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Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
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VOLUME 11082
52-Week high 44.60
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OPEN 43.05
CLOSE 42.05
VOLUME 11082
52-Week high 44.60
52-Week low 11.40
P/E
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 of WINDSOR MACHINESLIMITED ('the Company') which comprise the Balance Sheet as at 31st March 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash flowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Financial Statements give the information requiredby the Companies Act 2013 (the 'Act') in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India includingIndian Accounting Standards ('IND AS') specified under Section 133 of the Act of thestate of affairs (financial position) of the Company as at 31st March 2020 and its loss(financial performance including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the "Auditor's Responsibilities for the Audit ofthe Financial Statements" section of our report. We are independent of the Company inaccordance 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.

Emphasis of Matter

4. We draw attention to : a. Note 44 to the financial statements regardinginter-corporate loan given by the company amounting to Rs.

6706 lakhs in earlier year on which interest for the year ended March 2020 amounting toRs.1031.27 lakhs is past due. Accordingly based on its estimate the company has providedRs.1856.62 lakhs as Expected Credit loss the outcome of which is dependent on the timingand final realization of the value of the security. Our opinion is not modified in respectof this matter. b. Note 45 to the financial statements regarding capital advance given bythe company in earlier year in relation to development of its immovable property. In viewof the pending commercial negotiation with the contractor the company has estimated aprovision of Rs. 300 lakhs as probable compensation however the outcome of negotiation isdependent on final future settlement. Our opinion is not modified in respect of thismatter. c. Note 43 to the financial statements which describes the effects ofuncertainties relating to Covid-19 pandemic outbreak on the Company's operations andmanagement's evaluation of its impact on the accompanying statement as at 31st March2020 the impact of which is dependent on future developments. Our opinion is not modifiedin respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that in our professional judgement were ofmost significance in our audit of the standalone financial statements of the currentperiod. These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

6. We have determined the matter described below to be the key audit matter to becommunicated in our report.

Key Audit Matter How our audit addressed the key audit matter
Assessment of indication of impairment and the recoverable amount of loan: Our procedures included but were not limited to the following:-
Refer Note 44 to the financial statements and para 4a under Emphasis of Matter above The aforesaid loan is carried at cost less provision for impairment / expected credit loss (ECL). We tested the design of key controls and operating effectiveness of the relevant key controls around the review of the assessment of impairment of such loan.
The ECL in respect of such loan represents management's estimate and judgment of the loss allowance based on the information available with the Management. We reviewed supporting documentation correspondence and the valuation report of the security obtained by the management to estimate the realizable value.
We have identified impairment of loan as a key audit matter because of the significance of its carrying amounts in the standalone financial statements and significant judgments required by management (i) to identify whether any impairment indicators existed for such loan during the year; We assessed the reasonability of other key assumption like timing of realization of security and effective interest rate used as discount rate for calculating present value of expected future cash flows.
(ii) to determine the appropriate impairment approach (iii) to select key assumptions to be adopted including estimating future cash flows from realization of security timing of expected future cash flows and discount rates. We evaluated management's sensitivity analysis around the key assumptions to determine if any reasonably possible changes to key assumptions would impact the recoverable amounts.
We tested the methodology applied in credit loss provision calculation and compared it to the requirements of Ind AS 109 - Financial Instruments.
We also read the minutes with respect to the deliberations held in the Audit Committee of the Board and the Board Meetings with respect to the recoverability of such loan.
We also evaluated the appropriateness of the disclosure in the financial statements and assessed the completeness and mathematical accuracy.

Information other than the Financial Statements and Auditor's Report thereon

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

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

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibility of Management and those charged with Governance for the StandaloneFinancial Statements

8. 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 Financial Statements that give a true and fair view of the state ofaffairs (financial position) profit and loss (financial performance including othercomprehensive income) changes in equity and cash flows 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 Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

9. In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

10. Those Board of Directors are also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibility

11. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

12. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

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

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

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

14. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

15. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

16. As required by Section 197(16) of the Act based on our audit 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.

17. 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 3 and 4of the Order to the extent applicable.

