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Welspun Corp Ltd.

BSE: 532144 Sector: Metals & Mining
NSE: WELCORP ISIN Code: INE191B01025
BSE 00:00 | 30 Sep 265.05 -3.75
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OPEN 265.15
PREVIOUS CLOSE 268.80
VOLUME 101809
52-Week high 298.35
52-Week low 123.00
P/E 13.25
Mkt Cap.(Rs cr) 6,932
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 265.15
CLOSE 268.80
VOLUME 101809
52-Week high 298.35
52-Week low 123.00
P/E 13.25
Mkt Cap.(Rs cr) 6,932
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Welspun Corp Ltd. (WELCORP) - Auditors Report

Company auditors report

To the Members of Welspun Corp Limited

RepoRt on the AudIt of the stAndAlone fInAncIAl stAtements opInIon

1. We have audited the accompanying standalone financial statements ofWelspun Corp Limited

(the "Company") which comprise the standalone balance sheetas at March 31 2022 the standalone statement of profit and loss (including othercomprehensive income) the standalone statement of changes in equity and the standalonestatement of cash flows for the year then ended and notes to the standalone financialstatements including a summary of significant accounting policies and other explanatoryinformation.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the "Act") (refer Emphasis ofmatter paragraph 5 below) in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2022 and total comprehensive income (comprising ofprofit and other comprehensive income) changes in equity and its cash flows for the yearthen ended.

BAsIs foR opInIon

3. We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the "Auditors' responsibilities for the auditof the standalone financial statements" section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the standalone financial statements under the provisions of the Act 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.

emphAsIs of mAtteRs

4. We draw your attention to Note 51 to the standalone financialstatements regarding the approval of the Scheme of Arrangement between Welspun SteelLimited (the "Demerged Company" or "WSL") and the Company and theirrespective shareholders for transfer of the Demerged Undertaking (the ‘Scheme')received from the National Company Law Tribunal vide its Order dated March 16 2022 fromappointed date of April 1 2021. However the accounting treatment pursuant to the Schemehas been given effect to from the date required under Ind AS 103 - Business Combinationswhich is the beginning of the preceding period from April 1 2020. Accordingly thefigures for the year ended March 31 2021 have been restated to give effect to theaforesaid merger.

5. We draw your attention to note 51 to the standalone financialstatements regarding the accounting treatment and presentation of Cumulative RedeemablePreference shares ("CRPS") issued on March 16 2022 pursuant to the Scheme(Refer paragraph 4 above) as a financial liability in its entirety in accordance with therequirements of Ind AS 32 ‘Financial Instruments: Presentation' and Ind AS 109‘Financial Instruments'. Such accounting treatment and presentation however isnot in accordance with the provisions of section 2(64) and section 43 of the Act.

Our opinion is not modified in respect of these matters.

