WHIRLPOOL INDIA Auditors Report

To


The Members of Whirlpool of India Limited Report on the Ind AS Financial Statements


We have audited the accompanying Ind AS financial statements of Whirlpool of India Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.


Management’s Responsibility for the Financial Statements


The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Auditor’s Responsibility


Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.


Opinion


In our opinion and to the best of our information and according to the explanations given to us, the Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.


Report on Other Legal and Regulatory Requirements


1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.


2. As required by section 143 (3) of the Act, we report that:


(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;


(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;


(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;


(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;


(e) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, 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 financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;


(g) With respect to the other matters to be included in the Auditor’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 the explanations given to us:


i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer Note 35 to the Ind AS financial statements;


ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;


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


iv. The Company has provided requisite disclosures in Note 44 to these Ind AS financial statements as to the holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on our audit procedures and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.


Annexure 1 referred to in paragraph 1 of our report of even date


Re: Whirlpool of India Limited (‘the Company’)


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


(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.


(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the company except two immovable properties aggregating INR 15,457,904 as at March 31, 2017 for which title deeds were not available with the Company and hence we are unable to comment on the same.


(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.


(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.


(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.


(v) The Company has not accepted any deposits from the public.


(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of refrigerators and washing machines and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.


(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues applicable to it.


(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.


(c) According to the records of the Company, the dues outstanding of income tax, sales-tax, service tax, value added tax, duty of customs, duty of excise on account of any dispute, are as follows:




























































































































Name of Statute



Nature of Dues



Amount (Rs. Lacs)



Period to which amount


relates



Forum Pending



Customs Act, 1962



Custom duty on non fulfillment of project imports



146



1993-94



CESTAT



Central Excise Act, 1944



Differential duty demanded by the department on washers



17



2000-03



CESTAT



Recovery of Cenvat Credit



5



1993-94



CESTAT



Service Tax Rules, 1994



Service Tax on Technical Know-how and Bill Discounting



134



2005-07



CESTAT



Income Tax Act, 1961



Tax & Interest Demand on completion of Assessment 143(3)



9,499



2010-11



ITAT



Tax & Interest Demand on completion of Assessment 143(3)



23,132



2011-12



ITAT



Andhra Pradesh General Sales Tax Act, 1957



Tax levied on optional service contacts



8



2000-01


2003-04



Tribunal



Tax levied on optional service contacts



10



2002-03



High Court



Assam Value Added Tax Act, 2005



Non submission of C forms



12



2009-10


2010-11



Commercial Tax Officer



Bihar Sales Tax Act, 1959



Penalty at Check Post



3



2002-03



Tribunal



Entry Tax



1



2003-04



Sales Tax Officer



Rebate disallowed



1



2004-05



Deputy Commissioner



Bihar Value Added Tax Act, 2005



Tax on discount given through credit note



81



2011-12


2012-13



Joint Commissioner



Non submission of F forms



1



2005-06



Deputy Commissioner



Penalty



1



2011-12



Deputy Commissioner



Rejection of incentive discount



1



2006-07



Deputy Commissioner



Bombay Sales Tax Act, 1959



Tax on CQB excess claimed & non submission of C forms



9



2004-05



Joint Commissioner











































































































































































































Name of Statute



Nature of Dues



Amount (Rs. Lacs)



Period to which amount


relates



Forum Pending



The Chhattisgarh Value Added Sales Tax Act, 2003



C forms submitted but missing in VAT department



1



2009-10



Deputy Commissioner



Haryana Value Added Tax Act, 2003



Entry Tax



59



2007-08



Supreme Court



Rajasthan Entry Tax Act, 2005



Entry Tax



301



2007-09


2008-09


2009-10


2010-11


2012-13


2013-14 2013-15



Deputy Commissioner



J & k Value Added Tax Act, 2005



Penalty at Check Post



2



2012-13


2014-15



Deputy Commissioner



Non submission of C forms



1



2012-13



Deputy Commissioner



Jharkhand Value Added Tax Act 2005



Non submission of CSD Certificate



6



2009-10



Tribunal



Rejection of discount



19



2008-09


2009-10


2010-11



Commissioner of sales tax



Interest & penalty



1



2005-06



Sales Tax Officer



Non submission of F forms



1



2004-05


2006-07



Sales Tax Officer



Higher rate of tax imposed



44



2010-11


2011-12



Joint Commissioner



Kerala General Sales Tax Act, 1963



Non submission of C forms



4



2006-07



Deputy Commissioner



Penalty at Check Post



5



2012-13


2013-14



Intelligence



Mismatch in Closing Stock



21



2010-11



Intelligence



Non submission of C forms



2



2007-08



Deputy Commissioner



Non submission of C forms and others



511



2008-09



Deputy Commissioner



Kerala Value Added Tax Act, 2005



Non CSD claim rejected



353



2012-13


2013-14



High Court



Non submission of C forms



1



2005-06



Sales Tax Officer



Penalty at Check Post



7



2006-07


2007-08 2010-11 2012-13



Deputy Commissioner



Penalty at Check Post



1



2009-10


2010-11



Intelligence



Penalty due to stock difference as per physical



45



2007-08



Deputy Commissioner



Rejection of claim of Lakshadweep sale



1



2009-10



Tribunal



Rejection of claim of stock transferred due to check post seal, Canteen sale & Interest etc.



