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Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
BSE 11:21 | 22 Apr 69.30 -1.75
(-2.46%)
OPEN

70.25

HIGH

70.30

LOW

69.00

NSE 11:21 | 22 Apr 68.95 -2.10
(-2.96%)
OPEN

70.85

HIGH

70.85

LOW

68.80

OPEN 70.25
PREVIOUS CLOSE 71.05
VOLUME 56434
52-Week high 159.90
52-Week low 53.70
P/E 34.31
Mkt Cap.(Rs cr) 450
Buy Price 69.15
Buy Qty 33.00
Sell Price 69.30
Sell Qty 110.00
OPEN 70.25
CLOSE 71.05
VOLUME 56434
52-Week high 159.90
52-Week low 53.70
P/E 34.31
Mkt Cap.(Rs cr) 450
Buy Price 69.15
Buy Qty 33.00
Sell Price 69.30
Sell Qty 110.00

Windsor Machines Ltd. (WINDMACHIN) - Auditors Report

Company auditors report

To the Members of Windsor Machines Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of WINDSORMACHINES LIMITED (‘the Company') which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theCash flow Statement and the Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "Standalone Ind AS Financial Statements").

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Standalone Ind AS Financial Statements that give a true and fair view of the stateof affairs (financial position) profit and loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issuedthereunder. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone Ind AS Financial Statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS FinancialStatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe Standalone Ind AS Financial Statements are free from material misstatement. An auditinvolves performing procedures to obtain audit evidence about the amounts and thedisclosures in the Standalone Ind AS Financial Statements. The procedures selected dependon the auditors' judgement including the assessment of the risks of material misstatementof the Standalone Ind AS Financial Statements whether due to fraud or error.

In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the Standalone Ind AS Financial Statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the Standalone Ind ASFinancial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS Financial Statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thestate of affairs (financial position) of the Company as at 31st March 2018 its profit(financial performance including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Emphasis of Matter

We draw attention to Note 46 to the Standalone Ind AS Financial Statements regardingthe company's non-current investment in a Subsidiary company aggregating to Rs 4155.65Lacs as at 31st March 2018. The consolidated accumulated losses of such subsidiary as on31st March 2018 amounts to Rs 3020.13 Lacs. As described in the said note based on thefuture business plan growth prospects and cash flow projections of such subsidiary andstepdown subsidiary management believes that the recoverable amount is higher than thecarrying value of the Investments due to which impairment is not required. Our opinion isnot qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the Annexure "A" a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

II. 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 bestof 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 theCompany so far as it appears from our examination of those books;

(c) The Standalone Ind AS Financial Statements dealt with by this Report are inagreement with the books of account;

(d) In our opinion the aforesaid Standalone Ind AS Financial Statements read with Note2(a)(i) thereto comply with the Indian Accounting Standards specified under Section 133of the Act read with relevant rules issued thereunder;

(e) On the basis of the written representations received from the directors and takenon record by the Board of Directors none of the directors is disqualified as on 31stMarch 2018 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure "B";

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in the Standalone Ind AS financial statements as at March 31 2018. Refer Note 40to the financial statements on Contingent Liabilities;

ii. The company did not have any material foreseeable losses on long term contractsincluding derivative contracts;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company; and

iv. The disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from 8 November 2016 to 30 December 2016 whichare not relevant to these Standalone Ind AS Financial Statements. Hence reporting underthis clause is not applicable.

Other Matter

The comparative financial information of the Company for the year ended March 31 2017and the transition date opening balance sheet as at April 1 2016 included in these Ind ASfinancial statements are based on the previously issued statutory financial statementsprepared in accordance with the Companies (Accounting Standards) Rules 2006 audited bythe predecessor auditor whose report for the year ended March 31 2017 and March 31 2016dated 30th May 2017 and 25th May 2016 respectively expressed an unmodified opinion onthose financial statements as adjusted for the differences in the accounting principlesadopted by the Company on transition to the Ind AS which have been audited by us. Ouropinion is not qualified in respect of this matter.

FOR NIRAJ D. ADATIA & ASSOCIATES

Firm Registration No.: 129486W

Chartered Accountants

NIRAJ ADATIA

Partner

Membership No.: 120844

Place : Mumbai

Date : May 28 2018

ANNEXURE "A" REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT OF EVEN DATE TOTHE MEMBERS OF WINDSOR MACHINES LIMITED ON THE STANDALONE IND AS FINANCIAL STATEMENTS FORTHE YEAR ENDED 31ST MARCH 2018;

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years which inour opinion is reasonable having regard to the size of the Company and the nature of itsassets. In accordance with this programme certain fixed assets were verified during theyear and no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties recorded as fixed assets in the books ofaccounts are held in the name of the Company.

(ii) In our opinion the management has conducted physical verification of Inventory atreasonable intervals except for goods-in-transit and stocks lying with third parties. Forstocks lying with third parties at the year end written confirmations have been obtainedby the management. No material discrepancies were noticed on the aforesaid verification;

(iii) As informed the Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Act. Accordingly paragraph 3 (iii) (a) 3 (iii) (b)and 3 (iii) (c) of the Order are not applicable to the Company.