Key AudIt mAtteRs

6. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

Key audit matter how our audit addressed the key audit matter
Appropriateness of revenue recognition
(Refer note 1.3 and 25 to the standalone financial statements) We performed the following procedures:
The Company recognises revenue in accordance with Ind AS 115 "Revenue from Contracts with Customers". Understanding evaluating and testing the design and the operating effectiveness of controls relating to revenue recognition under Ind AS 115;
Revenue from the sale of goods is recognised at a point in time when the control has been transferred which generally coincides with terms as agreed with the customers. Testing the reconciliation of the amounts as per the sales register to the general ledger; Reading of contracts to identify significant terms of the contracts; Evaluating the contract terms to assess the timing of transfer of control to the customer and to determine whether revenue is recognised appropriately;
The above was considered to be a key audit matter since revenue is significant to the standalone financial statements and is required to be recognised in accordance with the terms of the customer contracts which involve management judgements as described above. Testing whether the revenue recognition (including procedures related to cut off) is in line with the terms of customer contracts; Testing of journal entries for revenue transactions; and Evaluating adequacy of the presentation and disclosures. Based on the above procedures no significant exceptions were noted by us in revenue recognition including those relating to presentation and disclosures as required by applicable accounting standard.
Assessment of impairment of carrying value of investments in and recoverability of loans to a subsidiary
(Refer note 6 8 and 51 financial statements) to the standalone Our procedures included the following:
The Company has investment in equity shares of Welspun Specialty Solutions Limited (‘WSSL' or ‘subsidiary') of Rs 2836.50 million as at March 31 2022. The Company has also granted loans to the subsidiary with carrying value of Rs 886.34 million as at March 31 2022. These amounts are significant to the financial statements. Understanding and evaluating the design and testing the operating effectiveness of the Company's controls over impairment assessment of investments in subsidiary and ECL model for loans and recognition of provision; In respect of assessment of carrying value of the investment in the subsidiary and recoverability of loans to the subsidiary.
Consequent to the deteriorating net worth and continued losses of the subsidiary the Company has assessed the impairment of the carrying value of the investment in subsidiary based on the market approach model (the "model"). The Company has also assessed the impairment of the carrying value of the loans based on expected credit loss model ("ECL"). (a) Understanding the operating parameters used in the ECL and assessing consistency of our understanding of parameters with those considered in the ECL;
(b) Reviewing the market prices available on independent website for model;
(c) Reviewing the information considered in the model and ECL by examining supporting documentation;
We considered this as a key audit matter due to significant management judgement involved in the above impairment models. (d) Assessing the work of the Management's external valuation expert for model including their independence and objectivity;
Key audit matter how our audit addressed the key audit matter
(e) Testing the mathematical accuracy of the model and ECL; and
(f) Reading the latest financial information available including quarterly results and audit report issued by the auditors of the subsidiary. Based on the above procedures performed we found the Management's conclusion with respect to recoverability of these amounts to be reasonable and appropriate.

otheR InfoRmAtIon

7. The Company's Board of Directors is responsible for the otherinformation. The other information comprisestheinformationincludedinManagement Discussionand Analysis Directors' Report Corporate Governance Report and BusinessResponsibility Report and Other Information in Annual Report including Annexure theretobut does not include the standalone financial statements and our auditors' reportthereon.

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 in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact.

We have nothing to report in this regard.

ResponsIBIlItIes of mAnAgement And those chARged wIth goveRnAnce foRthe stAndAlone fInAncIAl stAtements

8. The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section

133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

9. In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Company's financial reporting process.

AudItoRs' ResponsIBIlItIes foR the AudIt of the stAndAlonefInAncIAl stAtements

10. 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 auditors' 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.

11. As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professional scepticism 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 control.

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls with reference to financial statements 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 auditors' 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 auditors' report. However future events or conditionsmay cause 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.

12. 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.

13. We also provide those charged with governance with a statement thatwe have 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.

14. From the matters communicated with those charged with governancewe determine 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 auditors' report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

otheR mAtteR

15. We did not audit the comparative figures for year ended March 312021 which have been restated to include the financial information of the Demergedundertaking (referred to in Note

51 of the standalone financial statements) which reflects total assetsof Rs 7255.82 millions as at March 31 2021 net assets of Rs 5135.74 millions as atMarch 31 2021 total revenue of Rs 6504.80 millions total net profit after tax of Rs159.30 millions and total comprehensive income of

Rs 159.43 millions for the year ended March 31

2021 and cash flows (net) of Rs (0.10) millions for the year endedMarch 31 2021. The said financial information of the Demerged undertaking have beenprovided to us by the management and our opinion on the standalone financial statementsof the Company to the extent they relate to these Demerged Undertaking is based solely onsuch unaudited financial information furnished to us.

We have audited the adjustments made by the Management includingadjustments required for consistency of accounting policies arrising on account of schemeof arrangement to arrive at the restated comparative figures for year ended March 312021. Our opinion is not modified in respect of the above matter.

RepoRt on otheR legAl And RegulAtoRy RequIRements

16. 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 B a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

17. 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 havebeen kept by the Company so far as it appears from our examination of those books. (ReferEmphasis of matter paragraph 5 above)

(c) The standalone balance sheet the standalone statement of profitand loss (including other comprehensive income) the standalone statement of changes inequity and the standalone statement of cash flows dealt with by this Report are inagreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under

Section 133 of the Act.

