impact of the future uncertainties in the economic environment.
 We assessed the disclosures on the contract assets and trade receivables in Note 14 and Note 15 respectively and the related risks such as credit risk and liquidity risk in Note 50 of the standalone Ind AS financial statements.

Impairment of Investments in Universal MEP Projects & Engineering Services Limited (formerly known as Rohini Industrial Electricals Limited)

The Company has an investment of INR 294.20 crores in its wholly owned subsidiary Universal MEP Projects & Engineering Services Limited (formerly known as Rohini Industrial Electricals Limited) (UMPESL) and Impairment allowance of INR 32.57 crores as of 31 March 2022 (after considering reversal of Impairment amounting to INR 32.57 crores in March 2019). The Company performs an annual impairment assessment by comparing the carrying value to their recoverable amounts in order to determine whether any additional impairment provision/ reversal is required.Our audit procedures included the following:
For the purposes of above impairment assessment the Company engages specialists to determine value in use by discounting forecasted cash flows and considering the inherent nature of these calculations being subject to sensitivity to the inputs used for forecasting the cash flows and judgements used by management in such forecasts the assessment of impairment of investment in UMPESL was determined to be a key audit matter in our audit of the standalone Ind AS financial statements. We assessed the design and tested the operating effectiveness of relevant controls in relation to the process adopted by management for testing the impairment of Investment in UMPESL.
 We assessed the Company's valuation methodology applied in determining the recoverable amount. In making this assessment we also evaluated the objectivity and independence of Company's specialists involved in the process.
 We assessed the assumptions around the key drivers of the cash flow forecasts including projected order value and margins discount rates expected growth rates and terminal growth rates used. Further assessed the recoverable value headroom by performing sensitivity testing of key assumptions used.
 We discussed potential changes in key drivers as compared to previous year / actual performance with management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable and same are approved by UMPESL Board of Directors.
 We tested the arithmetical accuracy of the models.
 We evaluated the accounting and disclosure of investments in the standalone Ind AS financial statements of the Company.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements our responsibility is to read the other information and in doing so consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If based on the work we have performed we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position financial performance including other comprehensive income cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the standalone Ind AS financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists we are required to draw attention in our auditor's report to the related disclosures in the financial statements or if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However future events or conditions may cause the Company to cease to continue as a going concern.

 Evaluate the overall presentation structure and content of the standalone Ind AS financial statements including the disclosures and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31 2022 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 (the Order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 including the Statement of Other Comprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March 31 2022 taken on record by the Board of Directors none of the directors is disqualified as on March 31 2022 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls refer to our separate Report in Annexure 2 to this report;

(g) In our opinion the managerial remuneration for the year ended March 312022 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 44 to the standalone Ind AS financial statements;

ii. The Company has made provision as required under the applicable law or accounting standards for material foreseeable losses if any on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company

iv. (a) The management has represented that to the best of its knowledge and belief as disclosed in Note no 54(v) to the standalone financial statements no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity including foreign entities (Intermediaries) with the understanding whether recorded in writing or otherwise that the Intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of its knowledge and belief as disclosed in Note no. 54(vi) to the Standalone financial statement no funds have been received by the Company from any persons or entities including foreign entities (Funding Parties) with the understanding whether recorded in writing or otherwise that the Company shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend .

As stated in note 57 to the standalone Ind AS financial statements the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For S R B C & CO LLP

Chartered Accountants ICAI Firm

Registration Number: 324982E/E300003 per

Dolphy D'Souza

Partner Membership Number: 038730

UDIN: 22038730AILDJS6952

Place of Signature: Mumbai

Date: May 05 2022

ANNEXURE '1' REFERRED TO IN PARAGRAPH UNDER THE HEADING REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE

Voltas Limited (the company)

(i) (a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) Property Plant and Equipment have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 4 & 6 to the financial statements are held in the name of the Company except for the following: -

