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Auditor Report of Whirlpool of India Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Whirlpool of India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 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 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 thereunder. We conducted our audit 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 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 financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the effectiveness of such controls. 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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2015, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order, 2015 ("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, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act;

(f) 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 financial statements - Refer Note 27 to the 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.

Annexure 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. As informed, no material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a) and (b) 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 is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(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, wealth-tax, service tax, customs duty, excise duty, 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, wealth-tax, service tax, sales-tax, customs duty, excise duty, 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 sales-tax, service tax, excise duty, customs duty on account of any dispute, are as follows:

Name of Statue Nature of Dues

CustomsCustoms Act, 1962 Custom duty on non fulfillment of project imports

Central Excise Act, 1944 Differential duty demanded by the department on washers

Recovery of Cenvat Credit

Service Tax Rules, 1994 Service Tax on Tech.Know how, Bill Discounting

Service Tax on Tech.Know how

Income Tax Act, 1961 Penalty u/s 271(1)( C ).

Income Tax Act, 1961 Penalty u/s 271(1)( C ). (FBT)

Income Tax Act, 1961 Tax & Interest Demand on completion of Assessment 143(3) r.w.s 144C

Income Tax Act, 1961 Penalty u/s 271(1)( C ).

Income Tax Act, 1961 Short payment of TDS & Interest u/s 201(1A)

Name of Statue Amount Period to which Forum (Rs. Lacs) amount relates Pending

CustomsCustoms 145.94 1993-94 CESTAT Act, 1962

Central Excise 16.58 2000-2003 CESTAT Act, 1944 5.00 1993-94 CESTAT

Service Tax 133.64 2005-07 CESTAT Rules, 1994

55.27 2007-08 CESTAT

Income Tax 2.35 2004-05 CIT (Appeals) Act, 1961

Income Tax 11.20 2009-10 CIT (Appeals) Act, 1961

Income Tax 14,617.80 2010-11 ITAT Act, 1961

Income Tax 148.43 2005-06 CIT (Appeals) Act, 1961

Income Tax 10.69 2010-11 CIT (Appeals) Act, 1961

Name of Statue Nature of Dues

Andhra Pradesh General Tax levied on optional Sales Tax Act, 1957 service contacts

Tax levied on optional service contacts

Bihar Sales Tax Act, 1959 ``1Entry Tax

Penalty at Check Post

Rebate disallowed

Bihar Value Added Forms short Tax Act, 2005 Non submission of forms

Rejection of credit notes

Rejection of discount



Rejection of incentive discount

Bombay Sales Tax Act, 1959 Tax on CQB excess claimed & forms short deposited etc

Haryana Value Added Entry Tax Tax Act, 2003

Name of Statue Amount Period to which Forum (Rs. Lacs) amount relates Pending

Andhra Pradesh 8.31 2000-01 Tribunal GeneralSales 2003-04 Tax Act, 1957 9.71 2002-03 High Court

Bihar Sales 0.91 2003-04 STO Tax Act, 1959 3.01 2002-03 Tribunal

0.52 2004-05 Dy.Commissioner

Bihar Value 101.29 2012-13 Joint Commissioner Added Tax Act, 2005 0.80 2005-06 Dy.Commissioner

13.02 2011-12 Joint Commissioner

18.87 2008-09 Commissioner of 2009-10 sales tax 2010-11

0.92 2006-07 Dy.Commissioner

Bombay Sales 8.76 2004-05 Joint Commissioner Tax Act, 1959

Name of Statue Nature of Dues

Haryana Value Added Entry Tax Tax Act, 2003

J & k Value Added Penalty at Check Post Tax Act, 2005

Rejection of claim of HUPS sale

Rejection of claim of HUPS sale

Karnataka Value SRN claim rejected Added Tax Act, 2005

Kerela General , Non submission of C-forms. Sales Tax Act 1963

Kerela Value Added Non submission of forms Tax Act, 2005

Non submission of forms



Penalty due to stock difference at per physical

Rejection of claim of Lakshadeep sale

Rejection of claim of Lakshadeep sale

Rejection of statutory forms

Amount Period to which Forum Name of Statue (Rs. Lacs) amount relates Pending

Haryana Value Added 58.54 2007-08 Supreme Court Tax Act, 2003

J & k Value 1.61 2012-13 Dy.Commissioner Added Tax 2014-15 Act, 2005 1.51 2007-08 Dy.Commissioner 2008-09

2.71 2009-10 Assessing Authority

Karnataka 208.71 2011-12 Joint Commissioner Value Added 2012-13 Tax Act, 2005

Kerela General , 4.42 2006-07 Dy.Commissioner Sales Tax Act 1963

Kerela Value 0.52 2005-06 STO Added Tax Act, 2005 8.59 2007-08 Dy.Commissioner 2009-10 2010-11 2012-13

44.71 2007-08 Dy.Commissioner

5.41 2009-10 Tribunal

36.25 2011-12 Dy.Commissionerhtra Value

19.91 2006-07 Dy.Commissioner

Name of Statue Nature of Dues

Maharashtra Value Added Input tax & sales return Tax Act, 2005 rejected.