(e) On the basis of the written representations received from thedirectors subsequent to March 31 2022 taken on record by the Board of Directors none ofthe directors is disqualified as on March 31 2022 from being appointed as a director interms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate report in "Annexure A".

(g) With respect to the other matters to be included in theAuditors' 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 accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements – Refer Note 45 to thestandalone financial statements.

ii. The Company was not required to recognise a provision as at March31 2022 under the applicable law or accounting standards as it does not have anymaterial foreseeable losses on long-term contract. The Company did not have any long-termderivative contracts as at March 31 2022.

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

iv. (a) The management has represented that to the best of itsknowledge and belief other than as disclosed in the note 56 (vii) to the standalonefinancial statements no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person(s) or entity(ies) including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of its knowledgeand belief other than as disclosed in the notes to the standalone financial statementsno funds have been received by the Company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (a) and (b) contain any materialmisstatement.

v. The dividend declared and paid during the year by the Company is incompliance with Section 123 of the Act.

18. The Company has provided for managerial remuneration in accordancewith the requisite approvals mandated by the provisions of Section 197 read with ScheduleV to the Act.

for price waterhouse chartered Accountants llp

Firm Registration Number: 012754N/N500016

neeraj sharma
Partner
Place: Mumbai Membership No. 108391
Date: May 27 2022 UDIN: 22108391AJSHPS2221

Annexure A to Independent auditors' report

Referred to in paragraph 17(f) of the Independent auditors' reportof even date to the members of welspun corp limited on the standalone financial statementsfor the year ended march 31 2022

RepoRt on the InteRnAl fInAncIAl contRols wIth RefeRence to fInAncIAlstAtements undeR clAuse (I) of suBsectIon 3 of sectIon 143 of the Act

1. We have audited the internal financial controls with reference tofinancial statements of Welspun Corp Limited (the "Company") as of March 312022 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

mAnAgement's ResponsIBIlIty foR InteRnAl fInAncIAl contRols

2. The Company's management is responsible for establishing andmaintaining 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 (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

AudItoRs' ResponsIBIlIty

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") and the Standards onAuditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditors' judgement including the assessment of the risks of materialmisstatement of the standalone financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to financial statements.

meAnIng of InteRnAl fInAncIAl contRols wIth RefeRence to fInAncIAlstAtements

6. A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of standalone financial statementsfor external purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includesthose policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assetsthat could have a material effect on the standalone financial statements.

InheRent lImItAtIons of InteRnAl fInAncIAl contRols wIth RefeRence tofInAncIAl stAtements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control controls with reference to financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

opInIon

8. In our opinion the Company has in all material respects anadequate internal financial controls system with reference to financial statements andsuch internal financial controls with reference to financial statements were operatingeffectively as at March 31 2022 based on the internal control over financial reportingcriteria established by the

Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India.

for price waterhouse chartered Accountants llp

Firm Registration Number: 012754N/N500016

neeraj sharma
Partner
Place: Mumbai Membership No. 108391
Date: May 27 2022 UDIN: 22108391AJSHPS2221

Annexure B to Independent auditors' report

Referred to in paragraph 16 of the Independent auditors' report ofeven date to the members of welspun corp limited on the standalone financial statements asof and for the year ended march 31 2022 i. (a) (A) The Company is maintaining properrecords showing full particulars including quantitative details and situation ofproperty plant and equipment (including right-of-use assets and investment properties).

(B) The Company is maintaining proper records showing full particularsof intangible assets.

(b) The property plant and equipment (including right-of-use assetsand investment properties) are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of 3 years which in our opinionis reasonable having regard to the size of the Company and the nature of its assets.Pursuant to the programme a portion of the property plant and equipment (includingright-of-use assets and investment properties) has been physically verified by theManagement during the year and no material discrepancies have been noticed on suchverification.

