To the Members of
WALCHANDNAGAR INDUSTRIES LIMITED Report on the Audit of the FinancialStatements Opinion
We have audited the accompanying financial statements of WALCHANDNAGARINDUSTRIES LIMITED ("the Company") which comprise the Balance Sheet as atMarch 312020 the Statement of Profit and loss statement of changes in equity andstatement of cash flows for the year then ended and notes to the financial statementsincluding a summary of significant accounting policies and other explanatory informationin which are included the Returns for the year ended on that date audited by theindependent auditor of the Company's division located in Ethiopia.
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity withaccounting principles generally accepted in India of the state of affairs of the Companyas at March 312020 and loss changes in equity and its cash flows for the year ended onthat date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwhereof most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
a. Expected credit loss on trade receivables is measured through lossallowance. The company has used a practical expedient by computing the expected creditloss allowance for trade receivables based on provision matrix. This area requiredsignificant attention since there was a significant amount of management estimates.
We had detailed discussion with respective business heads about themethod of estimates. We verified details of
Liquidated Damages charged by clients and total sales for the periodfrom 1st April 2016 to 31st March 2020 which were used by themanagement in their analyses of historical credit loss experience. We also verified thecontract documents correspondences with client pertaining to projects where specific lossprovisioning was made. Management estimate is based on such forward information andhistorical data to derive division-wise provisioning values.
b. Calculation for percentage completion for revenue for projectsoperating over time under IND AS 115. This area has significant quantum of estimates incalculating Cost to Complete. This area required significant attention since there was asignificant amount of estimates.
Management has prepared profitability statements for all the projectswhich are operating over time as per IND AS 115. We verified total contract values fromSigned Contract with customers total revenue billed with invoices submitted to clients.The company has adopted Input Method for arriving at percentage of completion method. Weverified total Cost incurred for each project as per books of accounts total Cost toComplete each project from Budget as reviewed by projects heads on every reporting date.It was verified that the cost for completing balance work is reviewed and revised wherevernecessary based on current scenario and future expectations.
c. IND AS 115 requires variable consideration in form of LiquidatedDamages to be recognized either by expected value or most likely value. The Company hasadopted expected value by deferring revenue against liquidated damages of all the projectsfor which contractual delivery date have expired but contractual obligation not met. Thisarea of calculation of deferred revenue due to implication of liquidated damages for theprojects required significant auditor attention since there was a significant amount ofestimation.
We had detailed discussion with respective business heads about themethod of estimates of expected Liquidated Damages. List of projects for which contractualdue date has expired and committed extent of work is not completed were reviewed. Weverified details of Liquidated Damages charged by clients and total sales for the periodfrom 1st April 2016 to 31st March 2020 which were used by themanagement in their analyses of historical experience. We also verified the contractdocuments correspondence if any with client pertaining to projects. Based on suchestimation and past experience expected Liquidated Damages were arrived at and adjustedfrom Revenue.
d. Balance confirmation of Trade payables and Trade receivables couldnot be received due to lockdown for COVID 19 pandemic. Further management has informed usto avoid call for balance confirmation in case of certain trade receivables due to thefact that they operate in sensitive areas such as nuclear defense aerospace and missileswherein the customers follow confidentiality norms from national interest point of view.
We undertook alternative procedures to verify balances of certain tradereceivables and payables on sample basis. In case of accounts receivables we examinedcorrespondences after reporting date certain sales transactions documentation near toyear end and subsequent receipts from such party. In case of accounts payable we examinedcorrespondences after reporting date certain purchases transactions documentation near toyear end and subsequent payment to such party.
Information Other than the Standalone Financial Statements andAuditor's Report Thereon
The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexures to Board's ReportBusiness Responsibility Report Corporate Governance and Shareholder's Information butdoes not include the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.
If based on the work we have performed we conclude that there is amaterial misstatement of this other information; we are required to report that fact. Wehave nothing to report in this regard.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are also responsible for overseeing thecompany's financial reporting process
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal controls.
Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Emphasis of Matter
We draw attention to the following matters in Notes to FinancialStatements:
a. Refer Note 54 which mentions about valuation of work- in-progressinventory of cancelled / put on hold orders amounting to Rs. 2194.21 Lakhs on account oforders which have been cancelled/put on hold by various clients. The Company contends thatthis stock will either be liquidated or diverted to other projects without any lossarising therefrom.
Our report is not modified in respect of this matter.
We did not audit the financial statements / information of Ethiopiadivision included in the financial statements of the Company whose financial statements /financial information reflect total assets of Rs. 407.33 lakhs and total liabilities ofRs. 353.82 lakhs as at March 31 2020 and the total revenue of Rs. 323.59 and totalexpenses of Rs. 756.44 Lakhs for the year ended on that date. The financial statements /information of this division have been audited by the independent auditor whose report hasbeen furnished to us and our opinion in so far as it relates to the amounts anddisclosures included in respect of such division is based solely on the report of suchauditor.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the Annexure A astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.
2. As required by Section 143(3) of the Act we report that:
a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books and properreturns adequate for the purpose of our audit have been received from overseas divisionnot visited by us.
c. The reports on the accounts of the overseas Ethiopia division of theCompany audited by independent auditor have been sent to us and have been properly dealtwith by us in preparing this report.
d. The Balance Sheet the Statement of Profit and loss changes inequity and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account and with the returns received from the division not visited by us.
e. In our opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
f. On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act.
g. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B".
h. With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements - Refer Note 50 to the financialstatements.
ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts.
iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.
For Jayesh Sanghrajka & Co. LLP
ICAI Firm Registration Number: 104184W/W100075
Membership Number: 107162
Date: June 26 2020
ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of WALCHANDNAGAR INDUSTRIES LIMITED ofeven date)
i. In respect of the Company's fixed assets:
(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.
(b) The Company has a program of verification to cover all the items offixed assets in a phased manner which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the program certain fixedassets were physically verified by the management during the year. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.
(c) According to the information and explanations given to us therecords examined by us and based on the examination of the conveyance deeds provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate except in respect of land Survey Nos. 317/1B 303 A/2 and 337 whose records are notavailable.
ii. The Management has conducted physical verification of inventorybetween 28/04/2020 to 30/04/2020. According to the information and explanations given tous no material discrepancies were noticed on such verification. Since our attendance wasnot possible due to lockdown restrictions we have relied upon management representationof physical verification of inventory.
iii. The Company has not granted any secured or unsecured loans tocompanies firms or other parties covered in the Register maintained under section 189 ofthe Companies Act 2013. Therefore clause 3 (iii) of the said Order is not applicable.
iv. In our opinion and according to the information and explanationsgiven to us the company doesn't have any loans investments guarantee or security towhich the provisions of section 185 and 186 of the Companies Act 2013 apply.
v. The Company has not accepted any deposits during the year to whichthe provisions of section 73 to 76 of the Companies Act 2013 and Companies (Acceptance ofdeposits) Rules 2014 apply. According to the information and explanation given to us noorder has been received from Company Law Board National Company Law Tribunal or ReserveBank of India or any court or tribunal by the Company.
vi. We have broadly reviewed the cost records maintained by the Companyspecified by the Central Government under section 148(1) of the Companies Act 2013 andare of the opinion that prima facie the prescribed cost records have been maintained. Wehave however not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete.
vii. According to the information and explanations given to us inrespect of statutory dues:
(a) The Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income Tax Goodsand Service Tax Customs Duty and other material statutory dues applicable to it with theappropriate authorities
(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income Tax Goods and Service Tax Customs Duty andother material statutory dues in arrears as at March 312020 for a period of more than sixmonths from the date they became payable.
