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Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
BSE 00:00 | 14 Aug 13.05 -0.34
(-2.54%)
OPEN

13.85

HIGH

13.85

LOW

13.05

NSE 00:00 | 14 Aug 13.15 -0.25
(-1.87%)
OPEN

14.60

HIGH

14.60

LOW

13.00

OPEN 13.85
PREVIOUS CLOSE 13.39
VOLUME 1657
52-Week high 26.05
52-Week low 7.75
P/E 7.54
Mkt Cap.(Rs cr) 85
Buy Price 13.00
Buy Qty 500.00
Sell Price 13.05
Sell Qty 15.00
OPEN 13.85
CLOSE 13.39
VOLUME 1657
52-Week high 26.05
52-Week low 7.75
P/E 7.54
Mkt Cap.(Rs cr) 85
Buy Price 13.00
Buy Qty 500.00
Sell Price 13.05
Sell Qty 15.00

Windsor Machines Ltd. (WINDMACHIN) - Auditors Report

Company auditors report

To The Members of Windsor Machines Limited

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying Standalone Financial Statements ofWINDSOR MACHINES LIMITED (‘the Company') which comprise the Balance Sheet as at31st March 2019 the Statement of Profit and Loss (including Other Comprehensive Income)the Cash flow Statement and the Statement of Changes in Equity for the year then ended anda summary of the significant accounting policies and other explanatory information.

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') in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India including Indian Accounting Standards (‘IND AS')specified under Section 133 of the Act of the state of affairs (financial position) ofthe Company as at 31st March 2019 and its loss (financial performance including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.

Basis for Opinion

3. 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

4. Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

5. We have determined the matters described below to be the key auditmatters to be communicated in our report :

Key Audit Matter How our audit addressed the key audit matter
Diminution in Value of investments in Subsidiary:- Our procedures included but were not limited to the following:-
Refer Note 45 to the accompanying Standalone Financial Statements As at 31st March 2019 the carrying amount of investment in Equity Shares of a foreign subsidiary viz. Wintech B.V is Rs. Nil (net of provision for diminution in the value of investment of Rs. 647.75 lakhs). Further the Company has also invested in preference share capital of the said subsidiary the carrying amount of which as at 31st March 2019 is Rs. 270.72 lakhs. (net of provision for diminution in the value of investment of Rs. 3603.76 lakhs). The accumulated consolidated losses of subsidiary along with its step-down subsidiary Wintal Machines SRL as on 31st March 2019 are Rs. 4251.51 lakhs. Management has considered that the consolidated losses suffered by the subsidiary indicates possible diminution in the carrying value of investment. Based on management's future plan of restructuring / dissolving subsidiary and running the business of step- down subsidiary Wintal Machines SRL as division of the company it has performed an impairment assessment and accordingly the carrying value of the investment has been reduced / written down by Rs. 4251.51 lakhs in the current year. • Obtained an understanding of management's process and evaluated design and tested operating effectiveness of the controls around identification of indicators for diminution in Investment value
• Obtained audited financial statements of Subsidiary and Step-down subsidiary to verify amounts of losses for the year and accumulated losses till 31st March 2019.
• Obtained an understanding of management's future plan with respect to restructuring/ dissolution of subsidiary and enquired about process already initiated
• Assessed the appropriateness of methodology used by the management to estimate the amount of diminution in the value of investment in the subsidiary
• Based on our procedure we also considered adequacy of disclosures in respect of investment in the said subsidiary in the notes to the standalone financial statements
Considering the materiality of the amounts involved the significant management judgement required in estimating the quantum of diminution in the value of investment and such estimates and judgements being inherently subjective this matter has been identified as a key audit matter for the current year audit.

Information other than the Financial Statements and Auditor'sReport thereon

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

Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibility of Management and those charged with Governance for theStandalone Financial Statements

7. The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these Standalone Financial Statements that give a true and fair view ofthe state of affairs (financial position) profit and loss (financial performanceincluding other comprehensive income) changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read withrelevant rules issued thereunder. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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.

8. In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility

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

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

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand 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 thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the 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 conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 financialstatements of the current period and are therefore the key audit matters. We describethese 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.

Report on Other Legal and Regulatory Requirements

15. As required by Section 197(16) of the Act we report that theCompany has paid remuneration to its directors during the year in accordance with theprovisions of and limits laid down under Section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of section143(11) of the Act we give in the Annexure "A" 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 have been kept bythe Company so far as it appears from our examination of those books; (c) The StandaloneFinancial Statements dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid Standalone Financial Statementscomply with the Indian Accounting Standards specified under Section 133 of the Act readwith relevant rules issued thereunder;

(e) On the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a Director in terms of Section164 (2) of the Act;

(f) We have also audited the internal financial controls over financialreporting (IFCoFR) of the Company as on 31st March 2019 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date and ourreport as per Annexure B expressed an unmodified opinion;

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

i. The Company has disclosed the impact of pending litigations on itsfinancial position in the Standalone financial statements as at March 31 2019

ii. The company did not have any material foreseeable losses on longterm contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended March 312019; and iv. the disclosure requirements relating to holdings as well as dealings inspecified bank notes were applicable for the period from 8th November 2016 to 30thDecember 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