(c) The title deeds of all the immovable properties (other thanproperties where the Company is the lessee and the lease agreements are duly executed infavour of the lessee) as disclosed in Note 3(a) on property plant and equipment 3(b) onright-of-use assets and Note 4 on investment property to the standalone financialstatements are held in the name of the Company except for the following:

description of property gross carrying value (in InR million) held in the name of whether promoter director or their relative or employee period held - indicate range where appropriate
Freehold Land 341.81 Welspun Steel Limited No 12 - 17 years
Right of use assets 4.13 Welspun Steel Limited No 1 - 2 years
Investment properties 76.22 Welspun Steel Limited No 17 years

Reason for not being held in the name of the company: -

Title deeds are held in the name of the demerged undertaking which hasbeen merged with the Company in the current year (Refer notes 3(a) 3(b) 4 51 and 56(xi)to the standalone financial statement).

(d) The Company has chosen cost model for its property plant andequipment (including right-of -use assets) and intangible assets. Consequently thequestion of our commenting on whether the revaluation is based on the valuation by aRegistered Valuer or specifying the amount of change if the change is 10% or more in theaggregate of the net carrying value of each class of property plant and equipment(including right-of-use assets) or intangible assets does not arise.

(e) Based on the information and explanations furnished to us noproceedings have been initiated on or are pending against the Company for holding benamiproperty under the Prohibition of Benami Property Transactions Act 1988 (as amended in2016) (formerly the Benami Transactions (Prohibition) Act 1988 (45 of 1988)) and Rulesmade thereunder and therefore the question of our commenting on whether the Company hasappropriately disclosed the details in its standalone financial statements does not arise.

ii. (a) The physical verification of inventory excluding stocks withthird parties has been conducted at reasonable intervals by the Management during the yearand in our opinion the coverage and procedure of such verification by Management isappropriate.

In respect of inventory lying with third parties these havesubstantially been confirmed by them. The discrepancies noticed on physical verificationof inventory as compared to book records were not 10% or more in aggregate for each classof inventory.

(b) During the year the Company has been sanctioned working capitallimits in excess of Rs 5 crores in aggregate from banks and financial institutions onthe basis of security of current assets. The Company has filed quarterly returns orstatements with such banks and financial institutions which are in agreement with theaudited books of account (Also refer note 56(ii) to the standalone financial statements)

iii. (a) The Company has made investments in 4 companies grantedunsecured loans to 3 companies advance in nature of loans to 1 company and stood as aguarantor of 4 companies. The aggregate amount during the year and balance outstanding atthe balance sheet date with respect to such loans and guarantees are as per the tablegiven below:

( Rs in million)

guarantees loans Advance in nature of loans
Aggregate amount granted/ provided during the year
- Subsidiaries 20200.00 5871.92
- Others 499.51
Balance outstanding as a balance sheet date in respect of the above case
- Subsidiaries 16873.60 3377.12
- Others 499.51

(Also refer Note 42 to the standalone financial statements)

According to the information and explanations given to us and therecords of the Company examined by us the Company has not granted any loans securitiesguarantees to joint ventures and associates and to parties other than subsidiaries. TheCompany has not granted any advance in nature of loans to subsidiaries joint ventures andassociates and the Company has not granted any securities or advances in nature of loansto subsidiaries and accordingly reporting under this Clause to this extent is notapplicable.

(b) In respect of the aforesaid investments/ guarantees/ loans theterms and conditions under which such loans were granted/ investments were made/guaranteesprovided/ advances in nature of loans are not prejudicial to the Company's interest.According to the information and explanations given to us and the records of the Companyexamined by us the Company has not granted any securities as referred above andaccordingly reporting under this Clause to this extent is not applicable.

(c) In respect of the aforesaid loans/ advances in nature of loans theschedule of repayment of principal and payment of interest has been stipulated and theparties are repaying the principal amounts as stipulated and are also regular in paymentof interest as applicable.

(d) In respect of the aforesaid loans/advances in nature of loansthere is no amount which is overdue for more than ninety days.

(e) Following loan was granted to same party which has fallen dueduring the year and was extended -

name of the parties Aggregate amount dues extended (InR in millions) p ercentage of the aggregate to the total loans granted during the year
Welspun Wasco 35.40 0.60%
Coatings
Private Limited

According to the information and explanations given to us and therecords of the Company examined by us there were no advances in nature of loans that weregranted to same party which have fallen due during the year and were renewed/extended andaccordingly reporting under this Clause to this extent is not applicable.