Description of PropertyGross Carrying value (in INR crores)Held in the name ofWhether promoter director or their relative or employeePeriod held (since)Reason for not being held in name of company also indicate if in dispute and period for which it has been held
16 Flats in Tata Colony Lallubhai Park Andheri (W) Mumbai 4000630.06Tata Services LtdGroup CompanyAugust 1965These flats are constructed on land owned by Tata Services Limited in line with arrangement amongst Tata Services Limited and Tata Group of companies (incl. Voltas Limited) Pending certain procedural aspects title to the undivided share of land relating to the flats owned by Voltas Limited has not yet been transferred in the name of Voltas Limited.
Voltas House 23 J N Heredia Marg Ballard Estate Mumbai 4000010.23Bombay Port TrustOthersJune 2017The said building was taken on lease by the Company that expired in June'17. The Company has submitted an application for renewal (in accordance with contractual right) of lease on December 15 2016.
Sanathnagar land & building Hyderabad6.32Allwyn Metal Works Ltd.Group CompanyApril 1994These properties were acquired pursuant to a scheme of amalgamation and continued to be registered in the name of amalgamating company. However the deed of merger has been registered by the Company
Building & Leasehold land- Pantnagar11.46Universal Comfort Products LimitedGroup companySeptember 2020These properties were acquired pursuant to a scheme of amalgamation and continued to be registered in the name of amalgamating company. However the deed of merger has been registered by the Company.

(d) The Company has not revalued its Property Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 312022.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year except for inventories lying with third parties. In our opinion the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. Inventories lying with third parties have been confirmed by them as at March 31 2022 and discrepancies were not noticed in respect of such confirmations.

(b) As disclosed in note 16 to the financial statements the Company has been sanctioned working capital limits in excess of INR five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the financial statements the quarterly returns/statements filed by the Company with such banks are in agreement with the books of accounts of the Company.

(iii) (a) During the year the Company has not provided loans advances in the nature of loans or provided security to companies firms Limited Liability Partnerships or any other parties. Further during the year the Company has stood guarantee to companies as follows:

ParticularsAmount (INR Crore)
Aggregate amount of guarantee provided during the year
- Subsidiaries1468.56
- Joint Ventures--
- Associates--
- Others--
Balance outstanding as at balance sheet date in respect of above cases
- Subsidiaries2115.59
- Joint Ventures75.75
- Associates--
- Others--

(b) During the year the Company has not provided security granted loan and advances in the nature of loan to companies firms Limited Liabilities Partnership or any other parties. Further during the year the investments made and guarantees provided to companies are not prejudicial to the Company's interest.

(c) The Company has not granted loans and advances in the nature of loans to companies firms Limited Liability Partnerships or any other parties. Accordingly the requirement to report on clause 3(iii)(c) (d) (e) and (f) of the Order are not applicable to the Company.

(iv) There are no loans and security in respect of which provisions of sections 185 and 186 of the Companies Act 2013 are applicable. Further investments made and guarantees provided in respect of which provisions of sections 185 and 186 of the Companies Act 2013 are applicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder to the extent applicable. Accordingly the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act 2013 related to the manufacture of engineering machinery and are of the opinion that prima facie the specified accounts and records have been made and maintained. We have not however made a detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including goods and services tax provident fund employees' state insurance income-tax cess and other statutory dues applicable to it. According to the information and explanations given to us and based on audit procedures performed by us no undisputed amounts payable in respect of these statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

(b) The dues of goods and services tax service tax custom duty excise duty value added tax cess and other statutory dues have not been deposited on account of any dispute are as follows:

