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Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
BSE 00:00 | 08 Aug 35.40 -0.45
(-1.26%)
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35.10

HIGH

36.25

LOW

35.10

NSE 00:00 | 08 Aug 35.30
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35.75

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36.45

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OPEN 35.10
PREVIOUS CLOSE 35.85
VOLUME 3639
52-Week high 51.60
52-Week low 25.75
P/E 16.70
Mkt Cap.(Rs cr) 230
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.10
CLOSE 35.85
VOLUME 3639
52-Week high 51.60
52-Week low 25.75
P/E 16.70
Mkt Cap.(Rs cr) 230
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 31stMarch 2021 the Statement of Profit and Loss (including other Comprehensive Income) theCash flow Statement and the Statement of Changes in Equity for the year ended on that dateand a summary of the 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 trueand fair view in conformity with the accounting principles generally accepted in Indiaincluding Indian Accounting Standards ("IND AS") specified under Section 133 ofthe Act of the state of affairs (financial position) of the Company as at 31stMarch 2021 and its profit (financial performance including other comprehensive income)its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

3. We conducted our audit in accordance with the Standards on Auditing("SAs") specified under section 143(10) of the Act. Our responsibilities underthose SAs 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 (the "ICAI") together with the ethical requirements that are relevant toour audit of the standalone financial statements under the provisions of the Act and theRules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to a. Note No 44(a) to the results regarding inter-corporate loansgiven by company amounting to Rs 6706 Lakhs in earlier years on which interest for theyear ended March 31 2020 amounting to Rs 1031.27 Lakhs is overdue till date. Based on theestimated time and realization of security the company had created expected credit lossallowance of Rs 1856.62 Lakhs for the year ended March 31 2020 the outcome of which isdependent on the timing and final realization of the value of the security. Due to thepandemic and the lockdown imposed to flatten the curve of infection spread thereon nomajor development has occurred in the current accounting year. Hence the Company hasdecided to extend realization period by further one year. This will have no impact onrealization value of security received. Our conclusion is not modified in respect of thismatter. b. Note No. 44(b) to the financial results regarding interest accrued on theinter-corporate loans given by the company in earlier years. Based on the uncertainty ofcollection of any further interest the company has not accrued interest income on thesaid inter-corporate loan (net of provision) for the quarter ended March 31 2021amounting to Rs 226.77 Lakhs and for financial year ending March 31 2021 amounting to Rs919.67 Lakhs. Our conclusion is not modified in respect of this matter. c. Note No. 45(a)to the financial results regarding capital advance given by the company in earlier yearsin relation to development of its immoveable property. In view of the ongoing commercialnegotiation with the contractor the company had made provision of Rs 300 Lakhs towardsestimated compensation and for the year ended March 31 2020. However the outcome ofnegotiation is dependent on final future settlement.

Our conclusion is not modified in respect of this matter. d. Note No. 45(b) of thefinancial results regarding capital advance given by the company in earlier years inrelation to development of its immoveable property. In view of the uncertainty regardingoutcome of the ongoing negotiation the company continued its judgment and did not accrueinterest income for the quarter ended March 31 2021 amounting to Rs 103.56 Lakhs and forthe Financial Year ended March 31 2021 amounting to Rs 420.00 Lakhs. Our conclusion isnot modified in 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 standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate 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
Revenue Recognition
Revenue of the Company mainly comprises of sale of Extrusion Machinery and Injection Moulding Machinery to its customers domestic as well as foreign. In view of the significance of the matter we have applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
• Revenue from sale of goods is recognised when control is transferred to the customers of promised products and when there are no other unfulfilled obligations. This requires detailed analysis of each contract /customer purchase order regarding timing of revenue recognition. • Assessing the Company's accounting policies for revenue recognition by comparing with the applicable accounting standards;
• Testing the design implementation and operating effectiveness of key internal controls over timing of recognition of revenue from sale of goods;
• Inappropriate assessment could lead to a risk of revenue being recognized on sale of goods before the control in the goods is transferred to the customer. • Performing testing on selected statistical samples of customer contracts. Checked terms and condition related to acceptance of goods acknowledged delivery receipts and tested the transit time to deliver the goods and its revenue recognition. Our tests of details focused on cut- off samples to verify only revenue pertaining to current year is recognized based on terms and conditions set out in sales contracts and delivery documents.
Accordingly timing of recognition of revenue is a key audit matter.