Further according to the information and explanations given to us andthe records of the Company examined by us there were no loans/advances in nature of loanswhere fresh loans were granted to settle the overdue loans/advances in nature of loan andaccordingly reporting under this Clause to this extent is not applicable.

(f) The loans granted during the year including to related parties hadstipulated the scheduled repayment of principal and payment of interest and the same werenot repayable on demand.

According to the information and explanations given to us and therecords of the Company examined by us there were no advances in nature of loans that weregranted during the year to related parties and accordingly reporting under this Clauseto this extent is not applicable.

Further according to the information and explanations given to us andthe records of the Company examined by us there were no loans or advances in nature ofloans which were granted during the year to promoters and accordingly reporting underthis Clause to this extent is not applicable.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of the loans and investments made and guarantees andsecurity provided by it.

v. The Company has not accepted any deposits or amounts which aredeemed to be deposits within the meaning of Sections 73 74 75 and 76 of the Act and theRules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India theCompany is required to maintain cost records as specified under Section 148(1) of the Actin respect of its products. We have broadly reviewed the same and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained. Wehave not however made a detailed examination of the records with a view to determinewhether they are accurate or complete.

vii. (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing undisputed statutory dues in respect of provident fund professionaltax labour welfare fund and income tax though there has been a slight delay in a fewcases and is regular in depositing undisputed statutory dues including employees'state insurance sales tax service tax duty of customs duty of excise value added taxcess goods and services tax and other material statutory dues as applicable with theappropriate authorities. Also refer Note 38 to the standalone financial statementsregarding management's assessment on certain matters relating to provident fund.

(b) According to the information and explanations given to us and therecords of the Company examined by us there are no statutory dues of provident fundprofessional tax labour welfare fund employees' state insurance duty of customsand cess which have not been deposited on account of any dispute. The particulars of otherstatutory dues referred to in sub-clause (a) as at March 31 2022 which have not beendeposited on account of a dispute are as follows:

name of the statute nature of dues Amount ( Rs in millions)# period to which the amount relates forum where the dispute is pending
Central Excise Act 1944 Duty of Excise 3.38 FY 2008-2009 Commissioner (Appeals)
19.37 FY 2005-2006 to FY 2007- 2008 FY 2009-2010 and FY 2012-2013 Custom Excise Service Tax Appellate Tribunal (CESTAT)
160.68 FY 2010-2011 to FY 2013-2014 Commissioner of Central Excise & Service Tax
240.43 FY 2007-2008 to FY 2011-2012 High Court
9.77 FY 2008-09 Joint Commissioner Central Goods and Service Tax
Gujarat Sales Tax Act 1969 and Gujarat Central Sales Tax 4.26 FY 2008-2009 and FY 2009- 2010 Gujarat Value Added Tax Tribunal
Value Added Tax Act 2003
Gujarat Sales Tax Act 1969 and Gujarat Value Added Tax Act 2003 Sales Tax/ Value Added Tax 1429.30 FY 1999-2000 to FY 2003-2004 and FY 2005-2006 to FY 2012- 2013 Gujarat Value Added Tax Tribunal
1.89 FY 2005-2006 Supreme Court
1.26 FY 2013-2014 Joint Commissioner of Commercial Tax
The Service Tax under the Finance Act 1994 Service Tax 127.79 FY 2005-2006 to FY 2012-2013 Custom Excise Service Tax Appellate Tribunal (CESTAT)
29.03 FY 2012-2013 to FY 2014-2015 Commissioner (Appeals)
20.47 FY 2015-2016 Joint Commissioner of Commercial Tax
Custom Act 1962 Duty of Customs 2.19 FY 2012-2013 and FY 2013-2014 Custom Excise Service Tax Appellate Tribunal (CESTAT)
0.52 FY 2013-2014 Additional Commissioner of Customs
Income Tax Act 1961 Income Tax 10.96 AY 2014-2015 Commissioner of Income Tax (Appeals)

# Net of amounts paid under protest/lying under balance with governmentauthorities Rs 133.83 million. viii. According to the information andexplanations given to us and the records of the Company examined by us there are notransactions in the books of account that has been surrendered or disclosed as incomeduring the year in the tax assessments under the Income Tax Act 1961 that has not beenrecorded in the books of account.

ix. (a) According to the records of the Company examined by us and theinformation and explanation given to us the Company has not defaulted in repayment ofloans or other borrowings or in the payment of interest to any lender during the year.