Stock Transfer rejected

Maharas Tax on CQB excess claimed Added Tax deposited etc Act, 2005

MP commercial Rejection of claim on Tax Act, 1944 discounts

Rejection of credit notes

Rejection of credit notes

Rejection of Forms

Rejection of sales return

Rejection of sales return

MP Value Added Forms short Tax Act, 2005 Rejection of sales return

Amount Period to which Forum Name of Statue (Rs. Lacs) amount relates Pending

Maharashtra 2,282.04 2005-06 Joint Commissioner Value Added Tax Act, 2005 679.14 2005-06 Joint Commissioner

279.67 2006-07 Joint Commissioner Maharas 2007-08 Added Tax Act, 2005 41.01 2002-03 Addl.Commissioner MP 2003-04 commercial Tax Act, 9.10 1998-99 Tribunal 1944 13.79 2001-02 High Court

0.13 2003-04 Addl.Commissioner

2.23 1999-00 Tax Board

1.95 2004-05 High Court

1.29 2011-12 Addl.Commissioner

15.59 2005-06 Addl.Commissioner

Name of Statue Nature of Dues

MP Value Forms short Added Tax Act, Rejection of sales return 2005

Orissa Sales Tax Enhancement of turnover Act, 1947 Non submission of forms

Non submission of forms

Rejection of sales return

Orissa Value Added , Tax on entry of goods Tax Act 2005

Punjab Value Added , Penalty at Check Post Tax Act 2005 Tax on freight charged on invoices

Rajasthan Entry Entry Tax Tax Act, 2005 Ex-parte order of entry tax

Amount Period to which Forum Name of Statue (Rs. Lacs) amount relates Pending

MP Value 1.29 2011-12 Addl.Commissione Added Tax Act, 15.59 2005-06 Addl.Commissione 2005

Orissa Sales 0.54 2001-02 High Court Tax Act, 1947 0.15 1996-97 High Court

8.38 1998-99 Tribunal 1999-00 2000-01 2001-02 2002-03

4.42 1999-00 Tribunal 2000-01

Orissa Value 325.77 2008-09 Addl.Commissioner Added , Tax Act 2005

Punjab Value 0.99 2006-07 Dy.Commissioner Added, Tax Act 2005 199.06 2005-06 STO 2006-07

Rajasthan 237.14 2008-09 Dy.Commissioner Entry Tax 2009-10 Act, 2005 2010-11 2011-12 2012-13 2013-14

51.87 2007-08 Dy.Commissioner 2008-09

Name of Statue Nature of Dues

Rajasthan Sales Penalty Tax Act, 1954 Rejection of surcharge on TOT

Rajasthan Value , Excess tax rate charged Added Tax Act 2005

Tamil Nadu General Demand on imported goods Sales Tax Act, 1959 taxed at Higher rate

Demand raised due to Form- C & F short

Enhancement of turnover

Entry Tax

Penal interest on late payment

Tamil Nadu Value Check post penalty Added Tax Act, 2006 Forms- C & F short deposited

Forms- F short deposited

Payment Challan not considered

Amount Period to which Forum Name of Statue (Rs. Lacs) amount relates Pending

Rajasthan 1.03 2001-02 ACTO Sales Tax Act, 2.55 2000-01 STO 1954

25.14 2011-12 Dy.Commissioner

Rajasthan Value , 75.32 2002-03 High Court Added Tax 2003-04 Act 2005 5.24 2004-05 Dy.Commissioner Tamil Nadu General Sales Tax 39.17 1994-95 High Court Act, 1959 1995-96 1996-97 1997-98

0.89 2001-02 High Court

3.07 2002-03 High Court

Tamil Nadu 18.09 2013-14 Joint Commissioner Value Added 2014-15 Tax Act, 17.04 2010-11 CTO 2006 1.11 2012-13 Joint Commissioner 0.15 2009-10 CTO

The Jharkhand Interest &Penalty 0.78 2005-06 Value Added Non submission of forms 0.88 2004-05 Tax Act, 2006-07 2003 Turnover increment as 42.04 2010-11 per the department

UP Entry Tax Entry Tax 33.18 2008-09 Act, 2007 Entry tax & interest 7.69 2009-10

UP Value Enhancement of turnover 32.29 2010-11 Added Tax Act, 2008 Penalty at Check Post 1.52 2009-10 2012-13 Penalty at Check Post 7.83 2012-13 2013-14 Provisional Assmt for 9.32 2009-10 Feb.10

Turnover increment as 46.33 2011-12 per the departmental stock inspection

West Rejection of claim 31.22 2000-01 Bengal of Sales Rejection of claim of 7.26 2001-02 Tax Act, concessional sale.etc 1944 eion of claim of 5.02 2002-03 concessional sale.etc

eion of claim 2.36 2004-05 of Commissioner

eion of claim of 32.04 1998-99 credit notes, forms short etc

eion of claim of 217.66 1999-00 credit notes, forms short etc

eion of claim of credit 11.36 2001-02 notes, forms short etc

eion of claim of credit 105.14 2002-03

notes, forms short etc

West Rejection of claim of 11.79 2006-07 Bengal concessional sale.etc Value Tax Rejection of claim 9.71 2008-09 Added of concessional sale. Act, etc 2005 Rejection of claim of 105.67 2005-06 credit notes, forms short etc

Rejection of claim of 1.30 2005-06 credit notes, forms short etc

SRN rejected 0.71 2011-12

Increased in turnover 3.56 2010-11 due to form rejection

The Jharkhand STO Value Added STO Tax Act, Joint Commissioner 2003

UP Entry Tax Supreme Court Act, 2007 Supreme Court

UP Value Joint Commissioner Added Tax Act, 2008 Addl.Commissioner

Joint Commissioner

Addl.Commissioner

Addl.Commissioner

West Revision Board Bengal Sales Dy.Commissioner Tax Act, 1944 Special Commissioner