18. Further to our comments in Annexure A as required by Section 143(3) of the Actbased on our audit 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 Financial Statements dealt with by this Report are in agreement withthe books of account;

(d) In our opinion the aforesaid Standalone Financial Statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with relevantrules 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 2020 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting;

(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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in the Standalone financial statements as at March 31 2020;

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 during the year ended March 31 2020; 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 financial statements. Hence reporting under thisclause is not applicable.

FOR NIRAJ D. ADATIA & ASSOCIATES
Firm Registration No.: 129486W
Chartered Accountants
NIRAJ ADATIA
Partner
Membership No.: 120844
UDIN : 20120844AAAAAH9220
Place : Mumbai
Date : July 31 2020

ANNEXURE "A" REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT OF EVEN DATE TOTHE MEMBERS OF WINDSOR MACHINES LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THEYEAR ENDED 31ST MARCH 2020;

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 fullparticulars including quantitative 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 ` 78.92 lacs from customers received prior to thecommencement of the Act i.e. April 1 2014 are not considered as deposits.

Further as per legal opinion obtained by the company advance from customers which arecompanies amounting to

` 27.43 Lacs and advance from customers which are foreign entities amounting to `35.12 Lacs both received after 1st April 2014 and outstanding as on 31st March 2020 fora period exceeding 365 days are considered as exempt deposit under section 73 and otherrelevant provisions of the Companies Act 2013 read with rules made thereunder.

(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 isgenerally regular in depositing with appropriate authorities undisputed statutory duesincluding Provident Fund Employees' State Insurance Goods and Service Tax (GST) SalesTax Service Tax Value Added Tax Profession Tax Tax Deducted at Source duty ofcustoms duty of excise and other material statutory dues applicable to it however therehave been slight delay in few cases whereas delay in deposit have not been serious; (b)The undisputed statutory dues outstanding including Interest as at the Balance Sheet datefor a period exceeding six months from the date they became payable are ` 943.08 Lakhspertaining to advance income tax Income tax and interest accrued thereon; (c) Accordingto the information and explanations given to us the dues outstanding with respect toIncome tax Excise duty service tax value added tax sales tax on account of anydispute are as follows:

Name of The Statute Nature of dues Period to which the amount relates Amount (` in lacs) Forum where dispute is pending
The Income Income Tax 1994-95 0.12 High Court
Tax Act 1961 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 Service Tax 2011-12 48.16 High Court
(Finance Act) Mar 2013 – Oct 2014 26.22 Addition Commissioner Ahmedabad-III
Nov 2014 – Jul 2015 20.08 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
Customs Act 1962 Customs Duty Dec 2017 – Aug 2018 8.82 Additional Commissioner of Custom Mumbai Zone-I

(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 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 ourexamination of the books and records of the company carried out in accordance with thegenerally accepted auditing practices in India and according to the information andexplanations given to us we have neither come across any instance of fraud by the companyor any fraud on the company by its officers or employees noticed or reported during theyear nor have we been informed of any such instance by the management; (xi) According tothe information and explanations given to us the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act; (xii) In our opinion the Company is not aNidhi 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 with therelated parties are in compliance with section 177 and 188 of the Act where applicableand details have been disclosed in the Standalone Financial Statements as required by theapplicable accounting standards; (xiv) The Company has not made any preferential allotmentor private placement 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 the Company hasnot entered into any non-cash transactions with directors or persons connected with himduring the year; (xvi) The Company is not required to be registered under Section 45 IA ofthe Reserve Bank of India Act 1934.