Name of StatuteNature of DuesForum where case is pendingPeriod to which the Amount RelatesAmount (INR in crores)
The Central Excise Act 1944Excise DutyCustoms Excise and Service Tax Appellate Tribunal (CESTAT)2002 2009-10 to 2014-1514.07
Commissionerate1981-82 1983-84 1985-86 to 1990-91 1992-93 to 1993-94 1999-00 to 2000-01 2004-05 2009-10 2011-12 2012-134.70
Finance Act 1994Service TaxCustoms Excise and Service Tax Appellate Tribunal (CESTAT)1999-00 to 2002-03 2004-05 to 2009-10 2017-1812.03
Commissionerate2003-04 to 2015-165.10
Custom Act 1962Custom dutyCommissionerate2019-200.99
Sales Tax Act(1) Value Added Tax (2) Central Sales Tax (3) Entry Tax (including penalty and interest)Supreme Court1993-940.40
High Court1987-88 to 1991-92 1996-97 to 1998-99 2001-02 to 2005-06 2008-09 2010-11 2018-1913.53
Appellate Tribunal1986-87 1999 to 20012002 to 2014-1511.04
Appellate Revisional Board2007-08 2012-14 2015-162.63
Commissioner (Assessment)1988-89 to 1992-93 1994-95 1996-97 1999-00 to 2000-012002-031.08
Commissioner of Appeals1989-90 to 1990-91 1994-95 to 2001-02 2003-04 2005-06 to 2017-1875.66
Goods and Service Tax Act 2017Goods and Service TaxHigh Court2018-190.01
Commissioner of Appeals2018-19 to 2020-213.23

(viii) The Company has not surrendered or disclosed any transaction previously unrecorded in the books of account in the tax assessments under the Income Tax Act 1961 as income during the year. Accordingly the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) The Company did not have any term loans outstanding during the year hence the requirement to report on clause 3(ix)(c) of the Order is not applicable to the Company.

(d) On an overall examination of the financial statements of the Company no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries joint ventures or associate companies. Hence the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debtinstruments) hence the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

(b) During the year no report under sub-section (12) of section 143 of the Companies Act 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature timing and extent of audit procedures.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act 2013. Therefore the requirement to report on clause 3(xii)(a)(b)(c) of the Order are not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act 2013 where applicable and the details have been disclosed in the notes to the financial statements as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d) According to the information and explanation given to us by the management the Group has five CICs which are registered with the Reserve Bank of India and 1 CIC which is not required to be registered with the Reserve Bank of India.

(xvii) The Company has not incurred cash losses in the current and immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the financial ratios disclosed in note 58 to the financial statements ageing and expected dates of realization of financial assets and payment of financial liabilities other information accompanying the financial statements our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions nothing has come to our attention which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We however state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects there are no unspent amounts that are required to be transferred to a fund specified

in Schedule VII of the Companies Act (the Act) in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note 41 to the financial statements.

(b) There are no unspent amounts in respect of ongoing projects that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in note 41 to the financial statements.

For S R B C & CO LLP

Chartered Accountants ICAI Firm

Registration Number: 324982E/E300003 per

Dolphy D'Souza

Partner Membership Number: 038730

UDIN: 22038730AILDJS6952

Place of Signature: Mumbai

Date: May 05 2022

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF VOLTAS LIMTED

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

We have audited the internal financial controls with reference to standalone Ind AS financial statements of Voltas Limited (the Company) as of March 31 2022 in conjunction with our audit of the standalone Ind AS 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 financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013 as amended (the Act).

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing as specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these standalone Ind AS financial statements was established 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 the internal financial controls with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone Ind AS financial statements included obtaining an understanding of internal financial controls with reference to these standalone Ind AS financial statements assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based 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 whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to these standalone Ind AS financial statements.

Meaning of Internal Financial Controls with Reference to these Standalone Ind AS Financial Statements

A Company's internal financial controls with reference to standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial controls with reference to standalone Ind AS financial statements includes those policies and 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 permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition use or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone Ind AS financial statements including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls with reference to standalone Ind AS financial statements to future periods are subject to the risk that the internal financial control with reference to standalone Ind AS financial statements may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects adequate internal financial controls with reference to standalone Ind AS financial statements and such internal financial controls with reference to standalone Ind AS financial statements were operating effectively as at March 312022 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For S R B C & CO LLP

Chartered Accountants ICAI

Firm Registration Number: 324982E/E300003 per

Dolphy D'Souza

Partner Membership Number: 038730

UDIN: 22038730AILDJS6952

Place of Signature: Mumbai

Date: May 05 2022

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