Addl.Commissioner

Tribunal

Revision Board

2003-04 2004-05

Dy.Commissioner

Special Commissioner

West Addl.Commissioner Bengal Value Revision Board Tax Added Asst.Commissioner Act, 2005 Revision Board

Joint Commissioner

Joint Commissioner

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

(d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a bank. The Company has no outstanding dues in respect of debentures and other securities.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

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

For S.R. Batliboi & CO. LLP Firm registration number: 301003E Chartered Accountants

per Raman Sobti Place of Signature : Gurgaon Partner Date : May 20, 2015 Membership No.: 89218


Mar 31, 2014

We have audited the accompanying financial statements of Whirlpool of India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the 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 financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have 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 appears from our examination of those books;

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure 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. As informed, no material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year. (ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) (herein referred to as the Order) are not applicable to the Company and hence not commented upon.

(b) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e) to (g) 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 is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section

301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (v) (b) of the Order are not applicable to the Company and hence not commented upon.

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

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) 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 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed 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 sales-tax, service tax, excise duty on account of any dispute, are as follows:

Name of Statue Nature of Dues Amount Period Forum Pending (Rs. Lacs) to which amount relates

Customs Act, 1962 Custom duty on non fulfillment of project imports 158.28 1993-94 CESTAT

Central Excise Act, 1944 Differential duty demanded by the department on washers 16.58 2000-2003 CESTAT

Recovery of Cenvat Credit 5.00 1993-94 CESTAT

Service Tax Rules, 1994 Service Tax on Techl.Know how, Bill Discounting 133.64 2005-07 CESTAT

Service Tax on Gtech Exports, & Tech.Know how 82.53 2005-06, CESTAT

2007-08

Andhra Pradesh General Sales Tax Tax levied on optional service contacts, Tax on exempted turnover 18.02 2000-01, Tribunal Act, 1957 2002-03, 2003-04

Statutory forms short 16.65 2010-11 CTO

Bihar Sales Tax Act, 1959 Penalty at Check Post 3.01 2002-03 Tribunal

Entry Tax 0.91 2003-04 STO

Rebate disallowed 0.52 2004-05 Dy. Commissioner

Bihar Value Added Tax Act, 2005 Non submission of forms 0.80 2005-06 Dy. Commissioner

Rejection of incentive discount 0.92 2006-07 Dy. Commissioner

Rejection of credit notes 26.04 2011-12 Joint Commissioner

Forms short 33.77 2012-13, Joint Commissioner

2013-14

Bombay Sales Tax Act, 1959 Tax on CQB excess claimed & forms short deposited etc 8.76 2004-05 Joint Commissioner

Maharastra Value Added Tax Act, C-form short 1.94 2005-06 Joint Commissioner 2005

Tax on CQB excess claimed & forms short deposited etc 417.85 2005-06 to Joint Commissioner 2007-08

Haryana Value Added Tax Act, 2003 Entry Tax 58.54 2007-08 Supreme Court

J & K Value Added Tax Act, 2005 Rejection of claim of HUPS sale 4.22 2007-08 to Dy. Commissioner 2009-10

Penalty at Check Post 1.33 2012-13 Dy. Commissioner

Kerela Value Added Tax Act, 2005 Non submission of forms 0.52 2005-06 STO

Non submission of forms. 43.74 2006-07 Dy. Commissioner

Penalty at Check Post 0.59 2006-07 Tribunal

Rejection of claim for concessional sale 78.10 2008-09 Dy. Commissioner

Dispute on tax rate-HUPS 21.20 2009-10, Dy. Commissioner

2010-11

Penalty at Check Post 3.11 2009-10 Dy. Commissioner

Penalty at Check Post 1.07 2009-10 Intelligence

2010-11

Rejection of claim on statutory forms 237.94 2009-10 Dy. Commissioner

Penalty at Check Post 1.57 2010-11 Dy. Commissioner

Penalty at Check Post 0.45 2007-08 Dy. Commissioner

Rejection of claim on statutory forms 36.25 2011-12 Dy. Commissioner

Penalty at Check Post 4.89 2012-13, Intelligence 2013-14

Penalty at Check Post 4.50 2012-13 Dy. Commissioner

MP commercial Tax Act, 1944 Rejection of credit notes 9.10 1998-99 Tribunal

Rejection of sales return 2.23 1999-00 Tax Board

Rejection of credit notes 13.79 2001-02 High Court

Rejection of claim on discounts 41.01 2002-03, Addl. Commissioner

2003-04

Rejection of Forms 0.13 2003-04 Addl. Commissioner

Rejection of sales return 1.95 2004-05 High Court

MP Value Added Tax Act, 2005 Rejection of sales return 15.59 2005-06 Addl. Commissioner

Orissa Sales Tax Act, 1947 Non submission of forms 0.15 1996-97 High Court

Non submission of forms 8.37 1998-99 to Tribunal 2002-03

Rejection of sales return 4.43 1999-00, Tribunal

2000-01

Enhancement of turnover 0.54 2001-02 High Court

Orissa Value Added Tax Act, 2005 Non submission of forms 116.98 2009-10 to Addl. Commissioner 2012-13