FOR NIRAJ D. ADATIA & ASSOCIATES
Firm Registration No.: 129486W
Chartered Accountants
NIRAJ ADATIA
Partner
Membership No.: 120844
UDIN : 20120844AAAAAH9220
Place : Mumbai
Date : July 31 2020

ANNEXURE "B" REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT OF EVEN DATE TOTHE MEMBERS OF WINDSOR MACHINES LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THEYEAR ENDED 31ST MARCH 2020; Report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 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 2020 in conjunction with ouraudit of the Standalone Financial Statements of the Company for the year ended on thatdate.

Responsibility of Management and Those Charged with Governance for Internal FinancialControls

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 for the Audit of the Internal Financial Controls withReference to Financial Statements

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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

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 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

FOR NIRAJ D. ADATIA & ASSOCIATES

Firm Registration No.: 129486W Chartered Accountants

NIRAJ ADATIA

Partner

Membership No.: 120844

UDIN : 20120844AAAAAH9220

Place : Mumbai Date : July 31 2020

INDEPENDENT AUDITOR'S REPORT

To The Members of Windsor Machines Limited

Report on the Audit of Consolidated Financial Statements Opinion

1. We have audited the accompanying Consolidated Financial Statements of WindsorMachines Limited ('the Holding Company') and its subsidiaries (the Holding Company and itssubsidiaries together referred to as 'the Group') as listed in Annexure- A which comprisethe Consolidated Balance Sheet as at March 31 2020 the Consolidated Statement of Profitand Loss (including Other Comprehensive Income) the Consolidated Cash Flow Statement andthe Consolidated Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the Consolidated Financial Statements").

2. In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of the report of the other auditor on separatefinancial statements and on the other financial information of a subsidiaries theaforesaid Consolidated Financial Statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the consolidated state of affairs of the Groupas at March 31 2020 and their consolidated loss (including other comprehensive income)their consolidated cash flows and consolidated changes in equity for the year ended onthat date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Consolidated FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained and the audit evidence obtained bythe other auditor in terms of their reports referred to in the paragraph 16 and 17 of theOther Matters paragraph below is sufficient and appropriate to provide a basis for ouropinion.

Emphasis of Matter

4. Attention is invited to : a. Note 47 to the consolidated financial statementsregarding inter-corporate loans given by the company amounting to ` 6706 lakhs in earlieryear on which interest for the year ended March 2020 amounting to `1031.27 lakhs is pastdue. Accordingly based on its estimate the company has provided `1856.62 lakhs asExpected Credit loss the outcome of which is dependent on the timing and finalrealization of the value of the security. Our opinion is not modified in respect of thismatter. b. Note 48 to the consolidated financial statements regarding capital advancegiven by the company in earlier year in relation to development of its immovable property.In view of the pending commercial negotiation with the contractor the company hasestimated a provision of ` 300 lakhs as probable compensation however the outcome ofnegotiation is dependent on final future settlement. Our opinion is not modified inrespect of this matter. c. Note 46 to the consolidated financial statements whichdescribes the effects of uncertainties relating to Covid-19 pandemic outbreak on theGroup's operations and management's evaluation of its impact on the consolidated financialstatement as at 31 March 2020 the impact of which is dependent on future developments.Our opinion is not modified in respect of this matter.

Key Audit matters

5. Key audit matters are those matters that in our professional judgment and based onthe consideration of the report of the other auditor on separate financial statements andon the other financial information of the subsidiaries were of most significance in ouraudit of the consolidated financial statements of the current period. These matters wereaddressed in the context of our audit of the consolidated financial statements as a wholeand in forming our opinion thereon and we do not provide a separate opinion on thesematters.