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 standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In Connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit 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 Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the state of affairs (financial position) profit andloss (financial performance including other comprehensive income) changes in equity andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the IndAS prescribed under Section 133 of the Act read with relevantrules issued thereunder. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the standalone financial statements that give a true and fair view and arefree from material misstatement whether due to fraud or error.

9. In preparing the standalone financial statements Management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

10. The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibility

11. Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement either 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 SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements. 12. As part of an Audit inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial 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 financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls 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 the 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

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

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. For the Matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or 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.

Other Matters

16. Attention is drawn to the fact that figures for the year ended March 31 2020included in the financial statements are based on previously issued standalone financialstatements that are audited by predecessor auditor

Report on Other Legal and Regulatory Requirements

17. As required by Section 197(16) of the Act based on our audit we report that thecompany has paid remuneration to directors during the year in accordance with theprovisions and limits laid down under section 197 read with Schedule V of the Act.

18. As required by Company (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 paragraph 3 and 4of the Order to the extent applicable.

19. 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 information andexplanations which to the best of our knowledge and belief were necessary for the purposeof our Audit; b. In our opinion proper books of account as required by law have been keptby the 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 statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with relevant rulesissued 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 2021 from being appointed as a Director in termsof Section 164 (2) of the Act; f. With respect to the adequacy of the internal financialcontrols over financial reporting of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting; g. With respect to the other matters to beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 as amended in our opinion and to the best of our information andaccording to the explanations given to us: i. The Company has disclosed the impact ofpending litigations on its financial position in the standalone financial statements; ii.The Company did not have any material foreseeable losses on long term contracts includingderivative contracts; and iii. There were no amounts which were required to be transferredto the Investor Education and Protection Fund by the Company during the year ended March31 2021.

FOR J B T M & ASSOCIATES LLP

Chartered Accountants

Firm Registration Number: W100365

Yashika Jain

Partner

Membership No. 168952

UDIN: 21168952AAAADA7466

Place: Mumbai Date: 30th June 2021

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 MARCH 31 2021;

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 regular program of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of 3 years which in ouropinion is reasonable having regard to the size of the company and the nature of itsassets. In accordance with this program certain fixed assets were verified during theyear and no material discrepancies were noticed on such verification.

(c). The title deeds of immoveable properties recorded as fixed assets in the books ofaccounts are held in the name of the company as at the balance sheet date. ii. In ouropinion the management has conducted physical verification of Inventory at reasonableintervals except for goods-in-transit and stocks lying with third parties. For stockslying with third parties at the year end written confirmations have been obtained by themanagement. No material discrepancies were noticed on the aforesaid verification; iii. Asinformed the company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Act. Accordingly paragraph 3 (iii) (a) 3 (iii) (b) and 3 (iii) (c) ofthe Order are not applicable to the Company. iv. Based on information and explanationgiven to us in respect of the loans investments guarantees and securities the Companyhas complied with the provisions of Sections 185 and 186 of the Companies Act 2013. v. Inour opinion and according to the information and explanations given to us the Company hasnot accepted any deposits from the public within the provisions of Sections 73 to 76 ofthe Act and the rules framed there under. As per legal opinion obtained by the companyamount outstanding of Rs 48.84 Lakhs from customers received prior to the commencement ofthe 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