Tax on entry of goods 325.77 2008-09 Addl. Commissioner

Tax on entry of goods 6.26 2008-09 STO

Punjab Value Added Tax Act, 2005 Penalty at Check Post 0.99 2006-07 Dy. Commissioner

Tax on freight charged on invoices 199.06 2005-06, STO 2006-07

Rajasthan Entry Tax Act, 2005 Entry Tax 289.01 2007-08 to Dy. Commissioner 2013-14

Rajasthan Sales Tax Act, 1954 Rejection of surcharge on TOT 2.55 2000-01 STO

Tamil Nadu General Sales Tax Act, Enhancement of turnover 69.32 1994-95 to High Court 1959 1997-98

Entry Tax 0.89 2001-02 High Court

Demand on imported goods taxed at Higher rate 75.32 2002-03, High Court

2003-04 Penal interest on late payment 3.07 2002-03 High Court

Rejection of Sales return & F-Form short 22.51 2004-05, Dy. Commissioner

2005-06

Tamil Nadu Value Added Tax Act, Payment Challan not considered 0.15 2009-10 CTO 2006

Non submission of forms 22.59 2010-11, CTO 2011-12

Check post penalty 10.05 2013-14 Joint Commissioner

The Jharkhand Value Added Tax Act, Interest & penalty 0.78 2005-06 STO

2003

Non submission of forms 0.23 2004-05 STO

Non submission of forms 0.65 2006-07 STO

Rejection of discount 18.87 2008-09 to Commissioner of 2010-11 sales tax

UP Entry Tax Act, 2007 Entry Tax 40.26 2008-09, Supreme Court 2009-10

UP Value Added Tax Act, 2008 Provisional Assmt 18.54 2008-09, Addl. Commissioner

2009-10

Penalty at Check Post 9.35 2009-10, Addl. Commissioner 2012-13, 2013-14

F-Form short & sales turnover increased 14.82 2011-12 Addl. Commissioner

Turnover increment as per the departmental stock inspection 46.33 2011-12 Addl. Commissioner

Uttrakhand Value Added Tax Act, Tax on gas sales 1.82 2008-09, First Appl. Authority 2005 2009-10

West Bengal Sales Tax Act, 1944 Rejection of claim of credit notes on discount 32.04 1998-99 Tribunal

Rejection of claim of credit notes on discount 258.88 1999-00, Revision Board 2000-01, 2003-04, 2004-05 Rejection of claim of credit notes on discount 18.62 2001-02 Dy. Commissioner

Rejection of claim of credit notes on discount 110.16 2002-03 Special Commissioner

Rejection of claim of concessional sale.etc 2.36 2004-05 Addl. Commissioner

West Bengal Value Added Tax Act, Rejection of claim of credit notes, forms short etc 105.67 2005-06 Asst. Commissioner 2005

Rejection of claim of credit notes, forms short etc 11.01 2005-06, Revision Board

2008-09

Rejection of claim of concessional sale.etc 11.79 2006-07 Addl. Commissioner

Increased in Turn over due to from rejection 1,079.68 2010-11 Joint Commissioner

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

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the

opinion that the Company has not defaulted in repayment of dues to bank. The Company has no outstanding dues in respect of debentures and other securities.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the

Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & CO. LLP

Firm registration number: 301003E

Chartered Accountants

per Tridibes Basu Place of Signature : Gurgaon Partner

Date : May 19, 2014 Membership Number: 17401


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Whirlpool of India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the 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 financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements 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 management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have 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 appears from our examination of those books;

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph [1] of "Report on Other Legal and Regulatory Requirements" in 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) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) (herein referred to as the Order) are not applicable to the Company and hence not commented upon.

(e) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e) to (g) 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 is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (v) (b) of the Order are not applicable to the Company and hence not commented upon.

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

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) 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 209(1)(d) of the Companies Act, 1956, related to the manufacturing of refrigerators and washing machines and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, 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 sales-tax, customs duty and excise duty on account of any dispute, are as follows:

Name of Statue Nature of Dues Amount Period Forum Pending (Rs. Lacs)

Customs Act, 1962 Custom duty on non fulfillment of project imports 158.28 1993-94 CESTAT

Central Excise Act, 1944 Differential duty demanded by the department on washers, 21.58 2000-2003 CESTAT recovery of cenvat credit 1993-94

Service Tax Rules, 1994 Service tax on techical knowhow, bills discounting and 216.17 2005-07 CESTAT exports, services (Gtech) 2005-06, CESTAT 2007-08

UP Value Added Tax Act, 2008 Provisional assessment and Enhancement of Turnover 17.73 2008-10 Addl. Commissioner

Uttrakhand Value added Disallowance of concessional sale of refrigeration gas 1.00 2008-09 First Appellate Authority Tax Act, 2005

West Bengal Sales Tax Rejection of claim of credit notes, forms short, etc 225.17 2002-03, Asst. Commissioner Act, 1944 2004-05,

Rejection of claim of credit notes, forms short, etc 34.42 1998-99, Addl. Commissioner 2004-05

Rejection of claim of credit notes, forms short etc, Rejection of 158.19 1999-02, Tax Board claim for concessional sale 2003-04, 2005-06

Rejection of claim of concessional sale.etc 6.76 2002-03 Special Commissioner

West Bengal Value Added Rejection of claim of credit notes, forms short etc, Enhancement 363.39 2006-07, Addl. Commissioner Tax Act, 2005 of Turnover 2008-10,