6. We have determined the matters described below to be the key audit matters to becommunicated in our report.

Key Audit Matter How our audit addressed the key audit matter
Assessment of indication of impairment and the recoverable amount of loan: Our procedures included but were not limited to the following:-
Refer Note 47 to the consolidated financial statements and para 4a under Emphasis of Matter above We tested the design of key controls and operating effectiveness of the relevant key controls around the review of the assessment of impairment of such loan.
The aforesaid loan is carried at cost less provision for impairment / expected credit loss (ECL). We reviewed supporting documentation correspondence and the valuation report of the security obtained by the management to estimate the realizable value.
The ECL in respect of such loan represents management's best estimate and judgment of the loss allowance based on the information available with the Management. We assessed the reasonability of other key assumption like timing of realization of security and effective interest rate used as discount rate for calculating present value of expected future cash flows.
We have identified impairment of loan as a key audit matter because of the significance of its carrying amounts in the standalone financial statements and significant judgments required by management (i) to identify whether any impairment indicators existed for such loan during the year; We evaluated management's sensitivity analysis around the key assumptions to determine if any reasonably possible changes to key assumptions would impact the recoverable amounts.
(ii) to determine the appropriate impairment approach (iii) to select key assumptions to be adopted including estimating future cash flows from realization of security timing of expected future cash flows and discount rates. We tested the methodology applied in credit loss provision calculation and compared it to the requirements of Ind AS 109 - Financial Instruments.
We also read the minutes with respect to the deliberations held in the Audit Committee of the Board and the Board Meetings with respect to the recoverability of such loan.
We also evaluated the appropriateness of the disclosure in the financial statements and assessed the completeness and mathematical accuracy.

Information other than the Consolidated Financial Statements and Auditor's Reportthereon

7. The Holding Company's Board of Directors is responsible for the other information.The other information comprises the information included in the Annual Report but doesnot include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated 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 consolidated financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the consolidated 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 inthis regard.

Responsibility of the management and those charged with governance for the ConsolidatedFinancial Statements

8. The Holding Company's Board of Directors is responsible for the matters stated inSection 134(5) of the Act with respect to the preparation of these consolidated financialstatements that give a true and fair view of the consolidated state of affairs(consolidated financial position) consolidated loss (consolidated financial performanceincluding other comprehensive income) consolidated changes in equity and consolidatedcash flows of the Group in accordance with the accounting principles generally accepted inIndia including the Ind AS specified under Section 133 of the Act. The Holding Company'sBoard of Directors is also responsible for ensuring accuracy of records includingfinancial information considered necessary for the preparation of consolidated financialstatements.

Further in terms of the provisions of the Act the respective Board of Directors/management of the companies included in the Group are responsible for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets and 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 financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error. These financial statements have been used forthe purpose of preparation of the consolidated financial statements by the Directors ofthe Holding Company as aforesaid.

9. In preparing the consolidated financial statements the Management and therespective Board of Directors of the companies included in the Group are responsible forassessing the ability of each company to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the respective Board of Directors either intends to liquidate thecompany or to cease operations or has no realistic alternative but to do so.

10. The respective Board of Directors of the companies included in the Group isresponsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the consolidatedfinancial 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. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a material misstatement when it exists.

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 consolidated financial statements.

12. As part of an audit in accordance with Standards on Auditing we exerciseprofessional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidatedfinancial 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 the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the holdingcompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Group'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe consolidated financial statements or if such disclosures are inadequate to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However future events or conditions may cause the Group to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the consolidatedfinancial statements including the disclosures and whether the consolidated financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

• Obtain sufficient appropriate audit evidence regarding the financial statementsof the entities within the Group to express an opinion on the consolidated financialstatements. We are responsible for the direction supervision and performance of the auditof financial information of such entities included in the consolidated financialstatements of which we are the independent auditors. For the entity included in theconsolidated financial statements which have been audited by other auditor such otherauditor remain responsible for the direction supervision and performance of the auditscarried out by them. We remain solely responsible for our audit opinion.

13. We communicate with those charged with governance of the Holding Company 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.

14. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

15. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the consolidated 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 public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matters

16. We did not audit the financial statements of a subsidiary (Joint venture up to 26thJune 2019) whose financial statements (before eliminating inter-company balances)reflect total assets of ` 1998.09 Lakhs and total revenue of Nil for the year ended March31 2020 as considered in the financial statements. These financial statements have beenaudited by other auditor whose report have been furnished to us by the management. Ouropinion on the consolidated financial statements in so far as it relates to the amountsand disclosures included in respect of this subsidiary and our report in terms ofsub-section (3) of Section 143 of the Act in so far as it relates to the aforesaidsubsidiary is based solely on the audit report of such other auditor.

17. The Consolidated financial statements also includes financial information (beforeeliminating inter-company balances) reflecting total assets of ` 4234.48 Lakhs and totalrevenue of ` 4128.36 Lakhs for the year ended March 31 2020 relating to a foreignsubsidiary (Step Down Subsidiary Up to 26th June 2019 ) whose financials information hasbeen prepared in accordance with accounting principles generally accepted in Italy. TheHolding Company's Management has converted the financial information of such subsidiarylocated outside India from accounting principles generally accepted in Italy to accountingprinciples generally accepted in India. We have audited these conversion adjustments madeby the Holding Company's management. Our opinion on the consolidated financial statementsin so far as it relates to the balances and affairs of such subsidiary located outsideIndia is based on the conversion adjustments prepared by the management of the HoldingCompany and audited by us.

Our opinion above on the Consolidated Financial Statements and our report on OtherLegal and Regulatory Requirements below is not modified in respect of the above matterswith respect to our reliance on the work done and the report of the other auditor and theconverted financial information of subsidiary located outside India as certified by themanagement.

Report on Other Legal and Regulatory Requirements

18. As required by Section 197(16) of the Act we report that the Holding Company haspaid remuneration to its directors during the year in accordance with the provisions ofand limits laid down under Section 197 read with

Schedule V to the Act. We report that the provisions of Section 197 read with ScheduleV to the Act are not applicable to a subsidiary being a foreign entity. Further we reportthat the provisions of Section 197 read with Schedule V to the Act are not applicable toanother subsidiary since it is not a public company as defined under section 2(71) of theAct.

19. As required by Section 143(3) of the Act based on our audit and on theconsideration of report of the other auditor on separate financial statements and theother financial information of subsidiary we report to the extent applicable that: a.We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit of the aforesaidConsolidated Financial Statements; b. In our opinion proper books of account as requiredby law relating to preparation of the consolidated financial statements have been kept sofar as it appears from our examination of those books and report of the other auditor; c.The Consolidated Financial Statements dealt with by this Report are in agreement with therelevant books of account maintained for the purpose of preparation of the ConsolidatedFinancial Statements; d. In our opinion the aforesaid Consolidated Financial Statementscomply with IND AS specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended; e. On the basis of the writtenrepresentations received from the directors of the Holding Company and taken on record bythe Board of Directors of the Holding Company and the report of the statutory auditor ofits subsidiary company none of the directors of the Group Companies incorporated inIndia are disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act; f. With respect to the adequacy and the operatingeffectiveness of the internal financial controls over financial reporting with referenceto the Financial Statements of the Holding Company and its subsidiary company incorporatedin India refer to our separate Report in "Annexure B" to this report; g. Withrespect to the other matters to be included in the Auditors' Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules 2014 (as amended) in our opinion andto the best of our information and according to the explanations given to us and based onthe consideration of the report of the other auditor on separate financial statements andalso the other financial information of the subsidiary as noted in 'Other Matters'paragraph: i) the Consolidated Financial Statements disclose the impact of pendinglitigations on the consolidated financial position of the Group as at March 31 2020. ii)the group did not have any material foreseeable losses on long term contracts includingderivative contracts; iii) there were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Company; and iv) the disclosurerequirements relating to holdings as well as dealings in specified bank notes wereapplicable for the period from 8 November 2016 to 30 December 2016 which are not relevantto these consolidated financial statements. Hence reporting under this clause is notapplicable.