` 45.02 Lakhs and advance from customers which are foreign entities amounting to Rs82.31 Lakhs both received after 01st April 2014 and outstanding as on 31stMarch 2021 for a period of 365 days are considered as exempt deposit under section 73 andother relevant provisions of the Companies Act 2013 read with ruled made thereunder. vi.We have broadly reviewed the books of account maintained by the Company pursuant to theRules made by the Central Government for the maintenance of cost records under sub-section(1) of Section 148 of the Act in respect of Company's products and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained.However we have not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete; vii. (a). The Company is generallyregular in depositing with appropriate authorities undisputed statutory dues includingProvident Fund Employees' State Insurance 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 has beenslight delay in few cases due to COVID-19 in Q1 whereas delay in deposit has not beenserious; (b). There were no undisputed amounts payable is respect of Provident FundEmployees State Insurance Income Tax Goods and Service Tax Customs Duty Cess andother material statutory dues in arrears as at March 31 2021 for a period of more thansix months from the date they became payable.

(c). According to the information and explanations given to us the dues outstandingwith respect to Income tax Excise duty service tax value added tax sales tax onaccount of any dispute are as follows:

Name of the Statute Nature of Dues Period to which the amount relates Amount Forum where dispute is pending
(` In Lakhs)
The Income Tax Act 1961 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
2017-18 4.62 Commissioner of Income Tax (Appeals) Mumbai
2018-19 24.07 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 51.80 High Court
Mar 2013 – Oct 2014 26.22 Assistant Commissioner Ahmedabad - III
Nov 2014 – July 2015 20.08 Assistant Commissioner Ahmedabad - III
2015-16 5.78 Assistant Commissioner Ahmedabad – III
Gujarat Value Sales Tax 2006-07 20.13 Gujarat Value Added Tax Tribunal
Added Tax Act 2017-18 119.06 Gujarat Value Added Tax Tribunal
Customs Act 1962 Customs Duty Dec 2017- Aug 2018 8.82 Additional Commissioner of Custom

viii. According to the information and explanation given to us the company has notdefaulted in repayment of loans or borrowings to any financial institutions or a bankduring the year and there are no dues outstanding with the Government 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 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. The company is not a Nidhi company and hence clause 3 (xii) of the Order is notapplicable 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 Financial Statements asrequired by the applicable accounting standards;

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year. Accordingly the provision ofclause 3(xiv) of the Order are not applicable to the Company;

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 and hence provisions of section 192 of the Companies Act 2013 are not applicableto the Company;

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

FOR J B T M & ASSOCIATES LLP

Chartered Accountants

Firm Registration Number: W100365

Yashika Jain

Partner

Membership No. 168952

UDIN: 21168952AAAADA7466

Place: Mumbai Date: 30th June 2021

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 1PART "F" UNDER THE HEADING "REPORT ON OTHER LEGAL & REGULATORYREQUIREMENTS" SECTION OF OUR REPORT TO THE MEMBERS OF WINDSOR MACHINES LIMITED OFEVEN DATE

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 as of March 31 2021 in conjunction with our audit of the standalonefinancial statements of the company for the year ended on that date.

Management's Responsibility for internal financial control:

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 (the "ICAI") Thesesresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors' Responsibility:

Our responsibility is to express an opinion on the company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of the Internal Financial Control overFinancial Reporting (the "Guidance Note") issued by the ICAI and the standardson Auditing prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls applicable to an audit of internalfinancial controls. Those standards and the Guidance Note require that we comply withethical requirement and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedure 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 material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial 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 basis for our audit opinion on the company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Control 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. 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 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 thedegree of conditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion:

In our opinion to the best of our information and according to the explanations givento us the company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at Mach 31 2021 based on the internal controlover financial reporting criteria established by the company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial reporting issued by the ICAI.

FOR J B T M & ASSOCIATES LLP

Chartered Accountants

Firm Registration Number: W100365

Yashika Jain

Partner

Membership No. 168952

UDIN: 21168952AAAADA7466

Place: Mumbai Date: 30th June 2021

.