2009-10

Rejection of claim of credit notes, forms short, etc 111.65 2005-06 Asst. Commissioner

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

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has no outstanding dues in respect of debentures to a financial institution.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loan outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

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

For S R Batliboi & Co LLP

Chartered Accountants

ICAI Firm registration number: 301003E

per Tridibes Basu

Place: Gurgaon Partner

Date : May 14, 2013 Membership No.: 17401


Mar 31, 2012

1. We have audited the attached Balance Sheet of Whirlpool of India Limited ('the Company') as at March 31, 2012 and also the Statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

b) in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph [3] 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) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Companies (Auditor's Report) Order, 2003 (as amended) (herein referred to as the Order) are not applicable to the Company and hence not commented upon.

(e) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e) to (g) 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 is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (v) (b) of the Order are not applicable to the Company and hence not commented upon.

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

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) 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 209(1)(d) of the Companies Act, 1956, related to the manufacturing of refrigerators and washing machines and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material undisputed 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 sales-tax, customs duty and excise duty on account of any dispute, are as follows:

Name of Statue Nature of Dues

Customs Act, 1962 Custom duty on non fulfillment of project imports

Central Excise Act, Differential duty demanded by the department 1944 on washers

Recovery of Cenvat Credit

Service Tax Rules, Service Tax on Technical Knowhow, 1994 Bill Discounting

Service Tax on Gtech Exports, & Technical knowhow

Andhra Pradesh General Tax levied on optional service contacts, Sales Tax Act, 1957 Tax on exempted turnover

Tax levied on optional service contacts,

Tax on exempted turnover

Tax levied on optional service contacts, Tax on exempted turnover

Bihar Value Added Disallowance of rebate Tax Act, 2005

Rejection of incentive discount & Non submission of forms

Delhi Sales Tax Act, Rejection of claim on forms 1975

Rejection of claim of OSC charges

Gujarat Sales Tax Act, Rejection of sales return, Non submission of 1969 forms

Haryana General Enhancement of turnover, Non submission Sales Tax Act, 1973 of forms

J & K GST Act, 1962 Non submission of forms & rejection of claim of HUPS sales

Kerala General Sales Rejection of claim on credit notes Tax Act, 1963

Rejection of sales returns, Rejection of credit notes, forms short deposited, Rejection of claim for concessional sale & penalty

Enhancement of turnover & non submission of forms

Kerala Value Added Rejection of credit notes on discounts, Tax Act, 2005 enhancement of turnover & non submission of forms

MP Commercial Tax Act, Rejection of credit notes 1944

Rejection of claim on discounts, Rejection of credit notes and Rejection of sales return

Rejection of sales return

Rejection of claim on discounts and Non submission of forms

MP Value Added Tax Act, Rejection of sales return 2005

Orissa Sales Tax Act, Non submission of forms, Levy of entry tax, 1947 Enhancement of turnover, Dispute in rate of tax

Non submission of forms, Enhancement of turnover, Rejection of sales return

Non submission of forms &Enhancement of turnover

Rajasthan Value Added Rejection of surcharge, Tax Act, 2005 Ex-parte order of entry tax

Tamil Nadu General Demand on imported goods taxed at Higher rate Sales Tax Act, 1959

Penal interest on late payment

Enhancement of turnover & Entry tax

Tamil Nadu Value Added Enhancement of turnover & Form short Tax Act, 2005 & Rejection of Stock Trf & C-form short

The Chhattisgarh Value Rejection of Forms Added Tax Act, 2003

Penalty at Check Post

Levy of entry tax

UP Entry Tax Act, 2007 Entry tax

UP Value Added Tax Act, Penalty at Check Post 2008

Rejection of claim of credit notes, forms short, etc.

Provisional Assessment

West Bengal Sales Rejection of claim of credit notes, Tax Act, 1944 forms short, etc

Rejection of claim of credit notes, forms short, etc

Rejection of claim of credit notes, forms short etc, Rejection of claim for concessional sale

Rejection of claim of concessional sale.etc

West Bengal Value Added Rejection of claim of credit notes, Tax Act, 2005 forms short etc

Punjab Value Added Tax on freight charged on invoices Tax Act, 2005

Penalty at Check Post

Penalty at Check Post

Maharashtra Value Added Tax on CQB excess claimed & forms short Tax Act, 2005 deposited etc

Name of Statue Amount Period Forum Pending (Rs. Lacs)

Customs Act, 1962 158.28 1993-94 CESTAT

Central Excise Act, 16.58 2000-03 CESTAT 1944 5.00 1993-94 CESTAT

Service Tax Rules, 133.64 2005-07 CESTAT 1994

77.56 2005-06, CESTAT 2007-08

Andhra Pradesh Genaral 18.02 2000-01, Tribunal Sales Tax Act, 1957 2002-04

8.50 1993-94 Sales Tax Officer

3.32 2006-08 Deputy Commissioner

Bihar Value Added 0.51 2004-05 Deputy Commissioner tax Act, 2005

30.41 2005-07 Deputy Commissioner

Delhi Sales Tax Act, 0.48 2002-03 Sales Tax Officer 1975 2.96 2003-04 Addl. Commissioner

Gujarat Sales Tax Act, 7.38 1993-04, Tribunal 1969 1996-98

Haryana General 23.77 1997-98, Joint Commissioner Sales Tax Act, 1973 2006-07, 2007-08