(b) According to the information and explanations given to us and onthe basis of our audit procedures we report that the Company has not been declared WilfulDefaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanationsgiven to us the term loans (i.e. non-convertible debentures issued on private placement)have been applied for the purposes for which they were obtained. (Also refer Note 56(xiii) to the standalone financial statements)

(d) According to the information and explanations given to us and theprocedures performed by us and on an overall examination of the standalone financialstatements of the Company we report that no funds raised on short-term basis have beenused for long-term purposes by the Company.

(e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of theb Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies.

x. (a) The Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) during the year. Accordinglythe reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or privateplacement of shares or fully or partially or optionally convertible debentures during theyear. Accordingly the reporting under clause 3(x)(b) of the Order is not applicable tothe Company.

xi (a) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company noticed orreported during the year nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us a report underSection 143(12) of the Act in Form ADT-4 as prescribed under rule 13 of Companies (Auditand Auditors) Rules 2014

(as amended) was not required to be filed with the Central Government.Accordingly the reporting under clause 3(xi)(b) of the Order is not applicable to theCompany.

(c) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us the Company hasreceived whistle-blower complaints during the year which have been considered by us forany bearing on our audit and reporting

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014are not applicable to it the reporting under clause 3(xii) of the Order is not applicableto the Company.

xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the standalone financial statements asrequired under Indian Accounting Standard 24 Related Party Disclosures specified underSection 133 of the Act.

xiv. (a) In our opinion and according to the information andexplanation given to us the Company has an internal audit system commensurate with thesize and nature of its business.

(b) The reports of the Internal Auditor for theperiodunderaudithavebeenconsideredbyus.

xv. The Company has not entered into any non-cash transactions with itsdirectors or persons connected with him within the meaning of Section 192 of the Act.Accordingly the reporting on compliance with the provisions of Section 192 of the Actunder clause 3(xv) of the Order is not applicable to the Company.

xvi. (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly the reporting under clause3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial / housingfinance activities during the year. Accordingly the reporting under clause 3(xvi)(b) ofthe Order is not applicable to the Company.

(c) The Company is not a Core Investment

Company (CIC) as defined in the regulations made by the Reserve Bank ofIndia. Accordingly the reporting under clause 3(xvi)(c) of the Order is not applicable tothe Company.

(d) Based on the information and explanations provided by themanagement of the Company the Group (‘Companies in the Group' is as defined inMaster Direction - Core Investment Companies (Reserve Bank) Directions 2016 as amended)has three CICs as part of the Group as detailed in note 61 to the standalone financialstatements. We have not however separately evaluated whether the information provided bythe management is accurate and complete.

xvii. The Company has not incurred any cash losses in the financialyear or in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors duringthe year and accordingly the reporting under clause (xviii) is not applicable.

xix. According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that Company is not capable of meeting its liabilities existingat the date of balance sheet as and when they fall due within a period of one year fromthe balance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due for the year ended march 31 2022

within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

xx. (a) In respect of other than ongoing projects as at balance sheetdate the Company does not have any amount remaining unspent under Section 135(5) of theAct.

(b) In respect of ongoing projects as at balance sheet date theCompany does not have any amount remaining unspent under Section 135(5) of the Act.Accordingly reporting under this clause is not applicable.

xxi. The reporting under clause 3(xxi) of the Order is not applicablein respect of audit of standalone financial statements. Accordingly no comment in respectof the said clause has been included in this report.

for price waterhouse chartered Accountants llp

Firm Registration Number: 012754N/N500016

neeraj sharma
Partner
Place: Mumbai Membership No. 108391
Date: May 27 2022 UDIN: 22108391AJSHPS2221

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