FOR NIRAJ D. ADATIA & ASSOCIATES
Firm Registration No.: 129486W
Chartered Accountants
NIRAJ ADATIA
Partner
Membership No.: 120844
UDIN : 20120844AAAAAI1499
Place : Mumbai
Date : July 31 2020

ANNEXURE "A " REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT OF EVEN DATE TOTHE MEMBERS OF WINDSOR MACHINES LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THEYEAR ENDED MARCH 31 2020; List of entities included in the Statement

Sr. No. Name of the Entity Relationship
1 Wintech B.V. Wholly owned subsidiary (Up to June 26 2019)
2 Wintal Machines S.R.L. Wholly owned Subsidiary
(With effect from June 5 2019)
3 R Cube Energy Storage Systems Private Limited Subsidiary (With effect from June 27 2019)

ANNEXURE "B " REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT OF EVEN DATE TOTHE MEMBERS OF WINDSOR MACHINES LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THEYEAR ENDED MARCH 31 2020;

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

In conjunction with our audit of the Consolidated Financial Statements of WindsorMachines Limited as of and for the year ended March 31 2020 we have audited the internalfinancial controls over financial reporting of Windsor Machines Limited (hereinafterreferred to as the "Holding Company") and its subsidiary company incorporatedin India as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company its subsidiary which iscompany incorporated in India are responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Holding Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to the respectivecompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the internal financial controls withreference to financial statements of Holding Company and its subsidiary companyincorporated in India based on our audit. We conducted our audit in accordance with theGuidance Note and the Standards on Auditing both issued by Institute of CharteredAccountants of India and deemed to be prescribed under Section 143(10) of the Act to theextent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting with reference to these Consolidated Financial Statements 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 with reference to theseConsolidated Financial Statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting with reference to these ConsolidatedFinancial Statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditors' judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained bythe other auditor in terms of their reports referred to in the Other Matter paragraphbelow is sufficient and appropriate to provide a basis for our audit opinion on theinternal financial controls system over financial reporting with reference to theseConsolidated Financial Statements.

Meaning of internal financial controls over financial reporting with reference to theseconsolidated financial statements

A company's internal financial control over financial reporting with reference to theseConsolidated Financial Statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these Consolidated Financial Statements includes those policies and procedures that :i. pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Company; ii. providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and iii. provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the financialstatements.

Inherent limitations of internal financial controls over financial reporting withreference to these consolidated financial statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these Consolidated Financial Statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these Consolidated Financial Statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to theseConsolidated Financial Statements may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us and based on the consideration of report of other auditor as referred to in OtherMatter paragraph below the Holding Company and its subsidiary company incorporated inIndia have in all material respects adequate internal financial controls over financialreporting with reference to the Financial Statements and such controls were operatingeffectively as at March 31 2020 based on the internal control over financial reportingcriteria established by the Holding Company and its subsidiary company incorporated inIndia as aforesaid considering the essential components of internal control stated in theGuidance Note issued by the Institute of Chartered Accountants of India.

Other Matter

We did not audit the internal financial controls with reference to financial statementsin so far as relates to a subsidiary (Joint venture up to 26th June 2019) whosefinancial statements (before eliminating inter-company balances) reflect total assets of `1998.09 Lakhs and total revenue of Nil for the year ended March 31 2020 as considered inthe financial statements. The internal financial controls with reference to the financialstatements in so far as it relates to such subsidiary company have been audited by otherauditors whose report have been furnished to us by the management and our report on theadequacy and operating effectiveness of the internal financial controls under Section143(3)(i) of the Act in so far as it relates to such company is based solely on the reportof the auditor of such company. Our opinion is not modified in respect of this matter withrespect to our reliance on the work done by and on the reports of the other auditors. thereports of the other auditors.

FOR NIRAJ D. ADATIA & ASSOCIATES
Firm Registration No.: 129486W
Chartered Accountants
NIRAJ ADATIA
Partner
Membership No.: 120844
UDIN : 20120844AAAAAI1499
Place : Mumbai
Date : July 31 2020