J & K GST Act, 1962 3.76 2007-08 Dy. Commissioner 2008-09

Kerala General Sales 10.39 1997-98 Sales Tax Officer Tax Act, 1963

5.87 1999-01 Dy. Commissioner

38.96 2002-03 Sales Tax Officer

Kerala Value Added 331.68 2003-11 Dy. Commissioner Tax Act, 2005

MP Commercial Tax 13.79 2001-02 High Court Act, 1944

31.46 1998-00, Tribunal 2002-03

1.95 2004-05 Tax Board

24.62 2003-05 Addl. Commissioner

MP Value Added Tax 15.59 2005-06 Addl. Commissioner Act, 2005

Orissa Sales Tax Act, 23.48 1992-94, Asst. Commissioner 1947 1996-99, 2002-03

32.31 1999-00, Tribunal 1991-93, 2000-02

34.11 1991-97 STO 1999-02

Rajasthan Value Added 54.42 2000-01 Dy. Commissioner Tax Act, 2005 2007-09

Tamil Nadu General 75.32 2002-04 High Court Sales Tax Act, 1959

3.07 2002-03 High Court

2.39 1997-98 Addl.Commissioner 2001-02

Tamil Nadu Value Added 730.17 2007-10 Addl.Commissioner Tax Act, 2005

The Chhattisgarh Value 169.96 2002-03 Addl. Commissioner Added Tax Act, 2003

3.01 2002-03 Tribunal

3.11 2002-03, Commissioner of Sales 2004-07 Tax

UP Entry Tax Act, 2007 0.69 2007-08 High Court

UP Value Added Tax Act, 0.12 2010-11 Deputy Commissioner 2008

8.51 2009-10 Addl. Commissioner

5.87 2010-11 Joint Commissioner

West Bengal Sales 336.82 2002-03, Asst. Commissioner Tax Act, 1944 2004-05, 2005-06

47.17 1998-99, Addl. Commissioner 2004-05 2006-07,

158.19 1999-02, Tax Board 2003-04 2005-06

6.76 2002-03 Special Commissioner

9.71 2008-09 Addl. Commissioner

265.41 2005-07 STO

0.99 2006-07 Dy. Commissioner

0.64 2010-11 Dy. Commissioner

Maharashtra Value Added 10.95 2004-05 Dy. Commissioner Tax Act, 2005

According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, service tax, and cess which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has no outstanding dues in respect of debentures or financial institution.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loan outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

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

For S.R. Batliboi & Co.

Firm Registration Number: 301003E

Chartered Accountants

per Tridibes Basu

Place: Gurgaon Partner

Date : May 8, 2012 Membership No.: 17401


Mar 31, 2011

1. We have audited the attached Balance Sheet of Whirlpool of India Limited (the Company) as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph [3] 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) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Companies (Auditors Report) Order, 2003 (as amended) (herein referred to as the Order) are not applicable to the Company and hence not commented upon.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) 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 is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) (b) of he Order are not applicable to the Company and hence not cmmented upon.

(vi) In respect of deposits accepted in earlier years, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii)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 209(1)(d) of the Companies Act, 1956, related to the manufacturing of refrigerators and washing machines and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty and other material undisputed 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, customs duty and excise duty on account of any dispute, are as follows:

Name of Statue Nature of Dues Amount (Rs. Lacs)

Customs Act, 1962 Custom duty on non fulfillment of project imports 158.28

Central Excise Act, 1944 Differential duty demanded by the department on washers 16.58

Recovery of Cenvat Credit 5.00

Income Tax Act, 1961 Penalty on transfer pricing adjustment 638.61

Andhra Pradesh General Tax levied on optional service contacts, 18.02

Sales Tax Act, 1957 Tax on exempted turnover Tax levied on optional service contacts, Tax on exempted Turnover 20.95

Tax levied on optional service contacts, 3.32

Tax on exempted turnover

Bihar Value Added Rejection of incentive discount & 50.12 Tax Act, 2005 Non submission of forms

Bombay Sales Tax Act, 1959 Rejection of claim for concessional sale21.75

Delhi Sales Tax Act, 1975 Rejection of claim of OSC charges 2.96

Gujarat Sales Tax Act, 1969 Rejection of sales return, Non submission of forms 7.38



Name of Statue Period Forum Pending

Customs Act, 1962 1993-94 CESTAT

Central Excise Act, 1944 2000-2003 CESTAT

1993-94 CESTAT

Income Tax Act, 1961 2002-03 Commissioner of Income Tax (Appeals)

Andhra Pradesh General Sales Tax Act, 1957 2000-01& Tribunal 2002-04

2001-02 & 1993-94 STO

2006-08 Deputy Commissioner

Bihar Value Added Tax Act, 2005 2005-07 Asst. Commissioner

Bombay Sales Tax Act, 1959 1997-99 Tribunal

Delhi Sales Tax Act, 1975 2003-04 Addl. Commissioner

Gujarat Sales Tax Act, 1969 1993-04 & Tribunal 1996-98

Name of Statue Nature of Dues Amount (Rs. Lacs)

Haryana General Sales Non submission of forms 21.57 Tax Act, 1973

J & K GST Act, 1962 Non submission of forms & rejection of claim on sales 2.11

Kerela Value Added Rejection of sales returns, Rejection of credit notes, 231.66 Tax Act, 2005 forms short deposited, Rejection of claim for concessional sale & penalty