(iv) Based on information and explanation given to us in respect of the loansinvestments guarantees and securities the Company has complied with the provisions ofSections 185 and 186 of the Companies Act 2013

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the provisions of Sections 73to 76 of the Act and the rules framed there under. As per legal opinion obtained by thecompany amount outstanding of Rs 121.48 lacs from customers received prior to thecommencement of the act i.e. April 1 2014 are not considered as deposits.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the Rules made by the Central Government for the maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's products and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the cost records with aview to determine whether they are accurate or complete;

(vii) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Goods and Service Tax (GST) Sales Tax Service Tax Value Added Tax Profession TaxTax Deducted at Source duty of customs duty of excise and other material statutory duesapplicable to it however there have been slight delay in few cases/delays in depositshave not been serious. Further no undisputed amounts payable in respect thereof wereoutstanding at the yearend for a period of more than 6 months from the date they becomepayable.

(b) According to the information and explanations given to us the dues outstanding withrespect to Income tax Excise duty service tax value added tax sales tax on account ofany dispute are as follows:

Name of The Statute Nature of dues Period to which the amount relates Amount Forum where dispute is pending
(Rs In Lacs)
The Income Tax Act1961 Income Tax 1994-95 0.12 High Court
1995-96 14.33 High Court
1988-89 to 1997-98 695.68 High Court
1998-99 36.07 High Court
2011-12 1308.21 Commissioner of Income Tax (Appeals) Mumbai
Central Excise Act Excise Duty 2003-04 0.10 Assistant Commissioner of Central Excise Thane
Service Tax (Finance Act) Service Tax 2007-08 0.67 Commissioner (Appeals) Ahmedabad-III
2011-12 40.88 Customs Excise & Service Tax Appellate Tribunal Ahmedabad
Mar 2013 – Oct 2014 26.22 Additional Commissioner Ahmedabad-III
2014-15 2.79 Customs Excise & Service Tax Appellate Tribunal Ahmedabad
2014-15 1.13 Customs Excise & Service Tax Appellate Tribunal Ahmedabad
Nov 2014 – Jul 2015 20.08 Additional Commissioner Ahmedabad-III
2015-16 5.48 Additional Commissioner Ahmedabad-III
2015-16 4.50 Additional Commissioner Ahmedabad-III
2015-16 5.78 Additional Commissioner Ahmedabad-III
Gujarat Value Added Tax Act Sales Tax 2006-07 20.13 Gujarat Value Added Tax Tribunal

(viii) According to information and explanation given to us the company has notdefaulted in repayment of loans or borrowings to any financial institution or a bankduring the year and there are no dues outstanding with governments or dues todebenture-holders;

(ix) In our opinion and according to the information and explanations given to us thecompany has not raised any money by way of initial public offer or further public offerand term loans during the year. Accordingly the provisions of clause 3 (ix) of the Orderis not applicable to the Company;

(x) During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by the company or any fraud on the company by its officers or employeesnoticed or reported during the year nor have we been informed of any such instance by themanagement;

(xi) According to the information and explanations given to us the Company haspaid/provided for managerial remuneration in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Act;

(xii) In our opinion the Company is not a Nidhi company. Accordingly clause 3 (xii)of the Order is not applicable to the Company;

(xiii) According to the information and explanation given to us all transactions withthe related parties are in compliance with section 177 and 188 of the Act whereapplicable and details have been disclosed in the Standalone Ind AS Financial Statementsas required by the applicable accounting standards;

(xiv) The Company has made a preferential allotment of share warrants during the yearin compliance with the requirements of Section 42 of the Act to the extent applicable. Theamounts raised have been used for the purpose for which funds were raised;

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him duringthe year;

(xvi) The Company is not required to be registered under Section 45 IA of the ReserveBank of India Act 1934.

FOR NIRAJ D. ADATIA & ASSOCIATES

Firm Registration No.: 129486W

Chartered Accountants

NIRAJ ADATIA

Partner

Membership No.: 120844

Place : Mumbai

Date : May 28 2018

ANNEXURE "B" REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT OF EVEN DATE TOTHE MEMBERS OF WINDSOR MACHINES LIMITED ON THE STANDALONE IND AS FINANCIAL STATEMENTS FORTHE YEAR ENDED 31ST MARCH 2018;

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (the ‘Act')

We have audited the internal financial controls over financial reporting of WindsorMachines Limited ("the Company") as of March 31 2018 in conjunction with ouraudit of the Standalone Ind AS Financial Statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143 (10) of the Act to the extent applicable to an auditof internal financial controls. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risks. 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 and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that;

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion 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 2018 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 ICAI.

FOR NIRAJ D. ADATIA & ASSOCIATES

Firm Registration No.: 129486W

Chartered Accountants

NIRAJ ADATIA

Partner

Membership No.: 120844

Place : Mumbai Date : May 28 2018