FOR NIRAJ D. ADATIA & ASSOCIATES

Firm Registration No.: 129486W

Chartered Accountants

NIRAJ ADATIA

Partner

Membership No.: 120844

Place : Mumbai

Date : May 27 2019

ANNEXURE "A" REFERRED TO IN OUR INDEPENDENT AUDITORS REPORTOF EVEN DATE TO THE MEMBERS OF WINDSOR MACHINES LIMITED ON THE STANDALONE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH 2019;

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of itsfixed assets by which fixed assets are verified in a phased manner over a period of threeyears which in our opinion is reasonable having regard to the size of the Company and thenature of its assets. In accordance with this programme certain fixed assets wereverified during the year and no material discrepancies were noticed on such verification.

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

(ii) In our opinion the management has conducted physical verificationof Inventory at reasonable intervals except for goods-in-transit and stocks lying withthird parties. For stocks lying with third parties at the year end written confirmationshave been obtained by the management. No material discrepancies were noticed on theaforesaid verification;

(iii) As informed the Company has not granted any loans secured orunsecured to companies firms Limited Liability Partnerships or other parties covered inthe register maintained 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 theloans investments guarantees and securities the Company has complied with theprovisions of Sections 185 and 186 of the Companies Act 2013

(v) In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public within theprovisions of Sections 73 to 76 of the Act and the rules framed there under. As per legalopinion obtained by the company amount outstanding of र 87.98 lacs from customersreceived prior to the commencement of the act i.e. April 1 2014 are not considered asdeposits.

Further as per legal opinion obtained by the company advance fromcustomers which are companies amounting to र 22.02 Lacs and advance from customerswhich are foreign entities amounting to र 56.38 Lacs both received after 1stApril 2014 and outstanding as on 31st March 2019 for a period exceeding 365 days areconsidered as exempt depositunder section 73 and other relevant provisions of theCompanies Act 2013 read with rules made thereunder.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the Rules made by the Central Government for the maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company'sproducts and are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained. However we have not made a detailed examination of thecost records with a view to determine whether they are accurate or complete;

(vii) (a) The Company is generally regular in depositing withappropriate authorities undisputed statutory dues including Provident FundEmployees' State Insurance Income Tax Goods and Service Tax (GST) Sales TaxService Tax Value Added Tax Profession Tax Tax Deducted at Source duty of customsduty of excise and other material statutory dues applicable to it however there havebeen slight delay in few cases / delays in deposit have not been serious. The statutorydues outstanding including Interest as at the Balance Sheet date for a period exceedingsix months from the date they became payable are र 482.73 Lakhs pertaining to Incometax and interest accrued thereon;

(b) According to the information and explanations given to us the duesoutstanding with respect to Income tax Excise duty service tax value added tax salestax on account of any dispute are as follows:

Name of The Statute Nature of dues Period to which the amount relates Amount (र in lacs) Forum where dispute is pending
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 2011-12 44.52 Customs Excise & Service Tax
Appellate Tribunal Ahmedabad
Mar 2013 - Oct 2014 26.22 Addition 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 Addition Commissioner Ahmedabad-III
2015-16 5.48 Addition Commissioner Ahmedabad-III
2015-16 5.78 Addition 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 companyhas not defaulted in repayment of loans or borrowings to any financial institution or abank during the year and there are no dues outstanding with governments or dues todebenture-holders;

(ix) In our opinion and according to the information and explanationsgiven to us the company has not raised any money by way of initial public offer orfurther public offer and term loans during the year. Accordingly the provisions of clause3 (ix) of the Order is not applicable to the Company;

(x) 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 fraud by the company or any fraud on the company by its officers oremployees noticed or reported during the year nor have we been informed of any suchinstance by the management;

(xi) According to the information and explanations given to us theCompany has paid/provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act;

(xii) In our opinion the Company is not a Nidhi company. Accordinglyclause 3

(xii) of the Order is not applicable to the Company;

(xiii) According to the information and explanation given to us alltransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and details have been disclosed in the Standalone FinancialStatements as required by the applicable accounting standards;

(xiv) The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.Accordingly the provision of clause 3(xiv) of the Order are not applicable to theCompany;

(xv) According to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith him during the year;

(xvi) The Company is not required to be registered under Section 45 IAof the Reserve Bank 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 27 2019

ANNEXURE "B" REFERRED TO IN OUR INDEPENDENT AUDITORS'REPORT OF EVEN DATE TO THE MEMBERS OF WINDSOR MACHINES LIMITED ON THE STANDALONE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH 2019.

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

We have audited the internal financial controls over financialreporting of Windsor Machines Limited ("the Company") as of March 31 2019 inconjunction with our audit of the Standalone Financial Statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

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 the 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

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143 (10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 risks.The procedures selected depend on the auditor's judgement including the assessmentof the risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting isa process 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 controlover financial reporting includes those 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 financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company;and

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

Inherent Limitations of Internal Financial Controls over FinancialReporting

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 conditions orthat the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2019 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal 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 27 2019