Enhancement of turnover 38.96

Kerela General Sales Rejection of claim on credit notes, 77.84 Tax Act, 1963 Rejection of statutory forms Rejection of claim on credit notes 10.39

MP Commercial Rejection of credit notes 13.79 Tax Act, 1944

Rejection of claim on discounts, 31.32 Rejection of credit notes and Rejection of sales return

Rejection of sales return 1.95

Rejection of claim on discounts and 24.49

Non submission of forms MP Value Added Rejection of sales return 15.63 Tax Act, 2005

Orissa Sales Tax Act, 1947 Non submission of forms, Levy of entry tax, 25.56

Enhancement of turnover, Dispute in rate of tax

Non submission of forms, Enhancement of turnover, 24.17

Rejection of sales return

Non submission of forms 1.16

Rajasthan Value Added Rejection of surcharge 1.41 Tax Act, 2005

Tamil Nadu General Sales Demand on imported goods taxed at Higher rate 75.32 Tax Act, 1959

Penal interest on late payment 3.07

The Chhattisgarh Value Rejection of Forms 169.96 Added Tax Act, 2003

Penalty at Check Post 3.01

Levy of entry tax 4.94

UP Entry Tax Act, 2007 Entry tax 100.17

UP Value Added Penalty at Check Post 2.80 Tax Act, 2008

Rejection of claim of credit notes, forms short etc 8.51

West Bengal Sales Rejection of claim of credit notes, forms short, etc 336.83 Tax Act, 1944

Rejection of claim of credit notes, forms short, etc 34.43

Rejection of claim of credit notes, forms short etc, 158.19

Rejection of claim for concessional sale

Rejection of claim of concessional sale.etc 6.76

Name of Statue Period Forum Pending

Haryana General Sales Tax Act, 1973 1997-98 & Joint Commissioner 2006-07 J & K GST Act, 1962 2003-04 & Dy. Commissioner 2007-08

Kerela Value Added Tax Act, 2005 1999-01, Dy. Commissioner

2002-03

2005-07, 2008-09 &

2010-11

Kerela General Sales Tax Act, 1963 2002-03 STO

2003-05 Dy. Commissioner

1997-98 STO

MP Commercial Tax Act, 1944 2001-02 & High Court 1998-99

1998-00, Tribunal 2002-03

2004-05 Tax Board

2003-05 Addl. Commissioner

2005-06 Addl. Commissioner

MP Value Added Tax Act, 2005 1992-94, Asst. Commissioner

1996-99 & 2002-03

1999-00, Tribunal 1991-93, 2000-02

1999-00 STO

Orissa Sales Tax Act, 1947 2000-01 Dy. Commissioner

Rajasthan Value Added Tax Act, 2005 2002-04 High Court

Tamil Nadu General Sales Tax Act, 1959 2002-03 STO

The Chhattisgarh Value Added Tax Act, 2003 2002-03 Addl. Commissioner

2002-03 Tribunal

2002-03 & Commissioner of 2004-07 Sales Tax

UP Entry Tax Act, 2007 2007-09 High Court

UP Value Added Tax Act, 2008 2008-09 Deputy Commissioner

2009-10 Addl. Commissioner

West Bengal Sales Tax Act, 1944 2002-03, Asst. Commissioner

2004-05 & 2005-06 1998-99 & Addl. Commissioner 2004-05

1999-02, Tax Board 2003-04

2002-03 Special Commissioner

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

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has no outstanding dues in respect of debentures or financial institution.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loan outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

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

For S.R. Batliboi & Co.

Firm registration number: 301003E Chartered Accountants

per Tridibes Basu

Place: Gurgaon Partner

Date : May 9, 2011 Membership No.: 17401


Mar 31, 2010

1. We have audited the attached Balance Sheet of Whirlpool of India Limited (‘the Company’) as at March 31, 2010 and also the Profi t and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fi nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these fi nancial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. the Balance Sheet, Profi t and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet, Profi t and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualifi ed as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

b) in the case of the Profi t and Loss Account, of the profi t for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash fl ows for the year ended on that date.

Annexure referred to in paragraph [3] 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 fi xed assets.

(b) All fi xed assets have not been physically verifi ed by the management during the year but there is a regular programme of verifi cation 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 verifi cation.

(c) There was no substantial disposal of fi xed assets during the year.

(ii) (a) The management has conducted physical verifi cation of inventory at reasonable intervals during the year.

(b) The procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifi cation.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b), (c) and (d) of the Companies (Auditor’s Report) Order, 2003 (as amended) (herein referred to as the Order) are not applicable to the Company.

(b) As informed, the Company has not taken any loans, secured or unsecured from companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (f) and (g) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fi xed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) (b) of the Order are not applicable to the Company.