(c) Details of dues of Income Tax Sales Tax Service Tax Excise Dutyand Value Added Tax which have not been deposited as at March 312020 on account ofdispute are given below:
|Sr. No Name of Statute ||Nature of Dues ||Amount (Rs. in Lakhs) ||Period to which amount relates ||From where the dispute is pending |
|1 Maharashtra Land Revenue Code ||NA Tax (' 20 lakhs paid under protest) ||86.61 ||1982 to 2003 ||Tehsildar Indapur |
| ||NA Tax ||16.18 || || |
| ||NA Tax ||58.58 ||1994 to 2003 || |
|2 Pune Municipal Corporation ||Municipal Taxes- Determination of Annual Rateable Value ||99.02 ||2008-09 to 2012-13 ||Court of Small Causes Pune |
|3 Central Sales Tax1956 ||The exemption from tax for transit sale under section 6(2) (b) is denied. (' 30 lakhs paid under protest) ||159.83 ||2005-06 ||Sales Tax (Appellate Tribunal) Mumbai |
|4 Maharashtra Vat Act 2002 / Central Sales Tax1956 ||Demand due to differences in the amount of "C" forms/ other miscellaneous. (Rs. 36.50 lakhs paid under protest). ||1080.53 ||2013-14 ||Commissioner (Appeals) Sales Tax- Pune |
|5 Central Sales Tax1956 ||Demand due to differences in the amount of "C" "e1""H"forms/ other miscellaneous. (Rs. 233.89 lakhs paid under protest). ||1087.02 ||2011-12 ||Joint Commissioner of Sales Tax Pune |
|6 Customs Act1962 ||Demand due to customs valuation issues ||64.50 ||July2008 till date ||Honorable High Court - Madras |
|7 Service Tax ||Demand on value addition of bought out items. (Rs.28.76 lakhs paid under protest). ||362.65 ||2006-10 ||CESTAT Kolkata |
|8 Employees Provident Fund ||EPF-Demand from EPF authorities ||50.68 ||2006-07 ||Honorable High Court - Mumbai |
|9 Service Tax ||Demand in respect of services provided (Export Services) outside India TENDAHO SUGER FACTORY Ethiopia. Rs. 50.05 lakhs paid under protest. ||1334.66 ||March 2013 to Dec.2015 ||Appellate Commissioner Pune |
|10 Central Sales Tax1956 ||Demand due to differences in the amount of "C" forms/ other miscellaneous. Rs. 29.60 lakhs paid under protest. Rs. 11.13 lakhs paid under Amnesty Scheme. ||224.93 ||2014-15 ||Appeal before The Joint Commissioner of Sales Tax Pune. Applied under Amnesty Scheme. |
|11 Central Sales Tax1956 ||Demand due to AO not considered One H Form for Rs. 307588300/-. ||918.11 ||2015-16 ||Deputy Commissioner of State Tax |
viii. To the best of our knowledge and according to the information andexplanations given to us the Company has not defaulted in repayment of any loans orborrowings from banks financial institutions and dues from debenture holders. There areno loans or borrowings from Government.
ix. The company has not raised money by way of Initial Public Offer orfurther public offer (including debt instruments) during the year. In respect of termloans taken by the Company in our opinion and according to the information andexplanations given to us the same have been applied for the purposes for which they wereraised.
x. To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanationsgiven to us the Company has paid/provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theAct.
xii. The Company is not a Nidhi Company and hence reporting underclause 3 (xii) of the Order is not applicable to the Company.
xiii. In our opinion and according to the information and explanationsgiven to us the Company is in compliance with Section 177 and 188 of the Companies Act2013 where applicable for all transactions with the related parties and
the details of related party transactions have been disclosed in thefinancial statements as required by the applicable accounting standards.
xiv. During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly paid convertible debenturesand hence reporting under clause 3 (xiv) of the Order is not applicable to the Company.
xv. In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its Directors or persons connected to its directors and hence provisions of section192 of the Companies Act 2013 are not applicable to the Company.
xvi. The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.
For Jayesh Sanghrajka & Co. LLP
ICAI Firm Registration Number: 104184W/W100075
Membership Number: 107162
Date: June 26 2020
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1(f) under 'Report on Other Legal andRegulatory Requirements' section of our report to the Members of WALCHANDNAGAR INDUSTRIESLIMITED of even date) Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")
We have audited the internal financial controls over financialreporting of WALCHANDNAGAR INDUSTRIES LIMITED ("the Company") as of March312020 in conjunction with our audit of the financial statements of the Company for theyear ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note requires that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For Jayesh Sanghrajka & Co. LLP
ICAI Firm Registration Number: 104184W/W100075
Membership Number: 107162
Date: June 26 2020