36



2011-12



Deputy Commissioner



Enhancement of turnover and non submission of C and F forms



501



2007-08



Deputy Commissioner



Rejection of C and F forms



20



2006-07



Deputy Commissioner



Maharashtra Value Added Tax Act, 2005



CQB sales partially disallowed



1,032



2011-12



Joint Commissioner



Input tax & sales return rejected



1,828



2005-06



Joint Commissioner



Rejection of sales return, turnover enhancement and others



685



2009-10



Joint Commissioner



Stock Transfer rejected



679



2005-06



Joint Commissioner



Rejection of Input Tax on purchase



215



2006-07


2007-08



Joint Commissioner



Tax on CQB excess claimed & C forms short deposited etc.



64



2007-08



Joint Commissioner





































































































































































































































































Name of Statute



Nature of Dues



Amount (Rs. Lacs)



Period to which amount


relates



Forum Pending



MP commercial Tax Act, 1944



Rejection of claim on discounts



36



2002-03


2003-04



Additional Commissioner



Rejection of credit notes



9



1998-99



Tribunal



Rejection of credit notes



14



2001-02



High Court



Rejection of F forms



1



2003-04



Additional Commissioner



Rejection of sales return



2



1999-00



Tax Board



Rejection of sales return



2



2004-05



High Court



MP Value Added Tax Act, 2005



Non submission of F forms and CSD Certificate



1



2011-12



Additional Commissioner



Rejection of sales return



16



2005-06



Additional Commissioner



Orissa Sales Tax Act, 1947



Enhancement of turnover



1



2001-02



High Court



Non submission of local forms to registered dealers



1



1996-97



High Court



Non submission of F forms



8



1998-99


1999-00


2000-01 2001-02 2002-03



Tribunal



Rejection of sales return



4



1999-00


2000-01



Tribunal



Orissa Value Added Tax Act, 2005



Tax on entry of goods



326



2008-09



Additional Commissioner



Tax on entry of goods



6



2008-09



Sales Tax Officer



Punjab value added tax act, 2005



Penalty at Check Post



1



2006-07



Deputy Commissioner



Tax on freight charged on invoices



199



2005-06


2006-07



Sales Tax Officer



Rajasthan Sales Tax Act, 1954



Rejection of surcharge on TOT



3



2000-01



Sales Tax Officer



Rajasthan Value Added Tax Act, 2005



CSD Certificate not considered



29



2013-14


2014-15



Deputy Commissioner



Tamil Nadu General Sales Tax Act, 1959



Demand on imported goods taxed at Higher rate



75



2002-03


2003-04



High Court



Enhancement of turnover



39



1994-95


1995-96


1996-97


1997-98



High Court



Entry Tax



1



2001-02



High Court



Penal interest on late payment



3



2002-03



High Court



Tamil Nadu Value Added Tax Act, 2006



Non submission of C forms



2



2015-16



Joint Commissioner



Penalty at Check Post



8



2014-15



Joint Commissioner



Non submission of C and F forms



17



2010-11



Commercial Tax Officer



Non submission of F forms



1



2012-13



Joint Commissioner



Payment Challan not considered



1



2009-10



Commercial Tax Officer



UP Entry Tax Act, 2007



Entry Tax



41



2008-09


2009-10



Supreme Court



UP Value Added Tax Act, 2008



Penalty at Check Post



1



2009-10



Additional Commissioner



Penalty at Check Post



2



2013-14



Joint Commissioner



Provisional Assessment



9



2009-10



Additional Commissioner



Turnover increment as per the departmental stock inspection



46



2011-12



Additional Commissioner



West Bengal Sales Tax Act, 1944



Rejection of claim of concessional sale etc.



31



2000-01



Revision Board



Rejection of claim of concessional sale etc.



19



2001-02



Deputy Commissioner



Rejection of claim of concessional sale etc.



5



2002-03



Special Commissioner



Rejection of claim of concessional sale etc.



2



2004-05



Additional Commissioner



Rejection of claim of credit notes and non submission of CSD Certificate



32



1998-99



Tribunal



Rejection of claim of credit notes and non submission of C forms etc.



218



1999-00


2003-04


2004-05



Revision Board



Rejection of claim of credit notes and non submission of F forms etc.



105



2002-03



Special Commissioner


























































Name of Statute



Nature of Dues



Amount (Rs. Lacs)



Period to which amount


relates



Forum Pending



West Bengal Value Added Tax Act, 2005



Export disallowed, Mismatch with customer



23



2013-14



Joint Commissioner



F form redetection



4



2010-11



Joint Commissioner



Rejection of claim of concessional sale etc.



12



2006-07



Additional Commissioner



Rejection of claim of concessional sale etc.



8



2008-09



Revision Board



Rejection of claim of credit notes and non submission of CSD Certificate



106



2005-06



Assistant Commissioner



Rejection of claim of credit notes and non submission of C forms etc.



1



2005-06



Revision Board



SRN rejected



100



2011-12



Joint Commissioner



According to the information and explanation given to us, there are no dues of cess which have not been deposited on account of any dispute.


(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.


(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.


(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.


(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.


(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.


(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.


(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and not commented upon.


(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.


(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company and hence not commented upon.


ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE IND AS FINANCIAL STATEMENTS OF WHIRLPOOL OF INDIA LIMTED


Report on the Internal Financial Controls under Clause (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 Whirlpool of India Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.


Management’s Responsibility for Internal Financial Controls


The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Auditor’s Responsibility


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.


Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks 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 to provide a basis for our audit opinion on the internal financial controls system over financial reporting.


Meaning of Internal Financial Controls Over Financial Reporting


A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Opinion


In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control


stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


For S.R. Batliboi & Co. LLP


Chartered Accountants


ICAI Firm Registration Number: 301003E/E300005


per Vishal Sharma


Partner


Membership Number: 96766


Place of Signature : Gurgaon


Date : May 16, 2017


CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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