(vi) In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) 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 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth- tax, service tax, customs duty and excise duty have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty and excise duty and other undisputed 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 information and explanations given to us, dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of Statue Nature of Dues Amount (Rs. Lacs)

Customs Act, 1962 Custom duty on non fulfillment of project imports 158.28

Central Excise Act, 1944 Differential duty demanded by the department 8.29 on washers

Andhra Pradesh General Sales Tax levied on optional service contacts, 34.34 Tax Act, 1957 Tax on exempted turnover

Bihar Sales Tax Act, 1981 Penalty at Check Post 2.21

Bihar Value Added Tax Act, 2005 Rejection of incentive discount 50.12

Bombay Sales Tax Act, 1959 Rejection of claim for concessional sale 21.72

Delhi Sales Tax Act, 1975 Rejection of claim of OSC charges 2.96

Rejection of sales return, Non submission of forms 6.10 Gujarat Sales Tax Act, 1969 Rejection of claim of freight charges on sales return 9.16

Haryana General Sales Non submission of forms 86.41 Tax Act, 1973

J & K GST Act, 1962 Non submission of forms 1.75

Kerela General Sales Penalty at Check Post 1.06 Tax Act, 1963

Kerela Value Added Rejection of sales returns, Enhancement of Tax Act, 2005 turnover, Rejection of credit notes & forms 294.51 short deposited, Rejection of claim for concessional sale

Kerela General Sales Rejection of claim on credit notes, 88.23 Tax Act, 1963 Rejection of statutory forms

Rejection of credit notes 13.79 Rejection of claim on discounts, Rejection of credit notes, 31.32

MP Commercial Tax Act, 1944 Rejection of sales return

Rejection of sales return 1.95

Rejection of claim on discounts,

Non submission of forms 24.49

MP Value Added Tax Act, 2005 Rejection of sales return 19.18

Non submission of forms, Levy of entry tax, 37.33

Enhancement of turnover, Orissa Sales Tax Act, 1947 Dispute in rate of tax

Non submission of forms, Enhancement of turnover, 17.72 Rejection of sales return



Name of Statue Period Forum Pending

Customs Act, 1962 1993-94 CESTAT

Central Excise Act, 1944 2000 -2003 CESTAT

Andhra Pradesh General Sales Tax Act, 1957 2000-03, Tribunal 1993-94

Bihar Sales Tax Act, 1981 2003-04 Asst. Commissioner

Bihar Value Added Tax Act, 2005 2005-07 Asst. Commissioner

Bombay Sales Tax Act, 1959 1997-99 Tribunal

Delhi Sales Tax Act, 1975 2003-04 Addl. Commissioner

Gujarat Sales Tax Act, 1969 1996-98 Tribunal

2002-03 Joint Commissioner Haryana General Sales Tax Act, 1973 1997-98, Joint Commissioner

2003-04

J & K GST Act, 1962 2003-04 Dy. Commissioner

Kerela General Sales 2002-03 Tribunal Tax Act, 1963 Kerela Value Added Tax Act, 2005 1999-01, 2002-03, Dy. Commissioner 2005-07, 2008-09

Kerela General Sales Tax Act, 1963 1997-98, Dy. Commissioner 2003-05

MP Commercial Tax Act, 1944 2001-02 High Court

1998-00, Tribunal

2002-03

2004-05 Tax Board

2003-05 Addl. Commissioner

MP Value Added Tax Act, 2005 2005-06 Addl. Commissioner

1992-94,

1996-99, Asst. Commissioner

2002-03

Orissa Sales Tax Act, 1947 2005-06

1999-00,

1991-93, Tribunal

2000-02



Name of Statue Nature of Dues Amount (Rs. Lacs)

Orissa Sales Tax Act, 1947 Non submission of forms 1.16

Rajasthan Value Added Rejection of claim on credit notes for discount 38.48

Tax Act, 2005 Rejection of surcharge on TOT 1.41

Tamil Nadu General Sales Demand on imported goods taxed at Higher rate 68.32

Tax Act, 1959 Penal interest on late payment 3.07

Rejection of Forms 169.96

The Chhattisgarh Value Added Penalty at Check Post 3.01

Tax Act, 2003 Refund matter 1.96

Levy of entry tax 1.45

UP Entry Tax Act, 2007 Entry tax 89.47

UP Value Added Tax Act, 2008 Penalty at Check Post 4.08

Rejection of claim of credit notes, forms short etc. 336.83

Rejection of claim of credit notes, forms short etc. 34.43

West Bengal Sales Tax Act, 1944 Rejection of claim of credit notes, forms short etc., 157.53

Rejection of claim for concessional sale

Rejection of claim of concessional sale etc. 6.76



Name of the Statue Period Forum Pending

Orissa Sales Ta x Act, 1947 1999-00 STO

Rajasthan Value Added 2007-08 Tribunal

Tax Act, 2005 2000-01 Dy. Commissioner

Tamil Nadu General Sales 2002-04 High Court

Tax Act, 1959 2002-03 STO

The Chhattisgarh Value Added 2002-03 Addl. Commissioner

Tax Act, 2003 2002-03 Tribunal

2001-02 STO

2002-03 Commissioner of Sales Tax

UP Entry Tax Act, 2007 2007-09 High Court

UP Value Added Tax Act, 2008 2008-09 Asst. Commissioner

2002-06 Asst. Commissioner

1998-99, Addl. Commissioner 2004-05

West Bengal Sales Tax Act, 1944 1999-02, 2003-05 Tax Board

2002-03 Special Commissioner

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

(x) The Company has no accumulated losses at the end of the fi nancial year and it has not incurred cash losses in the current and immediately preceding fi nancial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a fi nancial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefi t fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or fi nancial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the fi nancial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Co.

Firm Registration No. 301003E Chartered Accountants

per Tridibes Basu

Place: Gurgaon Partner

Date : May 17, 2010 Membership No.: 17401

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